exhibit1019mixtelematics






                                         LEASE AGREEMENT (Stellenbosch)                                            between    BLACK INDUSTRIALISTS GROUP PROPERTY MANAGEMENT COMPANY PROPRIETARY                                          LIMITED                                               and                  MiX TELEMATICS ENTERPRISE SA PROPRIETARY LIMITED                                                                                               





 






                                       TABLE OF CONTENTS   1     PARTIES ..................................................................................................................................... 1  2     INTERPRETATION ..................................................................................................................... 1  3     INTRODUCTION ......................................................................................................................... 9  4     CONDITIONS PRECEDENT ....................................................................................................... 9  5     LEASE ....................................................................................................................................... 10  6     RENTAL .................................................................................................................................... 10  7     RECOUPMENT ON IMPROVEMENTS ..................................................................................... 11  8     FAIR MARKET VALUE ............................................................................................................. 11  9     OPTION TO RENEW ................................................................................................................. 12  10    GENERAL PRINCIPLES ........................................................................................................... 13  11    ADDITIONAL CHARGES .......................................................................................................... 15  12    LICENCES AND PERMITS ....................................................................................................... 16  13    MAINTENANCE ........................................................................................................................ 17  14    INSURANCE ............................................................................................................................. 19  15    INDEMNITY ............................................................................................................................... 20  16    LESSEE'S GENERAL OBLIGATIONS ..................................................................................... 20  17    ACCESS TO PREMISES AND MANAGEMENT ....................................................................... 22  18    NON-LIABILITY OF LESSOR ................................................................................................... 23  19    BREACH OF LEASE ................................................................................................................ 23  20    DAMAGE OR DESTRUCTION .................................................................................................. 25  21    ALTERATIONS AND ADDITIONS ............................................................................................ 26  22    FIXTURES, FITTINGS AND EQUIPMENT ................................................................................ 28  23    RESPONSIBILITY FOR ELECTRICAL INSTALLATIONS ....................................................... 28  24    GAS INSTALLATION CONFORMITY CERTIFICATE (IF APPLICABLE) ................................ 29  25    EXCLUSION OF WARRANTIES ............................................................................................... 29  26    VALUE ADDED TAX ................................................................................................................. 30  27    ASSIGNMENT OR SUB-LETTING ........................................................................................... 30  28    ANTI BRIBERY ......................................................................................................................... 30  29    GENERAL WARRANTIES ........................................................................................................ 30  30    SUPPORT ................................................................................................................................. 31  31    DISPUTE RESOLUTION ........................................................................................................... 31  32    NOTICES AND DOMICILIA ...................................................................................................... 34  33    BENEFIT OF THE AGREEMENT ............................................................................................. 35  34    APPLICABLE LAW AND JURISDICTION ................................................................................ 35  35    GENERAL ................................................................................................................................. 35  36    COSTS ...................................................................................................................................... 36  37    SIGNATURE.............................................................................................................................. 36    ANNEXURES   Annexure A           List of Fixtures and Fittings  Annexure B           Layout Plan indicating Excluded Rooms                                                                            





 






                                                                                     1    1     PARTIES   1.1      The Parties to this Agreement are —   1.1.1       Black Industrialists Group Property Management Company Proprietary Limited; and   1.1.2       MiX Telematics Enterprise SA Proprietary Limited.   1.2      The Parties agree as set out below.   2     INTERPRETATION   2.1      In this Agreement, unless the context indicates a contrary intention, the following words           and  expressions  bear  the  meanings  assigned  to  them  and  cognate  expressions  bear           corresponding meanings —   2.1.1       "AFSA" means the Arbitration Foundation of Southern Africa;   2.1.2       "Agreement"  or  "Lease"  means  the  lease  agreement  contained  in  this  document,              including all annexures hereto;   2.1.3       "Alterations" means any structural alterations, additions or renovations to the Property              and/or Premises which are of a permanent nature;   2.1.4       "B-BBEE" means broad-based black economic empowerment;   2.1.5       "B-BBEE Act" means Broad-Based Black Economic Empowerment Act 53 of 2003, as              amended;   2.1.6       "Black" means South African Africans, Coloureds and Indians, as defined in the Codes;   2.1.7       "Body Corporate" means the body corporate of the sectional title scheme known as              Blaauw Klip Office Development, No SS 460/2005;   2.1.8       "Codes"  means  the  Broad-based  Black  Economic  Empowerment  Codes  of  Good              Practice as issued by the Minister of Trade and Industry under Section 9(1) of the Black              Economic Empowerment Act 53 of 2003 and revisions to the Codes, as amended from              time to time;   2.1.9       "Commencement Date" means the Transfer Date;   2.1.10      "Common Property" shall bear the meaning assigned to the term in the STSM Act;   2.1.11      "Conditions Precedent" means the conditions precedent set out in clause 4;   2.1.12      "Equity Instrument" means an equity instrument as contemplated in the Codes;   2.1.13      "Escalation Rate" means 6% (six percent) per annum;                                                   





 






                                                                                     2    2.1.14      "Exclusive Use Areas" means collectively —   2.1.14.1       an exclusive use area described as Balcony B14 measuring 48 (forty eight) square                 metres, being as such part of the Common Property, comprising the land and the                 scheme  known  as  Blaauw  Klip  Office  Development  in  respect  of  the  land  and                 building or buildings situate at Stellenbosch, in the Stellenbosch Municipality and                 Division, Western Cape Province, as shown and more fully described on Sectional                 Plan No SS 460/2005;   2.1.14.2       an exclusive use area described as Balcony B15 measuring 31 (thirty one) square                 metres, being as such part of the Common Property, comprising the land and the                 scheme  known  as  Blaauw  Klip  Office  Development  in  respect  of  the  land  and                 building or buildings situate at Stellenbosch, in the Stellenbosch Municipality and                 Division, Western Cape Province, as shown and more fully described on Sectional                 Plan No SS 460/2005;   2.1.14.3       an exclusive use area described as Balcony B16 measuring 51 (fifty one) square                 metres, being as such part of the Common Property, comprising the land and the                 scheme  known  as  Blaauw  Klip  Office  Development  in  respect  of  the  land  and                 building or buildings situate at Stellenbosch, in the Stellenbosch Municipality and                 Division, Western Cape Province, as shown and more fully described on Sectional                 Plan No SS 460/2005;   2.1.14.4       an  exclusive  use  area  described  as  Balcony  B17  measuring  97  (ninety  seven)                 square metres, being as such part of the Common Property, comprising the land and                 the scheme known as Blaauw Klip Office Development in respect of the land and                 building or buildings situate at Stellenbosch, in the Stellenbosch Municipality and                 Division, Western Cape Province, as shown and more fully described on Sectional                 Plan No SS 460/2005;   2.1.14.5       an exclusive use area described as Balcony B18 measuring 43 (forty three) square                 metres, being as such part of the Common Property, comprising the land and the                 scheme  known  as  Blaauw  Klip  Office  Development  in  respect  of  the  land  and                 building or buildings situate at Stellenbosch, in the Stellenbosch Municipality and                 Division, Western Cape Province, as shown and more fully described on Sectional                 Plan No SS 460/2005;               held by Notarial Cession of Exclusive Use Areas Number SK 8306/2006;   2.1.15      "Fixtures and Fittings" means all fixtures and fittings of a permanent nature;   2.1.16      "Independent Valuer" means a recognised independent property valuer registered in              accordance with the Property Valuers Profession Act 47 of 2000;                                                   





 






                                                                                     3    2.1.17      "Initial Period" means the period of 5 (five) years commencing on the Commencement              Date;   2.1.18      "Lessee"  means  MiX  Telematics  Enterprise  SA  Proprietary  Limited,  registration              number 2008/008530/07,  a  limited  liability  private  company  duly  incorporated  in  the              Republic of South Africa;   2.1.19      "Lessor" means Black Industrialists Group Property Management Company Proprietary              Limited, registration number 2016/290277/07, a limited liability private company duly              incorporated in the Republic of South Africa;   2.1.20      "Lessor's Personnel" means any and all persons and/or entities that perform any of              the Lessor's obligations under this Agreement;   2.1.21      "Long Term Maintenance" means major repairs and repair where an item is beyond              its useful life (i.e. if such item is no longer capable of being effective for its intended              purposes)  and  can  no  longer  be  repaired  but  needs  to  be  replaced,  as  well  as              maintenance, repair and replacement in terms of the Long Term Maintenance Plan;   2.1.22      "Long Term Maintenance Plan" means the maintenance, repair and replacement plan              as  envisaged  in  Rule  22  of  Annexure  1:  Management  Rules  of  the  Regulations              promulgated under the STSM Act;   2.1.23      "Midrand Property" means Erf 1335 Vorna Valley Extension 21 Township, Registration              Division  IR,  Province  of  Gauteng,  measuring  1  (one)  hectare  together  with  all              improvements thereon and includes the Fixtures and Fittings;   2.1.24      "MiX  Telematics  International"  means  MiX  Telematics  International  Proprietary              Limited, registration number 1963/006970/07, a limited liability private company duly              incorporated in the Republic of South Africa;   2.1.25      "Parties" means the parties to this Agreement;   2.1.26      "Premises" means the buildings and improvements on the Property let to the Lessee in              terms hereof and, where the context requires, includes the Property;   2.1.27      "Prime Rate" means the publicly quoted basic rate of interest, compounded monthly in              arrears and calculated on a 365 (three hundred and sixty five) day year irrespective of              whether or not the year is a leap year, from time to time published by First National Bank              as being its prime overdraft rate, as certified by any representative of that bank whose              appointment and designation it will not be necessary to prove;   2.1.28      "Property" means collectively —   2.1.28.1       a Unit consisting of —                                                   





 






                                                                                     4    2.1.28.1.1        Section No 11 as shown and more fully described on Sectional Plan No SS                    460/2005 in the scheme known as Blaauw Klip Office Development in respect of                    the land and building or buildings situate at Stellenbosch, in the Stellenbosch                    Municipality and Division, Western Cape Province, of which section the floor area,                    according to the sectional plan is 542 (five hundred and forty two) square metres                    in extent; and   2.1.28.1.2        an undivided share in the Common Property in the scheme apportioned to the                    said section in accordance with the Participation Quota as endorsed on the said                    sectional plan;   2.1.28.2       a Unit consisting of —   2.1.28.2.1        Section No 12 as shown and more fully described on Sectional Plan No SS                    460/2005 in the scheme known as Blaauw Klip Office Development in respect of                    the land and building or buildings situate at Stellenbosch, in the Stellenbosch                    Municipality and Division, Western Cape Province, of which section the floor area,                    according  to  the  sectional  plan  is 598  (five  hundred  and  ninety eight) square                    metres in extent; and   2.1.28.2.2        an undivided share in the Common Property in the scheme apportioned to the                    said section in accordance with the Participation Quota as endorsed on the said                    sectional plan;   2.1.28.3       a Unit consisting of —   2.1.28.3.1        Section No 13 as shown and more fully described on Sectional Plan No SS                    460/2005 in the scheme known as Blaauw Klip Office Development in respect of                    the land and building or buildings situate at Stellenbosch, in the Stellenbosch                    Municipality and Division, Western Cape Province, of which section the floor area,                    according to the sectional plan is 333 (three hundred and thirty three) square                    metres in extent; and   2.1.28.3.2        an undivided share in the Common Property in the scheme apportioned to the                    said section in accordance with the Participation Quota as endorsed on the said                    sectional plan;   2.1.28.4       an undivided 0.58 share in and to a Unit consisting of —   2.1.28.4.1        Section No 18 as shown and more fully described on Sectional Plan No SS                    460/2005 in the scheme known as Blaauw Klip Office Development in respect of                    the land and building or buildings situate at Stellenbosch, in the Stellenbosch                    Municipality and Division, Western Cape Province, of which section the floor area,                    according to the sectional plan is 58 (fifty eight) square metres in extent; and                                                   





 






