SUBSCRIPTION SHARES AND TITLE TO SHARES. 2.1 On issue the Subscription Shares will constitute 50.2487% of the Company's issued share capital and (save in relation to the Options referred to in clauses 8 and 9) will be free from any Encumbrance. 2.2 GMN is the legal and beneficial owner of the whole issued and. allotted share capital of the Company. Such share capital is all fully paid up and is free from any Encumbrance. 2.3 The unissued share capital of the Company is free from any Encumbrance and there are no arrangements in force or claimed entitling any person to, or to the creation of, any Encumbrance or to the issue or creation of any shares, stock, debentures or loan capital of the Company. SCHEDULE 3 AMENDMENT OF THE COMPANY'S ARTICLES OF ASSOCIATION The Company's articles of association will be amended as follows: 1. By inserting after existing article 16 the following new articles (and by numbering them accordingly): "CALLS ON SHARES AND FORFEITURE" An amount payable in respect of a share at any fixed date, whether in respect of nominal value or premium, shall be deemed to be a call in respect of moneys unpaid on such share and the relevant member shall pay to the Company the required amount on such date without the need for further notice of such call to be given to the relevant member. If the directors however resolve that no call will he deemed made on such date the call will be made on such later date as the directors within their discretion determine having given the relevant member a minimum of 7 days notice of such later date. If payment is not duly made on the relevant fixed date in respect of a call referred to in article [1, or such later date as the directors shall determine in accordance with such article, any share in respect of which payment was not duly made, may be forfeited by a resolution of the directors and the forfeiture shall include all dividends or other moneys payable in respect of the forfeited shares and not paid before the forfeited. A person any of whose shares have been forfeited shall cease to be a member in respect of them and shall surrender to the Company for cancellation the certificate for the shares, forfeited. 2. By inserting after existing article 41 the following new article (and by numbering it accordingly): "No member shall vote at any meeting of members or at any separate meeting of any class of shares in the Company, either in person or by proxy, in respect of any share held by him unless all moneys presently payable by him in respect of that ...

SUBSCRIPTION SHARES AND TITLE TO SHARES. 2.1 On issue, the Subscription Shares will be free from any Encumbrance. 2.2 The unissued share capital of the Company is free from any Encumbrance and there are no arrangements in force or claimed entitling any person to, or to the creation of, any Encumbrance or to the issue or creation of any shares, stock, debentures or loan capital of the Company. THIS AGREEMENT has been entered into on the date stated at the beginning of this document. Signed by: ) for and on behalf of ) DRD (ISLE OF MAN) LIMITED ) /s/ I.L. Xxxxxx in the presence of: ) Signed by: ) for and on behalf of: ) DURBAN ROODEPOORT DEEP LIMITED ) /s/ X. Xxxxx in the presence of: ) (1) DRD (ISLE OF MAN) LIMITED (2) DURBAN ROODEPOORT DEEP LIMITED

SUBSCRIPTION SHARES AND TITLE TO SHARES. 2.1. On issue, the Subscription Shares will be free from any Encumbrance. 2.2. The unissued share capital of the Company is free from any

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Title to Purchased Shares The Purchased Shares are owned by the Vendors as the registered and beneficial owner thereof with good and marketable title, free and clear of all Encumbrances.
Title to Shares Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.
Purchased Shares Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), all of the Shares.
Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.
Purchase Shares Subject to the terms and conditions hereinafter set forth herein, the Holder is entitled, upon surrender of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the holder hereof in writing), to purchase from the Company up to ( ) fully paid and nonassessable shares of Common Stock, par value $0.0001, of the Company, as constituted on the Warrant Issue Date (the “Common Stock”). The number of shares of Common Stock issuable pursuant to this Section 1 (the “Shares”) shall be subject to adjustment pursuant to Section 9 hereof.
Acquired Shares Any Shares or other voting securities of the Bank with respect to which beneficial ownership is acquired by Shareholder or its affiliates, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such Shares or upon exercise or conversion of any securities of the Bank, if any, after the date hereof shall automatically become subject to the terms of this Agreement.
Consideration Shares All Consideration Shares will, when issued in accordance with the terms of the Arrangement, be duly authorized, validly issued, fully paid and non-assessable Purchaser Shares.
Purchase and Sale of Shares and Warrants Subject to the satisfaction (or waiver) of the conditions to Closing set forth in this Agreement and the Escrow Agreement, each Subscriber shall purchase the Shares and Warrants for the portion of the Purchase Price indicated on the signature page hereto, and the Company shall sell such Shares and Warrants to the Subscriber. The Purchase Price for the Shares and Warrants shall be paid in cash. The entire Purchase Price shall be allocated to the Shares.
New Shares Stockholder agrees that any shares of Company Capital Stock that Stockholder purchases or with respect to which Stockholder otherwise acquires beneficial ownership after the date of this Agreement and prior to the Expiration Date (“New Shares”) shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares.
Exchange Shares The Exchange Shares have been duly and validly authorized by all necessary action, and, when issued and delivered pursuant to this Agreement, such Exchange Shares will be duly and validly issued and fully paid and nonassessable, will not be issued in violation of any preemptive rights, and will not subject the holder thereof to personal liability.

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