AIMS SHALL NOT BE REQUIRED TO MAKE AN OFFER TO ANY
OTHER SHAREHOLDER AND/OR INTEREST HOLDER IN EGI DIRECTLY AS A RESULT OF THE
CONVERSION REFERRED TO IN CLAUSE 8.1;
4.1.3
INVESTEC HAS UNDERTAKEN IN WRITING TO WAIVE ITS RIGHT OF
FIRST REFUSAL TO PROVIDE ADDITIONAL FUNDING TO EGSA PURSUANT TO CLAUSE 10.1 OF
THE INVESTEC LOAN AGREEMENT ON RECEIPT OF THE FUNDS ADVANCED UNDER THE
ADDITIONAL LOAN FACILITY IN TERMS OF CLAUSE 6.4 OF THIS AGREEMENT AND OTHERWISE
HAS PROVIDED ITS CONSENT, IF AND TO THE EXTENT THAT IT MAY BE NECESSARY, IN
WRITING TO THE CONCLUSION BY EGSA OF THIS AGREEMENT; AND
4.1.4
EGSA OBTAINS SUCH APPROVAL AS MAY BE NECESSARY FROM THE
EXCHANGE CONTROL DEPARTMENT OF THE SOUTH AFRICAN RESERVE BANK FOR THE
TRANSACTIONS CONTEMPLATED IN THIS AGREEMENT.
4.2
THE SUSPENSIVE CONDITION EXPRESSED IN:
4.2.1
CLAUSE 4.1.1 AND 4.1.2 IS STIPULATED FOR THE BENEFIT OF
AIMS AND MAY BE WAIVED IN WHOLE OR IN PART BY AIMS IN ITS SOLE AND ABSOLUTE
DISCRETION ON THE GIVING OF WRITTEN NOTICE TO THAT EFFECT TO EGSA;
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Restated Convertible Loan and Option Agreement
4.2.2
CLAUSE 4.1.3 IS STIPULATED FOR THE BENEFIT OF BOTH AIMS AND
EGSA AND MAY BE WAIVED IN WHOLE OR IN PART BY AGREEMENT IN WRITING BETWEEN THEM;
AND
4.2.3
CLAUSE 4.1.4 MAY NOT BE WAIVED.
4.3
IF THE SUSPENSIVE CONDITIONS REMAIN UNFULFILLED BY 15 MAY
2009, OR SUCH LATER DATE AS THE PARTIES MAY AGREE UPON IN WRITING PRIOR TO THAT
DATE, OR HAS NOT BEEN WAIVED IN TERMS OF CLAUSE 4.2, THEN ANY PARTY MAY
TERMINATE THIS AGREEMENT (IN RELATION TO THOSE CLAUSES REFERRED TO IN CLAUSE
4.1) BY NOTICE IN WRITING TO THE OTHER PARTIES AND THE REMAINING TERMS OF THIS
AGREEMENT SHALL NOT COME INTO FORCE OR EFFECT. IN SUCH EVENT, THE PARTIES SHALL
BE RESTORED AS NEARLY AS POSSIBLE TO THE POSITIONS IN WHICH THEY WOULD HAVE BEEN
HAD THIS AGREEMENT NOT BEEN ENTERED INTO AND NO PARTY SHALL HAVE ANY CLAIM
AGAINST ANY OTHER PARTY BY VIRTUE OF THE PROVISIONS OF THIS AGREEMENT.
5.
CANCELLATION AND SUBSTITUTION OF CONVERTIBLE LOAN
AGREEMENT
5.1
THE PARTIES ACKNOWLEDGE THAT:
5.1.1
THE CAPITAL AMOUNT OF THE INITIAL LOAN IS R 32,000,000
(THIRTY TWO MILLION RAND); AND
5.1.2
THE INTEREST ACCRUED ON THE INITIAL LOAN AS AT 30 APRIL 2009
IS R5,633,184 (FIVE MILLION SIX HUNDRED AND THIRTY THREE THOUSAND ONE HUNDRED
AND EIGHTY FOUR RAND).
5.2
WITH EFFECT FROM THE COMPLETION DATE, THE PARTIES HEREBY
AGREE THAT THE CONVERTIBLE LOAN AGREEMENT:
5.2.1
SHALL BE CANCELLED IN FAVOUR OF THIS AGREEMENT; AND
5.2.2
SHALL BE TERMINATED AND BE OF NO FURTHER FORCE OR EFFECT,
AND, ACCORDINGLY, ALL OF THE PARTIES RIGHTS AND OBLIGATIONS ARISING FROM THE
CONVERTIBLE LOAN AGREEMENT SHALL BE AS SET OUT IN THIS AGREEMENT.
6.
ADDITIONAL LOAN FACILITY
6.1
WITH EFFECT FROM THE COMPLETION DATE, AIMS HEREBY AGREES
TO GRANT THE ADDITIONAL LOAN FACILITY TO EGSA ON THE TERMS AND SUBJECT TO THE
CONDITIONS CONTAINED IN THIS AGREEMENT.
6.2
AIMS