                                                                                     5    2.1.28.4.2        an undivided share in the Common Property in the scheme apportioned to the                    said section in accordance with the Participation Quota as endorsed on the said                    sectional plan;   2.1.28.5       a Unit consisting of —   2.1.28.5.1        Section No 19 as shown and more fully described on Sectional Plan No SS                    460/2005 in the scheme known as Blaauw Klip Office Development in respect of                    the land and building or buildings situate at Stellenbosch, in the Stellenbosch                    Municipality and Division, Western Cape Province, of which section the floor area,                    according to the sectional plan is 44 (forty four) square metres in extent; and   2.1.28.5.2        an undivided share in the Common Property in the scheme apportioned to the                    said section in accordance with the Participation Quota as endorsed on the said                    sectional plan;   2.1.28.6       a Unit consisting of —   2.1.28.6.1        Section No 26 as shown and more fully described on Sectional Plan No SS                    460/2005 in the scheme known as Blaauw Klip Office Development in respect of                    the land and building or buildings situate at Stellenbosch, in the Stellenbosch                    Municipality and Division, Western Cape Province, of which section the floor area,                    according to the sectional plan is 19 (nineteen) square metres in extent; and   2.1.28.6.2        an undivided share in the Common Property in the scheme apportioned to the                    said section in accordance with the Participation Quota as endorsed on the said                    sectional plan;                  together with all improvements thereon and includes the Fixtures and Fittings, all                 held by Deed of Transfer Number ST 33028/2006, and currently registered in the                 name of MiX Telematics International,                   and,   2.1.28.7       a Unit consisting of —   2.1.28.7.1        Section No 23 as shown and more fully described on Sectional Plan No SS                    460/2005 in the scheme known as Blaauw Klip Office Development in respect of                    the land and building or buildings situate at Stellenbosch, in the Stellenbosch                    Municipality and Division, Western Cape Province, of which section the floor area,                    according to the sectional plan is 19 (nineteen) square metres in extent; and   2.1.28.7.2        an undivided share in the Common Property in the scheme apportioned to the                    said section in accordance with the Participation Quota as endorsed on the said                    sectional plan;                                                   





 






                                                                                     6                   together with all improvements thereon and includes the Fixtures and Fittings, held                 by Deed of Transfer Number ST 4762/2008, and currently registered in the name of                 MiX Telematics International, including the right to the exclusive use of the Exclusive                 Use Areas;   2.1.29      "Rental" means the rental payable in terms of clause 6;   2.1.30      "Renewal  Option"  means  the  Lessee's  option  to  extend  the  Initial  Period  for  the              Renewal Period in accordance with clause 9;   2.1.31      "Renewal Period" means a period of 5 (five) consecutive years commencing on the              first day after the expiry of the Initial Period;   2.1.32      "Sale Agreement" means the sale agreement to be concluded between the Lessor and              the Lessee in respect of the Property;   2.1.33      "STSM Act" means the Sectional Title Schemes Management Act No 8 of 2011;   2.1.34      "Short  Term  Maintenance"  means  the  day-to-day  upkeep  and  preventative              maintenance (including inspection) and repair consisting of yearly services which will              benefit the Lessee;   2.1.35      "Signature  Date" means  the  date  of  signature  of  this  Agreement  by  the  party  last              signing;   2.1.36      "Sole Permitted Use" means the use of the Premises for the purpose of the conduct of              the  Lessee's  business  of  the  provision  of  designers,  engineers,  manufacturers,              installers and distributors of electronic hardware/software products for the automotive              industry (products and services comprise principally  of, but not restricted to, vehicle              electronics,  vehicle  and  fleet  management/telematics  systems,  matrix  tracking              systems), importers, exporters, property owners and all related activities;    2.1.37      "Statement  102"  means  Statement  102:  Recognition  of  Sale  of  Assets,  Equity              Instruments and Business, as contemplated in the Codes;   2.1.38      "TPF Investments" means TPF Investments Proprietary Limited (previously known as              Thynx  Industrial  One  Proprietary  Limited),  registration  number  2005/029033/07,  a              limited liability private company duly incorporated in the Republic of South Africa;   2.1.39      "Transfer Date" means the date of registration of transfer of the Property into the name              of the Lessor;   2.1.40      "VAT" means Value-Added Tax charged in terms of the provisions of the VAT Act; and   2.1.41      "VAT Act" means the Value Added Tax Act 89 of 1991.                                                   





 






                                                                                     7    2.2      In this Agreement —   2.2.1       clause headings and the heading of the Agreement are for convenience only and are              not to be used in its interpretation;   2.2.2       an expression which denotes —   2.2.2.1        any gender includes the other genders;   2.2.2.2        a natural person includes a juristic person and vice versa;   2.2.2.3        the singular includes the plural and vice versa;   2.2.2.4        a Party includes a reference to that Party's successors in title and assigns allowed                 at law; and   2.2.2.5        a reference to a consecutive series of two or more clauses is deemed to be inclusive                 of both the first and last mentioned clauses.   2.3      Any reference in this Agreement to —   2.3.1       "business hours" shall be construed as being the hours between 08h00 and 17h00 on              any business day.  Any reference to time shall be based upon South African Standard              Time;   2.3.2       "days" shall be construed as calendar days unless qualified by the word "business", in              which instance a "business day" will be any day other than a Saturday, Sunday or public              holiday as gazetted by the government of the Republic of South Africa from time to time;   2.3.3       "laws"  means  all  constitutions;  statutes;  regulations;  by-laws;  codes;  ordinances;              decrees; rules; judicial, arbitral, administrative, ministerial, departmental or regulatory              judgements,  orders,  decisions,  rulings,  or  awards;  policies;  voluntary  restraints;              guidelines;  directives;  compliance  notices;  abatement  notices;  agreements  with,              requirements of, or instructions by any Governmental Body; and the common law, and              "law" shall have a similar meaning; and   2.3.4       "person" means any person, company, close corporation, trust, partnership or other              entity whether or not having separate legal personality.   2.4      The  words  "include"  and  "including"  mean  "include  without  limitation"  and  "including           without limitation".  The use of the words "include" and "including" followed by a specific           example or examples shall not be construed as limiting the meaning of the general wording           preceding it.                                                   





 






                                                                                     8    2.5      Any  substantive  provision,  conferring  rights  or  imposing  obligations  on  a  Party  and           appearing in any of the definitions in this clause 2 or elsewhere in this Agreement, shall be           given effect to as if it were a substantive provision in the body of the Agreement.   2.6      Words and expressions defined in any clause shall, unless the application of any such word           or expression is specifically limited to that clause, bear the meaning assigned to such word           or expression throughout this Agreement.   2.7      Unless otherwise provided, defined terms appearing in this Agreement in title case shall be           given their meaning as defined, while the same terms appearing in lower case shall be           interpreted in accordance with their plain English meaning.   2.8      A reference to any statutory enactment shall be construed as a reference to that enactment           as at the Signature Date and as amended or substituted from time to time.   2.9      Unless specifically otherwise provided, any number of days prescribed shall be determined           by excluding the first and including the last day or, where the last day falls on a day that is           not a business day, the next succeeding business day.   2.10     If the due date for performance of any obligation in terms of this Agreement is a day which           is not a business day then (unless otherwise stipulated) the due date for performance of           the relevant obligation shall be the immediately preceding business day.   2.11     Where figures are referred to in numerals and in words, and there is any conflict between           the two, the words shall prevail, unless the context indicates a contrary intention.   2.12     The  rule  of  construction  that  this  Agreement  shall  be  interpreted  against  the  Party           responsible for the drafting of this Agreement, shall not apply.   2.13     No provision of this Agreement shall (unless otherwise stipulated) constitute a stipulation           for the benefit of any person (stipulatio alteri) who is not a Party to this Agreement.   2.14     The use of any expression in this Agreement covering a process available under South           African law, such as winding-up, shall, if either of the Parties to this Agreement is subject           to the law of any other jurisdiction, be construed as including any equivalent or analogous           proceedings under the law of such other jurisdiction.   2.15     Any reference in this Agreement to "this Agreement" or any other agreement or document           shall be construed as a reference to this Agreement or, as the case may be, such other           agreement or document, as amended, varied, novated or supplemented from time to time.   2.16     In this Agreement the words "clause" or "clauses" and "annexure" or "annexures" refer           to clauses of and annexures to this Agreement.                                                   





 






                                                                                     9    3     INTRODUCTION   3.1      The Lessee has agreed to sell the Property to the Lessor and to contemporaneously with           entering into the Sale Agreement, enter into this Agreement in terms of which the Lessee           will hire the Property from the Lessor.   3.2      The Parties wish to record in writing their agreement in respect of the above and matters           ancillary thereto.   4     CONDITIONS PRECEDENT   4.1      Save for clauses 1 to 4 and clauses 29 to 37 all of which will become effective immediately,           this Agreement is subject to the fulfilment of the Conditions Precedent that —   4.1.1       contemporaneously with the signature of this Agreement, MiX Telematics International              and the Lessee enter into a sale agreement in terms of which the Property is sold to the              Lessee and such agreement becomes unconditional in accordance with its terms save              for any condition relating to this Agreement;    4.1.2       contemporaneously with the signature of this Agreement, the Parties enter into the Sale              Agreement in terms of which the Property is sold to the Lessor and such agreement              becomes unconditional in accordance with its terms save for any condition relating to              this Agreement;   4.1.3       contemporaneously with the signature of this Agreement, TPF Investments and the              Lessee enter into a sale agreement in terms of which the Midrand Property is sold to              the Lessee and such agreement becomes unconditional in accordance with its terms              save for any condition relating to this Agreement;    4.1.4       contemporaneously with the signature of this Agreement, the Parties enter into a sale              agreement  in  terms  of  which  the  Midrand  Property  is  sold  to  the  Lessor  and  such              agreement becomes unconditional in accordance with its terms save for any condition              relating to this Agreement; and    4.1.5       contemporaneously with the signature of this Agreement, the Parties enter into a lease              agreement in terms of which the Midrand Property is let by the Lessor to the Lessee              and such agreement becomes unconditional in accordance with its terms save for any              condition relating to this Agreement.   4.2      The Lessee shall use reasonable endeavours to procure the fulfilment of the Conditions           Precedent contained in clauses 4.1.1 and 4.1.3 as soon as reasonably possible after the           Signature Date.                                                   





 






                                                                                    10    4.3      The Parties shall use reasonable endeavours to procure the fulfilment of the Conditions           Precedent contained in clauses 4.1.2, 4.1.4 and 4.1.5 as soon as reasonably possible after           the Signature Date.   4.4      The Conditions Precedent are not capable of being waived.   4.5      Unless all the Conditions Precedent have been fulfilled by not later than the relevant dates           for fulfilment thereof set out in clause 4.1 (or such later date or dates as may be agreed in           writing between the Parties) the provisions of this Agreement, save for clauses 1 to 4 and           clauses 29 to 37 which will remain of full force and effect, will never become of any force           or effect and the status quo ante will be restored as near as may be and neither of the           Parties will have any claim against the other in terms hereof or arising from the failure of           the Conditions Precedent.   5     LEASE   5.1      The Lessor hereby lets to the Lessee who hereby hires the Premises for the Initial Period           in  consideration  for  the  Rental  and  subject  to  the  further  terms  and  conditions  of  this           Agreement.     5.2      The Lessee agrees to use the Premises only for the Sole Permitted Use or such other use           proposed by the Lessee and approved in writing by the Lessor.   5.3      The Parties acknowledge that the Property forms part of a sectional title scheme, and on           transfer of the Property into the Lessor's name, the Lessor shall become a member of the           Body Corporate, the obligations of which the Lessor declares itself to be fully acquainted           with.   5.4      The Parties record and acknowledge that HKT Properties Proprietary Limited, registration           number 2004/026057/07, is a co-owner of the unit referred to in clauses 2.1.28.4.1 and           2.1.28.4.2, forming part of the Property and/or Premises and comprising a utility section           with a reception/foyer which is used by both co-owners and/or their tenants..   6     RENTAL   6.1      The Rental payable by the Lessee in terms of this Lease shall be the sum of R190 937.50           (one hundred and ninety thousand nine hundred and thirty seven rand and fifty cents) per           month (which in total amounts to R2 291 250.00 (two million two hundred and ninety one           thousand two hundred and fifty rand) per annum), exclusive of VAT, escalating on each           anniversary of the Transfer Date of each year by the Escalation Rate. Any invoices which           are submitted after any anniversary of the Transfer Date shall be submitted at the rate then           applicable,  and  the  amounts  concerned  shall  be  adjusted  and  the  necessary  payment           made as soon as the new rates have been determined.                                                   





 






                                                                                    11    6.2      The Rental shall be payable monthly in advance on the first day of each month with effect           from the Commencement Date, pro-rata for any portion of the first month, without deduction           for any cause whatsoever, free of exchange at such place in the Republic of South Africa           as the Lessor may from time to time appoint in writing.   7     RECOUPMENT ON IMPROVEMENTS         If  at  the  end  of  the  Initial  Period,  the  Fair  Market  Value  of  the  Property  is  more  than        R31 000 000.00 (thirty one million rand), the Lessor will pay to the Lessee an amount equal to        50% (fifty percent) of the difference between the Fair Market Value and R31 000 00.00 (thirty        one million rand), provided that the Lessee has incurred capital expenditure to improve the        Property, and limited to an amount of R2 500 000.00 (two million five hundred thousand rand).        The Lessee will not share in the benefit of any capital improvements incurred by the Body        Corporate pursuant to the Long Term Maintenance Plan.   8     FAIR MARKET VALUE   8.1      The Lessor shall, at its cost, procure that the Property is valued annually for B-BEEE           purposes by an Independent Valuer reasonably acceptable to the Lessee.   8.2      Whenever the Fair Market Value of the Property is to be determined at the instance of           either Party and for purposes other than the annual B-BEEE Valuation required in terms of           clause  8.1  above,  the  Fair  Market  Value  of  the  Property  shall  be  determined  by  an           Independent Valuer appointed by the Lessee. The cost of such valuation will (unless the           Parties agree otherwise in writing) be borne by the Party requesting the valuation.   8.3      Any valuation done in terms of clauses 8.1 and 8.2 will be done in accordance with the           following provisions —   8.3.1       the Independent Valuer shall act as an expert and not as an arbitrator in determining              the Fair Market Value, and such determination shall be final and binding on the Parties;   8.3.2       the Independent Valuer shall value the Property having regard to the price a willing              buyer  would  pay  to  a  willing  seller  negotiating  at  arm's  length  applying  a  standard              valuation methodology in a consistent manner in accordance with the requirements of              Statement 102 of the Codes;   8.3.3       the Independent Valuer shall be required to submit a draft valuation report (in which he              sets out his valuation, the facts taken into account in reaching that valuation and the              methodology adopted in making that valuation) to the Parties (and the date on which              such  draft  valuation  is  submitted  to  the  Parties  is  referred  to  herein  as  the  "Draft              Valuation Date");   8.3.4       each Party shall be entitled, within 10 (ten) days of the Draft Valuation Date, to object              in writing to the draft valuation set out in the draft valuation report on the basis that it                                                   





 






                                                                                    12                contains either factual errors or omissions.  Any such objection shall set out such details              of that objection as are sufficient to enable the Independent Valuer to deal adequately              therewith, and copies thereof shall be delivered to the Independent Valuer and the other              Party;   8.3.5       if any Party fails to submit written objections to the draft valuation set out in the draft              valuation report to the Independent Valuer within the 10 (ten) day period envisaged in              clause 8.3.4 above, the Independent Valuer shall be entitled and obliged to accept that              the applicable Party does not wish to make any such objections; and   8.3.6       within 10 (ten) business days of the expiry of the 10 (ten) day period envisaged in clause              8.3.5, the Independent Valuer shall be required to submit a final valuation report to each              of the Parties, such report will set out the Independent Valuer's final valuation.   9     OPTION TO RENEW   9.1      The Lessee has the option to extend the Initial Period of this Lease for the Renewal Period,           subject to the following —   9.1.1       the Lessor will give written notice to the Lessee at least 9 (nine) months prior to the              expiry of the Initial Period or the Renewal Period, as the case may be, advising the              Lessee that it has to exercise its Renewal Option within 3 (three) months of receipt of              the written notice, should the Lessee wish to extend the Initial Period or the Renewal              Period, as the case may be, for the Renewal Period;   9.1.2       the Renewal Option will be exercised by written notice to that effect given by the Lessee              to the Lessor within 3 (three) months of receipt of the written notice as envisaged in              clause 9.1.1 above.  If the Lessor fails to give the Lessee written notice as envisaged in              clause 9.1.1, the Lessee will be entitled to exercise its Renewal Option at any time prior              to the expiry of the Initial Period or the Renewal Period, as the case may be;   9.1.3       the Renewal Option may only be exercised if the Lease is then of force and effect and              the Lessee is not in breach of any of the material terms of this Lease; and   9.1.4       if the Renewal Option is exercised, then the terms of the Lease will remain the same              save that the Rental payable by the Lessee during the Renewal Period will be agreed              upon between the Parties in writing at least 180 (one hundred and eighty) days prior to              the commencement of the Renewal Period, failing which the Rental which is payable              during the Renewal Period will be the lower of the open market rental ("Open Market              Rental") for the Premises or the Rental payable as at the last month of the Initial Period              escalated at the Escalation Rate. The Open Market Rental will be determined by an              Independent Valuer jointly appointed by agreement between the Parties, or failing such              agreement between them, appointed by the Chairman (or his equivalent) of the Institute              of Valuers (or any successor body thereto or if there is no successor body thereto, a                                                   





 






                                                                                    13                body  performing  substantially  similar  functions  to  those  performed  by  the              aforementioned body) at the request of either Party.    9.1.5       In making the above determination the Independent Valuer will —   9.1.5.1        act as an expert and not as an arbitrator and his determination shall (in the absence                 of manifest error) be final and binding on the Parties;   9.1.5.2        give both Parties an opportunity to make representations to him before making the                 determination  and  such  representations  must  be  made  within  7  (seven)  days  of                 written request by the expert; and   9.1.5.3        determine the Open Market Rental.   9.1.6       The charges of the Independent Valuer shall be borne equally by the Parties.   9.2      There will be no further right to renew or extend the period of this Lease other than as           envisaged in this clause 9 or other than as agreed in writing between the Lessor and the           Lessee.   9.3      The Rental shall be payable monthly in advance on the first day of each month.   10    GENERAL PRINCIPLES   10.1     The Lessor shall not be obliged to pay for any costs relating to the Short Term Maintenance           of  the Premises  and  the Lessee  shall  be  obliged to  pay  all  such  costs  relating  to  the           Premises with effect from the Commencement Date.   10.2     Subject to clause 10.11, the Lessee shall not be obliged to pay for any costs relating to the           Long Term Maintenance of the Premises, the rectification of a future structural defect or           any cost of a proposed improvement which does not benefit the Lessee and the Lessor           shall  be  obliged  to  pay  all  such  costs  relating  to  the  Premises  with  effect  from  the           Commencement Date.   10.3     The Lessor will be responsible for the insurance premiums payable to the Body Corporate.   10.4     It is recorded that the Premises constitute a unit(s) as defined in the STSM Act in terms of           which the Body Corporate is responsible for the repair, maintenance and management of           the Common Property as well as insuring all the units in the Scheme. To enable the Body           Corporate to perform its functions, it is obliged to establish and maintain an administrative           fund and to establish and maintain a reserve fund for future maintenance and repairs in           terms of the Long Term Maintenance Plan. The Body Corporate is obliged to require the           owners to make contributions to the funds. Such contributions are referred to as levies.    10.5     Subject to clause 10.10, the Lessee will be liable for expenses covered by the levies, save           to  the  extent  that  such  expense  relates  to  the  rectification  of  future  structural  defects                                                   





 






                                                                                    14             (subject  to  clause  10.11),  future  maintenance  and  repairs  in  terms  of  the  Long  Term           Maintenance Plan budgeted for in the reserve fund or any improvement which does not           benefit the Lessee.   10.6     The Lessor shall make payment of all levies payable to the Body Corporate on receipt of           an invoice from the Body Corporate. If the Lessor has paid a levy to the Body Corporate           and  the  levy  includes  an  item  for  which  the  Lessee  is  responsible  in  terms  of  this           Agreement, the Lessor will provide the Lessee with an invoice in respect thereof, and the           Lessee shall refund the Lessor on receipt of such invoice.   10.7     The Lessor will provide the Lessee with a copy of the notice of every annual general           meeting or special meeting of the Body Corporate within 2 (two) business days after receipt           of such notice of meeting. The Parties will, if so requested by the Lessee, meet forthwith           prior to the relevant meeting in order to discuss the items on the agenda for such meeting           of the Body Corporate. It is recorded that the Lessee will be entitled to attend the relevant           meeting but will not be entitled to vote at such meeting unless the Lessor appoints the           Lessee as its proxy.   10.8     The Parties record and acknowledge that a storeroom and generator room forming part of           the sectional title scheme in which the Property and Premises is situated ("Scheme"), as           depicted on the layout plan attached hereto marked Annexure B ("Excluded Rooms"),           have erroneously not been reflected as separate exclusive use areas on the sectional plan           in  respect  of  the  Scheme  ("Sectional  Plan").  Accordingly,  the  Excluded  Rooms  are           currently part of the Common Property of the Scheme.  However, it is the Parties' intention           that the Excluded Rooms form part of the Premises.     10.9     The Parties agree and acknowledge that once the Excluded Rooms have been allocated           as exclusive use areas as provided for in the Sale Agreement, the Excluded Rooms will           form part of the Premises in terms of this Agreement.     10.10    The Parties acknowledge that once the Excluded Rooms are allocated as exclusive use           areas as aforesaid, the Body Corporate may impose a further levy/ies payable in respect           thereof.   The  Lessee  acknowledges  and  agrees  that  it  shall  be  liable  for  any  levy/ies           imposed in respect of the Excluded Rooms calculated as from the Commencement Date,           subject to the exclusions set out in clause 10.5 above.    10.11    The Parties further record and acknowledge that the storeroom referred to in clause 10.8           above, being one of the Excluded Rooms, as well as certain adjacent areas have structural           defects which require repair and that the Body Corporate is, at the Signature Date, in the           process of obtaining quotations from service providers for purposes of having the defects           repaired, and will accordingly attend to such repairs in due course.  The Parties agree that           in  the  event  that  the  Body  Corporate  raises  a  special  levy  to  cover  the  cost  of  the           aforementioned repairs or claims the cost of the repairs directly from the Lessor, the Lessee                                                   





 






                                                                                    15             will be responsible for making payment of the Lessor's share of such special levy or the           cost of the repairs claimed by the Body Corporate, as the case may be, and will pay same           to the Lessee no later than 10 (ten) business days prior to the due date for payment by the           Lessor to the Body Corporate.   11    ADDITIONAL CHARGES   11.1     In addition to the Rental, the Lessee shall be liable for all charges levied against or incurred           in respect of the Property and/or the Premises associated with the Lease, by any third party           or lawful authority as at or subsequent to the Commencement Date and shall pay such           amounts directly to the supplier, or to the Lessor in the event the charges were paid directly           by the Lessor to the supplier on the rendering of the relevant invoice/s in respect of the said           outgoings by the Lessor, which shall include but not be limited to —   11.1.1      municipal assessment rates and taxes levied in respect of the Property, including any              increases therein.  In this regard rates and taxes shall include any other form of tax or              levy on property or improvements thereto which are not levied at the Commencement              Date but which may in future be levied or imposed on land owners or tenants.  In light              of the fact that the rates and taxes levied in respect of the Property are payable to the              local  authority  annually  in  advance,  on  the  expiration  or  earlier  termination  of  this              Agreement, the Lessor shall refund the Lessee with the amount by which the Lessee              has overpaid the  municipal rates and  taxes for that  part  of  the  year  following  such              expiration or earlier termination, which amount shall be calculated pro rata from the date              of expiry or early termination until the end of the year for which the said rates and taxes              have been paid;   11.1.2      subject to clauses 10.2 and 10.10, any levy or other charge raised by any property              owner's association, the Body Corporate or similar body  in respect of the Premises              and/or the Property for any period after the Commencement Date (whether any such              levy or other charge is levied or charged at the Commencement Date or is introduced              in the future);   11.1.3      if the Body Corporate raises a special levy, the purpose for which the funds is earmarked              should be considered as the Lessee should not be liable for improvements in respect of              which it will receive no benefit or which relates to future Long Term Maintenance;   11.1.4      any charges or amounts levied by or payable to the local authority or to any other              competent  authority  in  respect  of  drainage  purification  or  treatment  or  removal  of              effluent or waste water from the Property and/or the Premises, rubbish removal charges              and/or any special refuse removal charges levied by or payable to the local authority or              to any other competent authority, firefighting equipment or any other utility, service or              encroachment charges which may be levied on the Property and/or the Premises by the              local authority or any other competent authority;                                                   





 






                                                                                    16    11.1.5      the cost of maintaining and/or operating the plant, equipment, machinery, electrical and              water  reticulation,  drainage,  plumbing  and  sanitary  works  and  all  other  fittings  and              accessories on the Property or in the Premises, including lift service and maintenance              in respect of any lifts and hoists thereon or therein;   11.1.6      the cost of operating and maintaining the air-conditioning plant or units, sprinkler system              and fire hose reels in the Premises;   11.1.7      the cost of water supplied to and consumed on the Property and/or in the Premises;   11.1.8      the cost of electricity and other items supplied and consumed on the Property and/or              the Premises, including (but not limited to) floodlighting for security purposes and the              replacement of light fittings, globes and fluorescent tubes used on the Property and/or              the Premises;   11.1.9      all  costs  of  maintaining  the  Property  and/or  the  Premises,  including  any  irrigation,              landscaping or garden services and keeping those areas in a clean and tidy condition;   11.1.10     all costs of maintaining and managing the installations (if any) for the control of entrance              to and egress from the buildings and the Property as well as control of all the parking              areas;   11.1.11     the cost of cleaning materials including utilities such as toilet rolls, soaps, hand towels,              dispensers and the like;   11.1.12     the cost of pest control, fire service and meter reading services;             and the Lessee shall, where any such payments are made by the Lessee to any person           other  than  the  Lessor,  furnish  the  Lessor  with  proof  of  such  payments  forthwith  upon           demand therefor by the Lessor. The Lessee will not pay any of the costs referred to in           clauses 11.1.4 to 11.1.12 to the Lessor separately, if such costs are included in the levy           paid by the Lessor to the Body Corporate and refunded by the Lessee to the Lessor on           receipt of an invoice.    12    LICENCES AND PERMITS   12.1     The Lessee shall, prior to commencing trading, procure all licenses and permits to conduct           business  at  the  Property,  including  all  compliance  certificates  for  all  machinery  and           equipment on the  Property  or  in  the  Premises, and in  conducting  such  business  shall           comply with and duly observe all laws or by-laws applicable thereto.   12.2     The Lessee may not —                                                   





 






                                                                                    17    12.2.1      contravene or permit the contravention of any law, by-law or statutory regulation or the              provisions of any license or consent relating to or affecting the Property, the occupation              thereof, or the conduct of the Lessee's business therein; or   12.2.2      contravene any condition of the title contained in the title deeds of the Property.   12.3     The Lessor does not warrant —   12.3.1      that the Property and/or the Premises are fit for the use to which they will be put by the              Lessee; and   12.3.2      that as at the Commencement Date the Property and/or the Premises will comply with              all  regulations  or  requirements  of  any  relevant  authority  uniquely  applicable  to  the              business to be carried on by the Lessee from the Property and/or the Premises.   12.4     If at any time after the commencement of this Lease it becomes necessary under any law,           by-law or regulations having the force of law to make any Alterations to the Premises to           enable the Lessee to use the Property and/or the Premises for its business, or in the event           of any authority having jurisdiction over the Property requiring any Alterations thereto for           any reason, the Lessee shall effect those Alterations at its cost.   13    MAINTENANCE   13.1     Save as otherwise provided in this Lease, it is recorded that the Parties intend that the           Lessor will incur no maintenance expense of any kind in relation to the Property and/or the           Premises during the period of this Lease, or any renewal thereof, and that all maintenance           expenditure of such nature will be borne by the Lessee.   13.2     The Lessee acknowledges that the Premises are, and will at the Commencement Date be,           in good order and in a tenantable condition.   13.3     The Lessee shall accordingly, and from the Commencement Date —   13.3.1      subject to clause 13.5, to the satisfaction of the Lessor and at the Lessee's own cost,              maintain, repair, renovate and/or replace the interior of the Premises;   13.3.2      provide the day-to-day cleaning services for the Premises at its own cost;   13.3.3      take all reasonable measures to prevent any blockage of water pipes or drains in or              connected to the Property and/or the Premises and shall remove at its own cost any              obstruction  or  blockage  in  any  water  pipe  or  drain  serving  the  Property  and/or  the              Premises and where necessary repair the pipe or drain concerned at its own cost;   13.3.4      repair or, if necessary, replace all broken doors, windows (including plate-glass), locks,              keys,  window and other fittings,  electric light globes, fluorescent tubes, starters and              ballasts which have been damaged, lost or which for any reason cease to work; and                                                   





 






                                                                                    18    13.3.5      pay any amount which the Lessor may be required to pay in respect of the Property              and/or the Premises on the same basis as if the Lessee was the owner of the Property,              excluding any amount due in terms of the Long Term Maintenance Plan.   13.4     Subject to clause 10, the Lessee shall bear the cost of any levies charged by the Body           Corporate in respect of the following Short Term Maintenance and other obligations to be           performed by the Body Corporate —   13.4.1      maintenance and repair of the exterior of the Premises;   13.4.2      maintenance of any gardens or landscaped areas on the Property; and   13.4.3      provision of adequate security for the Property and/or the Premises.   13.5     Should any of the items in clauses 13.3 and 13.4 qualify as Long Term Maintenance, then           the Lessor will bear the costs thereof.   13.6     Should a dispute arise between the Parties regarding whether any obligation in terms of           this  Agreement  falls  within  the  ambit  of  Short  Term  Maintenance  or  Long  Term           Maintenance, such dispute shall be resolved by an independent expert in accordance with           the provisions of clause 31.1 below.   13.7     The replacement of any electrical plant, machinery, air-conditioning plant or units, geysers,           equipment (excluding movable fire equipment, but including base built fire equipment) or           appurtenances shall be undertaken by the Lessor or by the Body Corporate in the event           that the relevant item qualifies as Common Property and shall be undertaken once it is           evident  that  such  replacement  is  required,  and  so  that  such  replacement  is  done  (if           practically possible) before such useful life expires (and if not before such expiry then as           soon as practically possible thereafter). The Lessee will notify the Lessor in writing as soon           as it becomes aware that any replacement of items to be done by the Lessor as aforesaid           is necessary or is about to become necessary. For purposes of this clause 13.7 the useful           life of an item shall be deemed to have expired, if such item is no longer capable of being           reasonably operative or effective for its intended purposes.  The Lessee will bear no cost           relating to any expense incurred in terms of this clause.   13.8     Subject  to  clause  10.11,  should  the  costs  of  remedying  any  structural  defects  in  the           Premises  and/or  Property  be  defrayed  by  way  of  the  payment  of  levies  to  the  Body           Corporate  in respect of the Premises and/or Property, such costs will be borne by the           Lessor and will not be recoverable by the Lessor from the Lessee.   13.9     Contributions to the reserve fund will be borne by the Lessor and will not be recoverable           from the Lessee.                                                   





 






                                                                                    19    13.10    If any defects or sub-standard workmanship arises as a result of the Lessee undertaking           any improvements on the Property, the Lessor will bear no liability with regard thereto and           shall not be responsible for any cost incurred in remedying such defects.   13.11    Subject to clauses 21 and 22 —   13.11.1     upon expiration or earlier termination of the Lease the Lessee shall deliver the Premises              to the Lessor in the same good order and condition they were received so as to comply              in all respects with its obligations under this Lease to maintain the Property and the              Premises, fair wear and tear excepted;   13.11.2     should the Property and/or the Premises be found upon the expiry or earlier termination              of the Lease to require any repair or renovation, fair wear and tear excepted, such repair              or renovation shall be undertaken by the Lessor at the cost of the Lessee.   13.12    The Lessee may not do or cause or allow to be done any act or thing, other than in the           normal course of the Lessee's business, which may cause a nuisance at the Property or           which  might  or  could  create  any  danger  to  any  person  at  the  Property  and/or  on  the           Premises.   13.13    Any provision of this Lease imposing a restraint, prohibition or restriction on the Lessee           shall be so construed that the Lessee is not only bound to comply therewith but is also           obliged  to  procure  that  the  same  restraint,  prohibition  or  restriction  is  observed  by           everybody occupying or entering the Premises or any other part of the Property through,           under, by arrangement with, or at the invitation of, the Lessee, including (without limiting           the  generality  of  this  provision)  its  associates  and  the  directors,  members,  officers,           employees, agents, customers and invitees of the Lessee or its associates.   14    INSURANCE   14.1     The Lessor shall be liable for any insurance premium(s) payable to the Body Corporate in           respect of insurance taken out and maintained by the Body Corporate in respect of the           Property and/or the Premises.  The Lessor shall provide the Lessee with a copy of such           insurance policy(ies) on or before the Signature Date.   14.2     Should the insurance policy premiums be defrayed by way of the payment of levies by the           Lessor to the Body Corporate in respect of the Premises and/or Property, such premiums           will not be recoverable by the Lessor from the Lessee.   14.3     The Lessee shall not —   14.3.1      do or permit anything to be done which renders void or voidable any insurance policy              taken out by the Body Corporate in respect of the Property and/or Premises;                                                   





 






                                                                                    20    14.3.2      store nor allow to be stored on the Property and/or in the Premises any goods of a              potentially hazardous nature, provided that the Parties acknowledge that the Lessee is              and  shall  be  entitled  to  store  generator(s),  generator  fuel  and  various  kinds  of              commercially available batteries used on the Property and/or the Premises, of which the              Lessor acknowledges that it is fully aware.   14.4     The Lessor shall not provide insurance cover for the contents of the Premises and the           Lessee should in its own interest arrange for additional insurance to cover its property in or           on the Property and/or the Premises as the Lessor shall not be liable for any loss or damage           in this respect.   15    INDEMNITY         The Lessee hereby indemnifies the Lessor and undertakes to keep the Lessor indemnified        against all liability howsoever caused or arising, and all actions, suits, proceedings, claims,        demands, costs and expense whatsoever, which may be taken or made against the Lessor or        become payable by the Lessor at the suit of any person that may be the direct or indirect result        of the lease of the Property and/or Premises and/or any activity carried on by the Lessee or        the Lessee's employees or invitees on the Property and/or Premises.   16    LESSEE'S GENERAL OBLIGATIONS         The Lessee shall —   16.1     not use the Property and/or the Premises for any purpose other than the Sole Permitted           Use as set out above without the prior written consent of the Lessor, which shall not be           unreasonably withheld;   16.2     not do or suffer to be done anything which might damage the Property and/or the Premises           or do anything which might increase the risk of fire in the buildings on the Property, and           any damage so caused shall be made good at the cost of the Lessee;   16.3     abide  by  and  comply  with  such  governmental,  provincial,  municipal  or  other  laws,           ordinances,  regulations  or  by-laws  as  may  be  applicable  or  become  applicable  to  the           Property and/or the Premises and the Lessee's activities thereon and/or therein;   16.4     not do anything in the Property and/or the Premises or permit or cause anything to be done           other than in the normal course of business which in the opinion of the Lessor constitutes           a nuisance or may cause inconvenience to or in any way affect the peace and comfort of           any other person;   16.5     not be entitled to withhold, delay or abate payment of any amounts due to the Lessor in           terms of this Lease by reason of any breach or alleged breach of its obligations hereunder;                                                   





 






                                                                                    21    16.6     be  liable  for  damage  caused  to  the  Property  and/or  the  Premises  by  the  Lessee,  its           customers,  agents,  servants,  guests,  contractors  or  other  persons  coming  onto  the           Property and/or on to the Premises, and at the Lessee's own cost and expense make good           any damage which may be so caused to the Property and/or the Premises;   16.7     be entitled to make any non-structural alterations to the Property and/or the Premises,           necessary for the day-to-day running of its business, provided that upon the expiration or           earlier termination of this Lease the Lessee shall, if required to do so by notice received           from the Lessor before the expiry or termination of the Lease, remove any such alterations           before the expiry or termination of the Lease and restore the Property and/or the Premises           to the same condition as they were in at the date of commencement of this Lease, fair wear           and tear accepted;   16.8     not paint, affix or attach to the Property or any part of the building, windows, doors or roof           or anywhere on the Property any advertising signs or other matter, awning, or canopy or           any other thing of any kind without the Lessor's prior written consent, which shall not be           unreasonably withheld, and the consent of all relevant authorities; if the Lessee commits a           breach of this provision the Lessor shall be entitled, without notice or order of court, to           remove the offending matter at the Lessee's expense;   16.9     maintain the good appearance of any advertising sign and keep that sign in proper working           order;   16.10    remove any sign at the expiration or earlier termination of this Lease, and reinstate any           damage to the Premises;   16.11    not contravene or permit the contravention of any of the conditions of title under which the           Property  is  held  by the  Lessor  or any of  the  provisions of  the  town-planning  schemes           applicable to the Property;   16.12    at all times conduct its labour relations and its relations with its employees and agents in           such a manner as to avoid all strikes, picketing and boycotts of, on, or about the Premises           and the Property;   16.13    ensure that no part of the Premises is used as residential accommodation at any time           during the period of this Lease or any renewal or extension thereof;   16.14    subject to clause 10, clean the interior of the Premises and keep the Property in a clean           and orderly state;   16.15    not permit the accumulation of refuse in or outside the Premises and comply with the rules           concerning refuse determined by the Lessor and the local authority;   16.16    keep the Premises free from infestation by such pests as may be indicated by the Lessor           from time to time, to the reasonable satisfaction of the Lessor, failing which the Lessor shall                                                   





 






                                                                                    22             be entitled to take such reasonable steps as may be necessary in this regard at the cost of           the Lessee;   16.17    maintain adequate public liability insurance;   16.18    assume full control of the premises for purposes of the Occupational Health and Safety Act           85 of 1993 relating to the Premises and shall furthermore indemnify the Lessor against any           claims that may be instituted against the Lessor in terms of the said Act;   16.19    comply with all the conditions laid down in the Environment Conservation Act 73 of 1989,           and any other applicable environmental legislation insofar as it relates to the Premises and           in  particular  prevent  the  contamination  of  the  Premises  or  adjacent  areas  and  shall           furthermore indemnify the Lessor against any claims that may be instituted against the           Lessor in terms of the said Act; and   16.20    ensure  that  the  provisions  of  the  Tobacco  Products  Control  Act,  1993  (as  amended),           together  with  all  its  regulations  (as  amended),  are  complied  with  by  all  its  employees,           visitors, invitees or clients,           provided that, in the event that the Lessee is in breach of any of the above provisions of this          clause and the Lessor wishes in an appropriate case to do so, the Lessor shall be entitled to          employ such persons and do such things as it may deem fit to perform any such obligation          in which event the Lessee shall repay to the Lessor any amount paid by the Lessor in this          regard within 7 (seven) days after the receipt of a written demand by the Lessor for such          payment.   17    ACCESS TO PREMISES AND MANAGEMENT   17.1     The Lessor through its duly authorised officers or agents, upon giving reasonable notice,           shall  have  full  power  and  authority  to  enter  the  Premises  while  accompanied  by  an           authorised representative of the Lessee, in order to view the state and condition thereof           and to satisfy itself that the terms and conditions of this Lease are being duly observed,           and may make an inventory of all defects or matters calling for repair found thereon or           therein for which the Lessee is responsible as herein provided and, within 14 (fourteen)           days of the receipt of a notice in writing from the Lessor calling upon it so to do, the Lessee           shall make good any defects or matters requiring repair as aforesaid, and if the Lessee           shall fail to do so within the period stated in the notice aforesaid the Lessor, through its duly           authorised officer or agents, shall be entitled to enter upon the Premises and remedy such           defects or make and effect the repairs aforesaid at the expense of the Lessee.   17.2     For  the  purpose  of  this  clause,  the  Lessor  shall  be  entitled,  to  the  extent  reasonably           necessary —                                                   





 






                                                                                    23    17.2.1      to erect scaffolding, hoardings and building equipment and such devices as may be              required by law or which the Lessor's architects may certify to be reasonably necessary              for the protection of any person against injury arising out of building operations in, at,              near or in front of the buildings on the Property;   17.2.2      by itself or through its contractor and/or workmen to all such rights of access to any part              of the Property and/or the Premises as are reasonably necessary for the execution of              such works; and   17.2.3      to carry out excavations in or adjacent to the Property and/or the Premises, provided              that the  Lessor shall cause minimum inconvenience  to  the conduct of the  Lessee's              business.   17.3     The Lessee acknowledges that the building operations which may in future be carried out           in terms of this clause will occasion a certain amount of inconvenience, noise and dust.   17.4     The Lessor shall not be liable for any inconvenience or damage suffered by the Lessee on           account of any maintenance or repair work, the effecting of any alterations, additions or           removals or the restriction of services whether to the Property or the Premises: save that           the  Lessor shall do all things reasonably appropriate to minimise inconvenience to the           Lessee.   17.5     The Lessor shall not be entitled to exercise its rights in terms of this clause 17, without the           prior written consent of the Lessee and if the operations of the Lessor are likely to interrupt           or hinder the Lessee's normal business operations the Lessor will be obliged to restrict its           operations to after business hours.   18    NON-LIABILITY OF LESSOR   18.1     The Lessor shall not be responsible for —   18.1.1      any failure, cessation, interruption or fault in the water, electricity, air conditioning or              other supplies to the Property and/or the Premises; or   18.1.2      for  any damages,  personal injuries  or  damage  to  property  (including  consequential              damages) that may be sustained by the Lessee whether as a result of such failure,              cessation, interruption or fault, or whether caused in any other manner whatsoever.   18.2     All goods, property and effects of whatsoever nature, which may at any time be in or on the           Property and/or in the Premises, shall be at the sole risk of the Lessee and the Lessor shall           not be liable for any loss or damage thereto from any cause whatsoever.   19    BREACH OF LEASE   19.1     If the Lessor at any time during the Initial Period —                                                   





 






                                                                                    24    19.1.1      does not have 100 % (one hundred percent) ownership by Black women; or   19.1.2      continuously breaches a term of this Agreement.  A 3rd (third) or subsequent breach of              which notice of breach has been given by the Lessee to the Lessor in accordance with              clause 32 occurring within any continuous period of 12 (twelve) months shall be deemed              to be a continuous breach of this Lease; or   19.1.3      resolves to commence business rescue proceedings, or takes any steps in anticipation              of  business  rescue  proceedings,  or  a  court  grants  an  order  placing  the  Lessor  in              business  rescue  and/or  if  any  provision  of  this  Lease  is  cancelled  or  suspended              (whether entirely, partly or conditionally) by any business rescue practitioner; or   19.1.4      fails to pay an amount due in terms of this Lease on due date thereof and then fails to              remedy such breach within a period of 5 (five) business days after the giving of a written              notice by the Lessee to the Lessor calling on the Lessor to do so; or   19.1.5      has a final judgment entered against it and the judgment remains unsatisfied for a period              of 30 (thirty) days (a final judgment shall mean a judgment of any court notwithstanding              that such judgment may be appealable or that an appeal may have been lodged in              respect thereof); or   19.1.6      the  Lessor's  Personnel  fail  to  comply  with  the  applicable  anti-corruption  laws  and              regulations; or   19.1.7      breaches any warranties or undertakings under the Sale Agreement;             then the Lessee shall have the right, but shall not be obliged, by written notice to the Lessor           at its domicilium citandi et executandi —   19.1.8      forthwith to cancel the Lease; or   19.1.9      to enforce compliance by the Lessor of all of its obligations under this Lease, whether              or not the due date for payment and/or performance shall have arrived, in either event              without prejudice to the rights to claim damages.   19.2     If the Lessee fails to pay an amount due in terms of this Lease on due date thereof and           then fails to remedy such breach within a period of 5 (five) business days after the giving           of a written notice by the Lessor to the Lessee calling on the Lessee to do so, then the           Lessor shall have the right, but shall not be obliged, by written notice to the Lessee at its           domicilium citandi et executandi —   19.2.1      forthwith to cancel the Lease and to resume possession of the Property, but without              prejudice to its claim for arrears of Rental and other amounts owing hereunder or for              damages which it may have suffered by reason of the Lessee's breach of contract or of              the premature cancellation; or                                                   





 






                                                                                    25    19.2.2      to enforce compliance by the Lessee of all of its obligations under this Lease, whether              or not the due date for payment and/or performance shall have arrived, in either event              without prejudice to the rights to claim damages.   19.3     Any loan amount due by a Party to the other Party will be taken into account when the           damages are calculated.    19.4     In the event of the Lessor cancelling this Lease and the Lessee disputing the right to cancel           and  remaining  in  occupation  of  the  leased  Premises,  the  Lessee  shall,  pending  the           determination of such dispute by litigation or otherwise, continue to pay to the Lessor an           amount equivalent to the monthly Rental and other sums payable hereunder on the date           or  dates  on  which  such  Rental  and  other  sums  would  have  been  due  but  for  the           cancellation, and the Lessor shall be entitled to accept and recover such payments, and           the acceptance thereof shall be without prejudice to and shall not in any way whatsoever           affect the Lessor's cancellation then in dispute. Should the dispute be determined in favour           of the Lessor, the payments made and received in terms of this clause shall be deemed to           be amounts paid by the Lessee on account of damages suffered by the Lessor by reason           of the cancellation of the Lease and/or the unlawful holding over by the Lessee.   19.5     The Parties agree that any costs awarded will be recoverable on an attorney-and-own-          client scale unless the Court specifically determines that such scale shall not apply, in which           event the costs will be recoverable in accordance with the High Court tariff, determined on           an attorney-and-client scale.   20    DAMAGE OR DESTRUCTION   20.1     For the purposes of this clause —   20.1.1      the  Property  and/or  the  Premises  shall  be  deemed  to  be  damaged  and  rendered              partially untenantable if destroyed or damaged by fire or any other cause but which, in              the sole discretion of an architect appointed by agreement between the Parties (and              failing such agreement within 5 (five) days, an architect appointed by the chairman or              equivalent of the Institute of Architects), such destruction or damage does not prevent              the Lessee from having beneficial use and occupation of the Premises; and   20.1.2      the  Property  and/or  the  Premises  shall  be  deemed  to  be  damaged  and  rendered              substantially untenantable if destroyed or damaged by fire or any other cause but which,              in the sole discretion of an architect appointed by agreement between the Parties (and              failing such agreement within 5 (five) days, an architect appointed by the chairman or              equivalent of the Institute of Architects), prevents the Lessee from having beneficial use              and occupation of the Premises.   20.2     If the Property and/or the Premises are rendered partially untenantable, the Lessor shall           expeditiously reinstate them substantially to their form before the damage or destruction                                                   





 






                                                                                    26             and the Lessee shall be entitled to a remission of Rental according to the extent to and the           time during which it is deprived of beneficial occupation thereof (but no longer than the           Lessor receives loss of rental insurance payouts in this regard), however, the Lessor shall           not be required to spend more on the reinstatement of the Property than it receives from           any insurance payout in this regard.   20.3     If the Property and/or the Premises are rendered substantially untenantable, the Lessor           shall be entitled within 10 (ten) days of the date of the destruction or damage to give the           Lessee written notice that it intends to cancel the Lease, and in the event of notice being           given the Lease in respect of the Property shall be deemed to have been cancelled on the           date of destruction  and neither  Party  shall  have any  further claims of  whatever nature           against the other.   20.4     If the Lessor fails to give notice as aforesaid, it shall restore the relevant buildings to a           tenantable condition (i.e. one in which the Property and/or Premises is restored to such an           extent so that it is in the same/similar condition as it was prior to the date of destruction,           and so as to place the Lessee is the same/similar position as it was prior to the date of           destruction) as expeditiously as practicable and the Lessee shall be entitled to a total or           partial remission of Rental according to the extent to which and the period during which it           has been deprived of beneficial occupation thereof (but no longer than the Lessor receives           loss of rental insurance payouts in this regard), however, the Lessor shall not be required           to spend more on the reinstatement of the Property than it receives from any insurance           payout in this regard.   20.5     Any dispute as to  whether the buildings on the Property  have at  any  time during the           operation of this Lease been rendered partially untenantable or substantially untenantable           or as to the remission of Rental to which the Lessee may be entitled hereunder, shall be           submitted to an architect appointed by agreement between the Parties (and failing such           agreement within 5 (five) days, an architect appointed by the chairman or equivalent of the           Institute of Architects), acting as an expert and not as an arbitrator, for final determination.   21    ALTERATIONS AND ADDITIONS   21.1     Save as set forth elsewhere in this Lease, and subject to clause 16.7, the Lessee shall not           make any Alterations to the Property or any building on the Property without the Lessor's           prior written consent, which consent shall not be unreasonably withheld.  Notwithstanding           that such consent might have been given, but subject to clause 7, the Lessee shall not be           entitled to be compensated for the amount of such  improvements at the  expiry of this           Lease.   21.2     All proposed Alterations shall be submitted to the Lessor for its approval before any work           is commenced and the Lessor shall be entitled to require that such Alterations be effected           by builders or subcontractors nominated by the Lessor under the supervision of an architect                                                   





 






                                                                                    27             also nominated by the Lessor.  The fees of the architect and the costs of the builders or           subcontractors shall be borne by the Lessee.   21.3     During the currency of this Lease, such Alterations shall not be removed or altered by the           Lessee, and upon the expiration or earlier termination of the Lease —   21.3.1      subject to the provisions of clause 7, if the Lessee is requested in writing to do so by              the Lessor within 30 (thirty) days of such expiration or termination, the Lessee shall              remove  the  said  Alterations  and  reinstate  the  Property  and  the  Premises,  at  the              Lessee's cost, to their same condition (fair wear and tear excepted) prior to the carrying              out of such Alterations, and if the Lessee fails to do so after notice as aforesaid, the              Lessor shall be entitled to remove the said Alterations and reinstate the Property and/or              the Premises as aforesaid at the Lessee's cost; and   21.3.2      if the Lessor does not exercise its right in terms of this clause, the said Alterations shall              not  be  removed  by  the  Lessee  and  shall  become  the  Lessor's  property  and  no              compensation therefore shall be paid by the Lessor.   21.4     In the event of any dispute arising as to whether any alteration or addition is structural, non-          structural or merely a fixture or fitting, a certificate by an architect appointed by the Lessor,           acting as an expert and not as an arbitrator, stating his decision in this regard shall be final           and binding on the Parties.   21.5     If  the  Lessee  effects  any  Alterations  to  the  Property  and/or  the  Premises  without  the           Lessor's prior written consent, the Lessor shall, without prejudice to its other rights, be           entitled to deem that such consent has been given and to exercise its rights accordingly.   21.6     Subject to clause 7, the Lessee hereby irrevocably acknowledges and agrees that it shall           have no right of whatever nature to any enrichment lien in respect of any improvements of           whatever nature that it may make to the Property and/or the Premises, whether with or           without the  Lessor's  consent.  The Lessee  further hereby  irrevocably  waives it  right  to           remain  in  occupation  of  the  Property  and/or  the  Premises  until  compensated  for  any           improvements it may have made to the Property and/or the Premises, whether with or           without the Lessor's consent.   21.7     If the Lessee is obliged by the Lessor as provided herein to remove any Alterations and to           reinstate the Property and/or the Premises and, for the purposes of so doing, the Lessee           remains in occupation of the Property and/or the Premises after expiry of this Lease, then           the Lessee shall be liable for the payment of rental and other costs as previously paid in           terms of this Lease in respect of such period of occupation and such further damages as           may accrue to the Lessor arising therefrom.                                                   





 






                                                                                    28    22    FIXTURES, FITTINGS AND EQUIPMENT   22.1     The Lessee shall be entitled, from time to time, to introduce into and remove from the           Property  and/or  the  Premises  such  equipment  and  to  install  in  and  remove  from  the           Property such fixtures and fittings as the Lessee deems desirable, provided that —   22.1.1      upon the expiry or termination of the Lease, the Lessee shall be entitled to remove any              such equipment, fittings and fixtures, save for the equipment, fittings and fixtures listed              in Annexure A which shall remain on the Premises, and restore the Property and/or the              Premises to the same condition as they were in at the Commencement Date;   22.1.2      any damage caused to the Property and/or the Premises as a result of the removal of              fittings, fixtures and equipment shall be made good by the Lessee at its own expense;   22.1.3      notwithstanding the aforegoing, and unless otherwise agreed between the Parties, the              Lessee shall not be entitled to remove any fixtures or fittings which were paid for by the              Lessor; and   22.1.4      should  additional  improvements  be  made  to  the  Premises  and/or  Property  by  the              Lessee which constitute new fixtures or fittings, the Parties shall discuss and agree in              writing whether or not such additional fixtures or fittings will remain on the Premises              upon expiry or termination of this Agreement.    22.2     The Lessee hereby indemnifies and holds the Lessor harmless against all damages to           person or property attributable to any signboards or neon signs erected on the Property           and/or the Premises and against all claims, costs and expenses made against the Lessor           as a result of the installation, operation or removal of any sign or any defect therein or as a           result of any failure on the part of the Lessee or any of its servants or agents to keep and           maintain that sign in good order and condition.   22.3     Other than in the ordinary course of business of the Lessee and provided that the value of           the Property is not negatively impacted, the Lessee shall not change or interfere in any way           with the electrical, plumbing or sewerage installations in the Property and/or the Premises           at the  Commencement Date  without the Lessor's prior written consent, which  shall  not           unreasonably be withheld.   23    RESPONSIBILITY FOR ELECTRICAL INSTALLATIONS   23.1     The Lessee shall at its cost and at the commencement of the Lease be responsible for           procuring  the  issue  of  a  valid  certificate  of  compliance  in  respect  of  the  electrical           installations in the Premises as contemplated in Government Notice R2920 of 23 October           1992, Government Gazette 14350. If the Lessee has made no alterations to the electrical           installation, the Lessee will not be required to provide the Lessor with a revised certificate                                                   





 






                                                                                    29             of compliance in respect of the electrical installations in the Premises as contemplated in           this clause on termination of this Lease.    23.2     The  Lessee  shall  not  be  responsible  for  any  electrical  installations  in  respect  of  the           Common Property, which the Body Corporate will retain responsibility for.   23.3     In the event that the regulations contemplated in clause 23.1 above or other legislation or           regulations relating to the electrical installations in the Premises are amended, repealed or           replaced or any new legislation or regulations come into force, resulting in the need for any           alteration  to  such  electrical  installations,  and/or  the  issue  of  a  revised  certificate  of           compliance in respect of such electrical installations, the Lessor shall be responsible for           any costs involved in any such alteration and/or procuring the issue of a revised certificate           of compliance.   24    GAS INSTALLATION CONFORMITY CERTIFICATE (IF APPLICABLE)   24.1     The Lessee shall at its cost and at the commencement of the Lease be responsible for           procuring the issue of a certificate of conformity (in the prescribed form) in respect of any           gas system, gas reticulation system or gas installation on the Property, as contemplated in           regulation 17(3) of the regulations made in terms of section 43 of the Occupational Health           and Safety Act, No 85 of 1993, if applicable.   24.2     The Lessee agrees that it shall at its cost be responsible for —   24.2.1      the safety, safe use and maintenance of gas installations on the Property and/or in the              Premises;   24.2.2      at the termination of the Lease or any renewal thereof procure the issue of a certificate              of conformity (in the prescribed form) in respect of any gas system, gas reticulation              system or gas installation on the Property, as contemplated in regulation 17(3) of the              regulations made in terms of section 43 of the Occupation Health and Safety Act, No 85              of 1993, if applicable,            provided that the Lessee shall not be responsible for any gas installations in respect of the           Common Property, which the Body Corporate will retain responsibility for.   25    EXCLUSION OF WARRANTIES   25.1     The Parties record that, save as may be expressly provided herein, the Lessor has made           no warranties or representations or offered any inducement to the Lessee regarding the           Property  or the Premises, whether in  respect  of the  suitability thereof for the  Lessee's           purposes, the condition or situation thereof or any other matter pertaining thereto and that           the Lessee enters into this Lease having inspected the Premises and/or having satisfied           himself as to all matters relating thereto and upon his own assessment of their suitability           and the reasonableness of the Rental and other charges provided for herein.                                                   





 






                                                                                    30    25.2     The Lessor specifically does not warrant that the Lessee will be granted licences or permits           in respect of the Premises for the conduct of any business or for any other type of use, or           that such licence or permit will be renewed from time to time.   26    VALUE ADDED TAX         The Lessee shall pay VAT charged on all supplies of taxable goods and/or services in respect        of this Lease, at the rate or rates determined in the VAT Act, from time to time.   27    ASSIGNMENT OR SUB-LETTING   27.1     The Lessee shall be entitled to transfer, cede or delegate its rights and obligations in terms           of this Agreement to another company in the same group.     27.2     The Lessee shall not be entitled to sub-let the Premises or any part thereof to another           tenant,  without  the  prior  written  consent  of  the  Lessor,  which  consent  will  not  be           unreasonably withheld or delayed.   28    ANTI BRIBERY   28.1     The Parties shall comply with all applicable anti-corruption laws and regulations, including           but not limited to the provisions of the Prevention of Organised Crime Act 12 of 2004.   28.2     Neither Party nor any agent, affiliate, director, partner, employee, or other person acting on           behalf of the Party has offered, promised, given, or authorised the giving of anything of           value, nor offered, promised, made, or authorised the making of any bribe, rebate, payoff,           influence payment, kickback, or other unlawful payment, to any government official, political           party, or candidate for public office in order to obtain or retain business, gain any unfair           advantage, or influence any act or decision of a government official.   28.3     The Parties acknowledge and understand that they are under a continuing obligation to           strictly comply with all relevant anti-corruption laws and regulations.   29    GENERAL WARRANTIES   29.1     Each of the Parties hereby warrants to and in favour of the other that —   29.1.1      it  has  the  legal  capacity  and  has  taken  all  necessary  corporate  action  required  to              empower and authorise it to enter into this Agreement;   29.1.2      this  Agreement  constitutes  an  agreement  valid  and  binding  on  it  and  enforceable              against it in accordance with its terms;   29.1.3      the execution of this Agreement and the performance of its obligations hereunder does              not and shall not —   29.1.3.1       contravene any law or regulation to which that Party is subject;                                                   





 






                                                                                    31    29.1.3.2       contravene any provision of that Party's constitutional documents; or   29.1.3.3       conflict with, or constitute a breach of any of the provisions of any other agreement,                 obligation, restriction or undertaking which is binding on it; and   29.1.4      to the best of its knowledge and belief, it is not aware of the existence of any fact or              circumstance that may impair its ability to comply with all of its obligations in terms of              this Agreement;   29.1.5      it is entering into this Agreement as principal (and not as agent or in any other capacity);   29.1.6      the natural person who signs and executes this Agreement on its behalf is validly and              duly authorised to do so;   29.1.7      no other Party is acting as a fiduciary for it; and   29.1.8      it is not relying upon any statement or representation by or on behalf of any other Party,              except those expressly set forth in this Agreement.   29.2     Each of the representations and warranties given by the Parties in terms of clause 29.1           shall —   29.2.1      be a separate warranty and will in no way be limited or restricted by inference from the              terms of any other warranty or by any other words in this Agreement;   29.2.2      continue  and  remain  in  force  notwithstanding  the  completion  of  any  or  all  the              transactions contemplated in this Agreement; and   29.2.3      prime facie be deemed to be material and to be a material representation inducing the              other Party to enter into this Agreement.   30    SUPPORT         The Parties undertake at all times to do all such things, perform all such actions and take all        such steps and to procure the doing of all such things, the performance of all such actions and        the taking of all such steps as may be open to them and necessary for or incidental to the        putting into effect or maintenance of the terms, conditions and/or import of this Agreement.   31    DISPUTE RESOLUTION   31.1     Expert Determination   31.1.1      Unless otherwise provided for in this Agreement, if any dispute arises between the              Parties relating to a technical issue which calls for the appointment of an independent              expert, then any Party may by written notice to the other Party require that such dispute              shall be referred for expert determination in terms of this clause 31.1.                                                   





 






                                                                                    32    31.1.2      The expert shall —   31.1.2.1       be mutually appointed by agreement between the Parties and shall be an architect                 registered with the South African Institute of Architects, or an engineer registered                 with the Engineering Council of South Africa (depending on the nature and subject                 matter of the dispute), with a minimum of 10 (ten) years' experience as such;   31.1.2.2       act as an expert and not as an arbitrator and the determination by such expert shall                 be final and binding on the Parties, in the absence of manifest error;   31.1.2.3       have access to such records and information relating to the Agreement and/or the                 Premises as he reasonably requires to make a determination; and   31.1.2.4       inform the Parties in writing of the result of the determination (with reasons therefore                 and with or without an order as to costs) as speedily as reasonably possible in the                 circumstances.   31.1.3      In the event that the Parties are unable to agree on an independent expert as envisaged              in clause 31.1.2.1 within 10 (ten) business days of receipt of the written notice in terms              of  clause 31.1.1,  then  the independent  expert  will be  an  architect  appointed by  the              chairman  or  equivalent  of  the  South  African  Institute  of  Architects,  or  an  engineer              appointed by the chairman or equivalent of the Engineering Council of South Africa,              (depending on the nature and subject matter of the dispute), who has a minimum of 10              (ten) years' experience as such.   31.1.4      The expert shall not be obliged to follow any prescribed procedures, it being the intention              of the Parties that the determination should be concluded as soon as possible and the              expert  shall  be  entitled  to  decide  on  such  procedures  as  the  expert  may  consider              desirable for the speedy determination of the relevant matter in accordance herewith,              provided that the expert will give both Parties an opportunity to make representations to              him/her before making the determination and such representations will be made by the              Parties within 7 (seven) days of written request by the expert.   31.1.5      The expert shall make such order as to costs as the expert deems appropriate.   31.2     Arbitration   31.2.1      Subject to clause 31.1, in the event of there being any dispute or difference between              the Parties arising out of this Agreement, the said dispute or difference shall on written              demand by either Party be submitted to arbitration in Johannesburg in accordance with              the AFSA rules, which arbitration shall be administered by AFSA.   31.2.2      Should  AFSA,  as  an  institution,  not  be  operating  at  that  time  or  not  be  accepting              requests  for  arbitration  for  any  reason,  then  the  arbitration  shall  be  conducted  in              accordance with the AFSA rules for commercial arbitration (as last applied by AFSA)                                                   





 






                                                                                    33                before an arbitrator appointed by agreement between the parties to the dispute or failing              agreement within 10 (ten) business days of the demand for arbitration, then any party              to  the  dispute  shall  be  entitled  to  forthwith  call  upon  the  chairperson  of  the              Johannesburg  Bar  Council  to  nominate  the  arbitrator,  provided  that  the  person  so              nominated shall be an advocate of not less than 10 (ten) years standing as such.  The              person so nominated shall be the duly appointed arbitrator in respect of the dispute.  In              the event of the attorneys of the parties to the dispute failing to agree on any matter              relating  to the administration of the  arbitration, such  matter shall be referred to and              decided by the arbitrator whose decision shall be final and binding on the parties to the              dispute.   31.2.3      Any party to the arbitration may appeal the decision of the arbitrator or arbitrators in              terms of the AFSA rules for commercial arbitration.   31.2.4      Nothing herein contained shall be deemed to prevent or prohibit a party to the arbitration              from applying to the appropriate court for urgent relief or for judgment in relation to a              liquidated claim.   31.2.5      Any arbitration in terms of this clause 31.2 (including any appeal proceedings) shall be              conducted in camera and the Parties shall treat as confidential details of the dispute              submitted to arbitration, the conduct of the arbitration proceedings and the outcome of              the arbitration.   31.2.6      This clause 31 will continue to be binding on the Parties notwithstanding any termination              or cancellation of the Agreement.   31.2.7      The Parties agree that the written demand by a party to the dispute in terms of clause              31.2 that the dispute or difference be submitted to arbitration, is to be deemed to be a              legal  process  for  the  purpose  of  interrupting  extinctive  prescription  in  terms  of  the              Prescription Act, 1969.                                                   





 






                                                                                    34    32    NOTICES AND DOMICILIA   32.1     The Parties select as their respective domicilia citandi et executandi the following physical           addresses, and for the purposes of giving or sending any notice provided for or required           under  this  Agreement,  the  said  physical  addresses  as  well  as  the  following  email           addresses —             Name                     Physical Address                              Email Address            Lessor                   Executive Hub                          zola@jadecapital.co.za                                     1st Floor Block A                  bukelwa@jadecapital.co.za                                     Investment Place                                      10th Road                                                        Hyde Park                                     2196                         Marked for the attention of: Zola Malinga & Bukelwa Bulo                          Name                     Physical Address                              Email Address            Lessee                   Howick Close                 gert.pretorius@mixtelematics.com                                      Waterfall Park                                       Bekker Road                                       Midrand                          Marked for the attention of: the Managing Director                          provided that a Party may change its domicilium to another physical address in the Republic           of  South  Africa  (provided  that  such  physical  address  is  not  a  post  office  box or poste           restante), or may change its address for the purposes of notices to any other  physical           address or email address by written notice to the other Party to that effect.  Such change           of address will be effective 5 (five) business days after receipt of the notice of the change.   32.2     All notices to be given in terms of this Agreement will be given in writing and will —   32.2.1      be delivered by hand or sent by email;   32.2.2      if delivered by hand during business hours, be presumed to have been received on the              date of delivery.  Any notice delivered after business hours or on a day which is not a              business day will be presumed to have been received on the following business day;              and   32.2.3      if sent by email during business hours, be presumed to have been received on the date              of successful transmission of the email.  Any email sent after business hours or on a              day which is not a business day will be presumed to have been received on the following              business day.    32.3     Notwithstanding the above, any notice given in writing, and actually received by the Party           to whom the notice is addressed, will be deemed to have been properly given and received,           notwithstanding that such notice has not been given in accordance with this clause 32.                                                   





 






                                                                                    35    33    BENEFIT OF THE AGREEMENT         This Agreement will also be for the benefit of and be binding upon the successors in title and        permitted assigns of the Parties or either of them.   34    APPLICABLE LAW AND JURISDICTION   34.1     This Agreement will in all respects be governed by and construed under the laws of the           Republic of South Africa.   34.2     Subject  to  clause  31,  the  Parties  hereby  consent  and  submit  to  the  non-exclusive           jurisdiction of the High Court of South Africa, Gauteng Local Division, Johannesburg, in           any dispute arising from or in connection with this Agreement.   35    GENERAL   35.1     Whole Agreement   35.1.1      This Agreement constitutes the whole of the agreement between the Parties relating to              the matters dealt with herein and, save to the extent otherwise provided herein, no              undertaking,  representation,  term  or  condition  relating  to  the  subject  matter  of  this              Agreement not incorporated in this Agreement shall be binding on either of the Parties.   35.1.2      This Agreement supersedes and replaces any and all agreements between the Parties              (and other persons, as may be applicable) and undertakings given to or on behalf of the              Parties (and  other persons,  as may be  applicable)  in  relation to the subject  matter              hereof.   35.2     Variations to be in Writing            No  addition  to  or  variation,  deletion,  or  agreed  cancellation  of  all  or  any  clauses  or           provisions of this Agreement will be of any force or effect unless in writing and signed by           the Parties.   35.3     No Indulgences            No latitude, extension of time or other indulgence which may be given or allowed by either           Party to the other in respect of the performance of any obligation hereunder, and no delay           or forbearance in the enforcement of any right of either Party arising from this Agreement           and no single or partial exercise of any right by either Party under this Agreement, shall in           any  circumstances  be  construed  to  be  an  implied  consent  or election  by  that  Party  or           operate as a waiver or a novation of or otherwise affect any of its rights in terms of or arising           from this Agreement or estop or preclude it from enforcing at any time and without notice,           strict and punctual compliance with each and every provision or term hereof.  Failure or           delay  on  the  part  of  either  Party  in  exercising  any  right,  power  or  privilege  under  this                                                   





 






                                                                                    36             Agreement will not constitute or be deemed to be a waiver thereof, nor will any single or           partial  exercise  of  any  right,  power  or  privilege  preclude  any  other  or  further  exercise           thereof or the exercise of any other right, power or privilege.   35.4     No Waiver or Suspension of Rights            No waiver, suspension or postponement by either Party of any right arising out of or in           connection with this Agreement shall be of any force or effect unless in writing and signed           by that Party.  Any such waiver, suspension or postponement will be effective only in the           specific instance and for the purpose given.   35.5     Provisions Severable            All provisions and the various clauses of this Agreement are, notwithstanding the manner           in which they have been grouped together or linked grammatically, severable from each           other.  Any provision or clause of this Agreement which is or becomes unenforceable in           any jurisdiction, whether due to voidness, invalidity, illegality, unlawfulness or for any other           reason  whatever,  shall,  in  such  jurisdiction  only  and  only  to  the  extent  that  it  is  so           unenforceable, be treated as pro non scripto and the remaining provisions and clauses of           this Agreement shall remain of 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.   35.6     Continuing Effectiveness of Certain Provisions            The expiration or termination of this Agreement shall not affect such of the provisions of           this Agreement as expressly provide that they will operate after any such expiration or           termination or  which  of necessity must continue to have effect after such expiration  or           termination, notwithstanding that the clauses themselves do not expressly provide for this.   35.7     Exclusion of Electronic Signature            The reference in clauses 35.2 and 35.4 to writing signed by a Party shall, notwithstanding           anything to the contrary in this Agreement, be read and construed as excluding any form           of electronic signature.   36    COSTS         Except as otherwise specifically provided herein, each Party will bear and pay its own legal        costs  and  expenses  of  and  incidental  to  the  negotiation,  drafting,  preparation  and        implementation of this Agreement.   37    SIGNATURE   37.1     This Agreement is signed by the Parties on the dates and at the places indicated below.                                                   





 






                                                                                    37    37.2     This Agreement may be executed in counterparts, each of which shall be deemed an           original, and all of which together shall constitute one and the same Agreement as at the           date of signature of the Party last signing one of the counterparts.   37.3     The persons signing this Agreement in a representative capacity warrant their authority to           do so.   37.4     The Parties record that it is not required for this Agreement to be valid and enforceable that           a Party shall initial the pages of this Agreement and/or have its signature of this Agreement           verified by a witness.    SIGNED at  .................................................... on  ........................................................................  2020                                                      For and on behalf of                                                    BLACK       INDUSTRIALISTS        GROUP                                                    PROPERTY  MANAGEMENT  COMPANY                                                    PROPRIETARY LIMITED                                                     ____________________________________                                                    Signature                                                     ____________________________________                                                    Name of Signatory                                                     ____________________________________                                                    Designation of Signatory          SIGNED at  .................................................... on  ........................................................................  2020                                                      For and on behalf of                                                    MiX    TELEMATICS      ENTERPRISE      SA                                                    PROPRIETARY LIMITED                                                     ____________________________________                                                    Signature                                                     ____________________________________                                                    Name of Signatory                                                     ____________________________________                                                    Designation of Signatory                                                     





 






 Annexure A  Asset Inventory                          Company:  MiX Telematics Stellenbosch                              Date: 21/7/2020    Item Description                                                              Location                Item Details                            [42]  Column1                          Column2                     Column4          Column5    Column6      Column7    Column8      Column9               Name                         Description            Category     Dept/Area      Qty      Moveable Item Non Movable Item OWNER BLINDS                            PM1                         Window Covering                  7                  Yes          Part of Property SMOKE DETECTOR                    PM1                         H&S                              1                  Yes          Part of Property FIRE ALARM SIREN                  PM1                         H&S                              1                  Yes          Part of Property AIRCON DIFFUSER                   PM1                         Cooling System                   2                  Yes          Part of Property RETURN AIR GRILL                  PM1                         Cooling System                   1                  Yes          Part of Property  BLINDS                           PM1 - ENTRANCE              Window Covering                  2                  Yes          Part of Property  RETURN AIR GRILL                 PM1 - ENTRANCE              Cooling System                   1                  Yes          Part of Property  FIRE EXTINGUISHER (2KG)          PM1 - ENTRANCE              H&S                              1                  Yes          Part of Property  MIDWALL SPLIT AIRCON             QA Team                     Cooling System                   1                  Yes          Part of Property  BLINDS                           QA Team                     Window Covering                  3                  Yes          Part of Property  SMOKE DETECTOR                   QA Team                     H&S                              1                  Yes          Part of Property  AIRCON DIFFUSER                  QA Team                     Cooling System                   2                  Yes          Part of Property  BLINDS                           PM2                         Window Covering                  4                  Yes          Part of Property  AIRCON DIFFUSER                  PM2                         Cooling System                   2                  Yes          Part of Property  AIRCON CONTROL PANEL             PM2                         Cooling System                   1                  Yes          Part of Property  SMOKE DETECTOR                   PM2                         H&S                              1                  Yes          Part of Property  SMOKE DETECTOR                   PM2 PASSAGE                 H&S                              1                  Yes          Part of Property  FIRE ALARM SIREN                 PM2 PASSAGE                 H&S                              1                  Yes          Part of Property BLINDS                            GHOS Team                   Window Covering                  3                  Yes          Part of Property AIRCON DIFFUSER                   GHOS Team                   Cooling System                   2                  Yes          Part of Property SMOKE DETECTOR                    GHOS Team                   H&S                              1                  Yes          Part of Property  FIRE EXTINGUISHER (2KG)          Marketing store entrance    H&S                              1                  Yes          Part of Property  SMOKE DETECTOR                   Marketing store entrance    H&S                              1                  Yes          Part of Property  FIRE ALARM SIREN & LIGHT         Marketing store entrance    H&S                              1                  Yes          Part of Property  BLINDS                           Fleet Team                  Window Covering                  5                  Yes          Part of Property





 






SMOKE DETECTOR                   Fleet Team                  H&S                              2                  Yes          Part of Property AIRCON DIFFUSER                  Fleet Team                  Cooling System                   4                  Yes          Part of Property AIRCON CONTROL PANEL             Fleet Team                  Cooling System                   1                  Yes          Part of Property RETURN AIR GRILL                 Product Management          Cooling System                   2                  Yes          Part of Property AIRCON DIFFUSER                  Product Management          Cooling System                   2                  Yes          Part of Property SMOKE DETECTOR                   Product Management          H&S                              1                  Yes          Part of Property BLINDS                           Product Management          Window Covering                  5                  Yes          Part of Property FIRE EXTINGUISHER (2KG)          Kitchen Entrance            H&S                              1                  Yes          Part of Property SMOKE DETECTOR                   BI Team                     H&S                              4                  Yes          Part of Property AIRCON DIFFUSER                  BI Team                     Cooling System                   10                 Yes          Part of Property BLINDS                           BI Team                     Window Covering                  12                 Yes          Part of Property MIDWALL SPLIT AIRCON             BI Team                     Cooling System                   2                  Yes          Part of Property RETURN AIR GRILL                 BI Team                     Cooling System                   1                  Yes          Part of Property KITCHEN CUPBOARDS                Kitchen                     Fixed Furniture                  2                  Yes          Part of Property KITCHEN COUNTER                  Kitchen                     Fixed Furniture                  1                  Yes          Part of Property FIRE EXTINGUISHER (2KG)          Kitchen                     H&S                              1                  Yes          Part of Property SMOKE DETECTOR                   Kitchen                     H&S                              1                  Yes          Part of Property FIRE ALARM SIREN                 Kitchen                     H&S                              1                  Yes          Part of Property BOILER                           Kitchen                     Fixed Furniture                  1                  Yes          Part of Property AIRCON DIFFUSER                  Kitchen                     Cooling System                   2                  Yes          Part of Property BLINDS                           Kitchen                     Window Covering                  2                  Yes          Part of Property BLINDS                           Marketing Office            Window Covering                  9                  Yes          Part of Property SMOKE DETECTOR                   Marketing Office            H&S                              1                  Yes          Part of Property CEILING DROP POLE                Marketing Office            IT Equipment                     3                  Yes          Part of Property CASSETTE TYPE AIRCON             Marketing Office            Cooling System                   1                  Yes          Part of Property AIRCON CONTROL PANEL             Marketing Office            Cooling System                   1                  Yes          Part of Property BLINDS                           Gavin's Office              Window Covering                  3                  Yes          Part of Property MIDWALL SPLIT AIRCON             Gavin's Office              Cooling System                   1                  Yes          Part of Property SMOKE DETECTOR                   Gavin's Office              H&S                              1                  Yes          Part of Property FIRE EXTINGUISHER (2KG)          Executive passage           H&S                              1       Yes                     Part of Property FIRE ALARM SIREN                 Executive passage           H&S                              1                  Yes          Part of Property SMOKE DETECTOR                   Executive passage           H&S                              1                  Yes          Part of Property EXTRACTOR FAN                    Men's Toilet                Cooling System                   2                  Yes          Part of Property WALL MOUNTED SHELVES             Marketing Storeroom         Fixed Furniture                  15                 Yes          Part of Property





 






SMOKE DETECTOR                   Marketing Storeroom         H&S                              1                  Yes          Part of Property AIRCON DIFFUSER                  Marketing Storeroom         Cooling System                   1                  Yes          Part of Property EXTRACTOR FAN                    Marketing Storeroom         Cooling System                   4                  Yes          Part of Property BLINDS                           Marketing Storeroom         Window Covering                  1                  Yes          Part of Property BLINDS                           Sabine's Office             Window Covering                  3                  Yes          Part of Property MIDWALL SPLIT AIRCON             Sabine's Office             Cooling System                   1                  Yes          Part of Property SMOKE DETECTOR                   Sabine's Office             H&S                              1                  Yes          Part of Property BLINDS                           Rory's Office               Window Covering                  4                  Yes          Part of Property MIDWALL SPLIT AIRCON             Rory's Office               Cooling System                   1                  Yes          Part of Property SMOKE DETECTOR                   Rory's Office               H&S                              1                  Yes          Part of Property BLINDS                           Exec Spare Office           Window Covering                  2                  Yes          Part of Property MIDWALL SPLIT AIRCON             Exec Spare Office           Cooling System                   1                  Yes          Part of Property SMOKE DETECTOR                   Exec Spare Office           H&S                              1                  Yes          Part of Property SMOKE DETECTOR                   Cinsaut Boardroom           H&S                              1                  Yes          Part of Property BLINDS                           Cinsaut Boardroom           Window Covering                  9                  Yes          Part of Property PROJECTOR SCREEN                 Cinsaut Boardroom           IT Equipment                     1                  Yes          Part of Property PROJECTOR SPEAKERS               Cinsaut Boardroom           IT Equipment                     5                  Yes          Part of Property CASSETTE TYPE AIRCON             Cinsaut Boardroom           Cooling System                   1                  Yes          Part of Property BAR COUNTER                      Cinsaut Boardroom           Fixed Furniture                  1                  Yes          Part of Property BAR FRIDGE                       Cinsaut Boardroom           Fixed Furniture                  1                  Yes          Part of Property BAR CABINET                      Cinsaut Boardroom           Fixed Furniture                  1                  Yes          Part of Property MIDWALL SPLIT AIRCON             Cinsaut Boardroom           Cooling System                   1                  Yes          Part of Property AIRCON CONTROL PANEL             Cinsaut Boardroom           Cooling System                   1                  Yes          Part of Property BLINDS                           Catherine's Office          Window Covering                  5                  Yes          Part of Property MIDWALL SPLIT AIRCON             Catherine's Office          Cooling System                   1                  Yes          Part of Property SMOKE DETECTOR                   Catherine's Office          H&S                              1                  Yes          Part of Property CASSETTE TYPE AIRCON             Lindsay's Area              Cooling System                   1                  Yes          Part of Property SMOKE DETECTOR                   Lindsay's Area              H&S                              1                  Yes          Part of Property BLINDS                           Executive Storeroom         Window Covering                  2                  Yes          Part of Property SMOKE DETECTOR                   Executive Storeroom         H&S                              1                  Yes          Part of Property MIDWALL SPLIT AIRCON             Shiraz Boardroom            Cooling System                   1                  Yes          Part of Property SMOKE DETECTOR                   Shiraz Boardroom            H&S                              1                  Yes          Part of Property EXTRACTOR FAN                    Shiraz Boardroom            Cooling System                   1                  Yes          Part of Property BLINDS                           Russell's Office            Window Covering                  5                  Yes          Part of Property





 






SMOKE DETECTOR                   Russell's Office            H&S                              1                  Yes          Part of Property MIDWALL SPLIT AIRCON             Russell's Office            Cooling System                   1                  Yes          Part of Property FIRE ALARM SIREN                 Russell's Office            H&S                              1                  Yes          Part of Property BLINDS                           H&O                         Window Covering                  4                  Yes          Part of Property HIDEAWAY AIRCON                  H&O                         Cooling System                   1                  Yes          Part of Property CEILING AIRCON - Diffusers       H&O                         Cooling System                   3                  Yes          Part of Property CEILING DROP POLE                H&O                         IT Equipment                     1                  Yes          Part of Property SMOKE DETECTOR                   H&O                         H&S                              1                  Yes          Part of Property BLINDS                           H&O                         Window Covering                  6                  Yes          Part of Property SMOKE DETECTOR                   H&O                         H&S                              2                  Yes          Part of Property AIRCON CONTROL PANEL             H&O                         Cooling System                   1                  Yes          Part of Property CEILING AIRCON - Diffusers       H&O                         Cooling System                   4                  Yes          Part of Property CEILING DROP POLE                H&O                         IT Equipment                     3                  Yes          Part of Property FIRE EXTINGUISHER (2KG)          H&O                         H&S                              1       Yes                     Part of Property FIRE ALARM SIREN                 H&O                         H&S                              1                  Yes          Part of Property RETURN AIR GRILL                 H&O                         Cooling System                   2                  Yes          Part of Property HIDEAWAY AIRCON                  H&O                         Cooling System                   1                  Yes          Part of Property CEILING AIRCON - Diffusers       H&O                         Cooling System                   1                  Yes          Part of Property AIRCON CONTROL PANEL             H&O                         Cooling System                   1                  Yes          Part of Property SMOKE DETECTOR                   H&O                         H&S                              1                  Yes          Part of Property BLINDS                           H&O                         Window Covering                  2                  Yes          Part of Property CEILING AIRCON - Diffusers       H&O area                    Cooling System                   1                  Yes          Part of Property BLINDS                           H&O area                    Window Covering                  1                  Yes          Part of Property BLINDS                           BOARDROOM                   Window Covering                  6                  Yes          Part of Property AIRCON MIDWALL SPLIT             BOARDROOM                   Cooling System                   1                  Yes          Part of Property SMOKE DETECTOR                   BOARDROOM                   H&S                              1                  Yes          Part of Property BLINDS                           BOARDROOM                   Window Covering                  2                  Yes          Part of Property SMOKE DETECTOR                   BOARDROOM                   H&S                              1                  Yes          Part of Property BLINDS                           FOYER                       Window Covering                  1                  Yes          Part of Property AIRCON CASSETTE TYPE             FOYER                       Cooling System                   1                  Yes          Part of Property FIRE EXTINGUISHER (2KG)          GENERAL                     H&S                              1       Yes                     Part of Property RETURN AIR GRILL                 GENERAL                     Cooling System                   4                  Yes          Part of Property AIRCON MIDWALL SPLIT             GENERAL                     Cooling System                   1                  Yes          Part of Property SMOKE DETECTOR                   GENERAL                     H&S                              1                  Yes          Part of Property





 






BLINDS                           MLC                         Window Covering                  4                  Yes          Part of Property AIRCON MIDWALL SPLIT             MLC                         Cooling System                   1                  Yes          Part of Property CEILING AIRCON - Diffusers       MLC                         Cooling System                   1                  Yes          Part of Property SMOKE DETECTOR                   MLC                         H&S                              1                  Yes          Part of Property AIRCON MIDWALL SPLIT             H&O                         Cooling System                   1                  Yes          Part of Property BLINDS                           H&O                         Window Covering                  3                  Yes          Part of Property SMOKE DETECTOR                   H&O                         H&S                              1                  Yes          Part of Property FIRE EXTINGUISHER (2KG)          GROUNDFLOOR                 H&S                              1       Yes                     Part of Property BLINDS                           GROUNDFLOOR                 Window Covering                  3                  Yes          Part of Property WATER BOILER                     GROUNDFLOOR                 Fixed furniture                  1                  Yes          Part of Property KITCHEN CUPBOARDS                GROUNDFLOOR                 Fixed furniture                  2                  Yes          Part of Property KITCHEN COUNTER                  GROUNDFLOOR                 Fixed furniture                  1                  Yes          Part of Property AIRCON CASSETTE TYPE             GROUNDFLOOR                 Cooling System                   1                  Yes          Part of Property AIRCON MIDWALL SPLIT             GROUNDFLOOR                 Cooling System                   2                  Yes          Part of Property DB BOARD                         GROUNDFLOOR                 H&S                              1                  Yes          Part of Property SMOKE DETECTOR                   GROUNDFLOOR                 H&S                              1                  Yes          Part of Property CEILING AIRCON - Diffusers       GROUNDFLOOR                 Cooling System                   1                  Yes          Part of Property EXTRACTOR FAN                    GROUNDFLOOR                 H&S                              2                  Yes          Part of Property HANDRAIL                         GROUNDFLOOR                 H&S                              2                  Yes          Part of Property EXTRACTOR FAN                    GROUNDFLOOR                 H&S                              1                  Yes          Part of Property SHOWERHEAD                       GROUNDFLOOR                 H&S                              1                  Yes          Part of Property EXTRACTOR FAN                    GROUNDFLOOR                 H&S                              1                  Yes          Part of Property SMOKE DETECTOR                   GROUNDFLOOR                 H&S                              1                  Yes          Part of Property ARCON CONTROL PANEL              GROUNDFLOOR                 Cooling System                   1                  Yes          Part of Property SMOKE DETECTOR                   HR                          H&S                              2                  Yes          Part of Property BLINDS                           HR                          Window Covering                  1                  Yes          Part of Property CEILING AIRCON - Diffusers       HR                          Cooling System                   2                  Yes          Part of Property BLINDS                           FINANCE                     Window Covering                  1                  Yes          Part of Property SMOKE DETECTOR                   FINANCE                     H&S                              1                  Yes          Part of Property CEILING AIRCON - Diffusers       FINANCE                     Cooling System                   2                  Yes          Part of Property AIRCON MIDWALL SPLIT             FINANCE                     Cooling System                   1                  Yes          Part of Property BLINDS                           FINANCE                     Window Covering                  1                  Yes          Part of Property SMOKE DETECTOR                   FINANCE                     H&S                              1                  Yes          Part of Property BLINDS                           GROUNDFLOOR                 Window Covering                  1                  Yes          Part of Property





 






AIRCON MIDWALL SPLIT             FINANCE                     Cooling System                   1                  Yes          Part of Property SMOKE DETECTOR                   FINANCE                     H&S                              1                  Yes          Part of Property BLINDS                           FINANCE                     Window Covering                  5                  Yes          Part of Property INTERCOM PHONE                   FINANCE                     Fixed furniture                  1       Yes                     Part of Property FIRE EXTINGUISHER (9KG)          FINANCE                     H&S                              1       Yes                     Part of Property FIRE EXTINGUISHER (4.5KG)        FOYER                       H&S                              1       Yes                     Part of Property SMOKE DETECTOR                   FOYER                       H&S                              1                  Yes          Part of Property COUNTER                          BASEMENT                    Fixed furniture                  1                  Yes          Part of Property ROLLER SHUTTER DOOR              BASEMENT                    Fixed furniture                  2                  Yes          Part of Property FLORESCENT LIGHT                 BASEMENT                    Electrical                       10                 Yes          Part of Property MIDWALL SPLIT AIRCON             BASEMENT                    Cooling System                   1                  Yes          Part of Property FIRE EXTINGUISHER 9kg            BASEMENT                    H&S                              1                  Yes          Part of Property FIRE EXTINGUISHER 4.5kg          BASEMENT                    H&S                              1                  Yes          Part of Property FIRE ALARM SIREN                 BASEMENT                    H&S                              1                  Yes          Part of Property BURGLAR BARS                     BASEMENT                    Window Covering                  2                  Yes          Part of Property SAFETY GATES                     BASEMENT                    H&S                              2                  Yes          Part of Property