Common use of SUSPENSIVE CONDITIONS Clause in Contracts

SUSPENSIVE CONDITIONS. 3.1 This rights and obligations of the parties under this agreement (other than those set out in this clause 3 and clauses 4, 21, 24, 25 and 26) are subject to and conditional upon the fulfilment of the following suspensive conditions on or before 30 September 1996, or such later date as may be determined pursuant to clause 3.3: 3.1.1 the conclusion of written agreements of lease between the purchaser and each of Strydom Park Property CC and Ferndale Property CC in respect of the premises for a period of 5 years, renewable at the option of the purchaser for a further period of 5 years, on market-related terms and conditions reasonably acceptable to the purchaser; 3.1.2 the conclusion of the management agreement, the intellectual property agreement and the employment agreements, and the fulfilment of all conditions to which those agreements are subject other than any condition relating to the conclusion of this agreement and its becoming unconditional; 3.1.3 the approval of the boards of directors of the purchaser, FSAH and FSAC; 3.1.4 the completion by the purchaser or its agents of a due diligence investigation into the affairs and financial position of the seller yielding results satisfactory to the purchaser, FSAH and FSAC. The costs of this investigation shall be borne by the purchaser; and 3.1.5 the preparation, completion and audit of the seller's 1996 financial statements and the ABL 1996 financial statements in accordance with clause 4. 3.2 Each of the parties shall use its best endeavours to procure fulfilment of the suspensive conditions. In particular, but without limitation, the seller and the warrantor undertake to make available all information requested by the purchaser, and to answer all questions and deal with all queries posed by the purchaser in the course of the due diligence investigation referred to in 3.1.5. 3.3 The suspensive conditions are for the benefit of the purchaser which may by written notice given to the seller prior to 30 September 1996, waive, or extend the period for, the fulfilment of any condition. 3.4 If any of the suspensive conditions fail (and fulfilment thereof is not waived in terms of 3.3), this agreement, (save for the provisions of this clause and clauses 4, 21, 24, 25 and 26) shall cease to be of any further force and effect and the parties shall be restored as nearly as may be possible to the positions in which they would have been had this agreement not been entered into. No party shall have any claim against any other as a result of the failure of the conditions, except for such claims, if any, as may result from a breach of the provisions of this clause.

SUSPENSIVE CONDITIONS. 3.1 This rights and obligations of the parties under this agreement parties, (other than those set out contained in this clause 3 and in clauses 4, 16, 20 and 21, 24, 25 and 26) are subject to and conditional upon the fulfilment of the following suspensive conditions on or before 30 September 1996, (the conditions) by no later than 31 May 1996 or such later other date as may be determined pursuant to clause 3.3:, (the fulfilment date): 3.1.1 the conclusion of written agreements of lease between a due diligence investigation to be conducted by the purchaser and each of Strydom Park Property CC and Ferndale Property CC in respect into the affairs of the premises for a period of 5 years, renewable at the option of the purchaser for a further period of 5 years, on market-related terms Company and conditions Propco yielding results reasonably acceptable satisfactory to the purchaser. Without limitation the purchaser shall not be obliged to declare itself satisfied with the results of the due diligence investigation if it is dissatisfied with the nature and extent of encumbrances on assets of the Company or Propco or with the accrued leave entitlements of employees of the Company; 3.1.2 the conclusion completion of the management agreement, the intellectual property agreement audit and the employment agreements, and preparation of the fulfilment audited financial statements of all conditions to which those agreements are subject other than any condition relating to the conclusion of this agreement and its becoming unconditionalCompany for the year ended 29 February 1996 (the February 1996 accounts) in accordance with clause4; 3.1.3 the approval consent of the boards of directors of Industrial Development Corporation to the purchasertransactions contemplated in this agreement, FSAH in a form and FSAC;substance reasonably satisfactory to the purchaser and 3.1.4 the completion by conclusion of a management agreement between Messrs. Welch, Morgan, the purchaser or its agents of a due diligence investigation into and the affairs and financial position Company substantially in the form of the seller yielding results satisfactory to the purchaser, FSAH and FSAC. The costs of this investigation shall be borne by the purchaser; and 3.1.5 the preparation, completion and audit of the seller's 1996 financial statements and the ABL 1996 financial statements in accordance with clause 4draft attached as Schedule 2. 3.2 Each of the parties shall use its best reasonable endeavours to procure fulfilment of the suspensive conditions. In particular, but without limitation, the seller and the warrantor undertake to make available all information requested by the purchaser, and to answer all questions and deal with all queries posed by the purchaser in the course of the due diligence investigation referred to in 3.1.5. 3.3 The suspensive conditions are for the benefit of the purchaser. The purchaser which may may, by written notice given to the seller prior to 30 September sellers given no later than 31 May 1996, be entitled to waive, or extend the period for, the fulfilment of any conditionof the conditions, provided that the period shall not, save by agreement, be extended beyond 30June 1996. 3.4 If any of the suspensive conditions fail (and fulfilment thereof is not waived in terms of 3.3), this agreementthe rights and obligations of the parties, (save for the provisions of those contained in this clause and in clauses 4, 16, 20 and 21, 24, 25 and 26) shall cease to be of any further force and effect and the parties shall be restored as nearly as may be possible to the positions in which they would have been had this agreement not been entered into. No party shall have any claim against any other as a result of the failure of the conditions, except for such claims, if any, as may result from a breach of the provisions of this clause. 3.5 The condition set out in 3.1.1 shall be deemed to be fulfilled unless the due diligence investigation reveals factors or circumstances not disclosed to the purchaser in writing as at the signature date, and which in the purchasers reasonable opinion materially affect the value of the Company.

SUSPENSIVE CONDITIONS. 3.1 4.1 This rights and obligations of the parties under this agreement (other than those set out in this clause 3 and clauses 4, 21, 24, 25 and 26) are is subject to and conditional upon the fulfilment fulfillment of the following suspensive conditions on or before 30 September 1996, or such later date as may be determined pursuant to clause 3.3:- 3.1.1 the conclusion of written agreements of lease between the purchaser and each of Strydom Park Property CC and Ferndale Property CC in respect of the premises for a period of 5 years, renewable at the option of the purchaser for a further period of 5 years, on market-related terms and conditions reasonably acceptable to the purchaser; 3.1.2 the conclusion of the management agreement, the intellectual property agreement and the employment agreements, and the fulfilment of all conditions to which those agreements are subject other than any condition relating to the conclusion of this agreement and its becoming unconditional; 3.1.3 the approval of the boards of directors of the purchaser, FSAH and FSAC; 3.1.4 the completion by the purchaser or its agents of a 4.1.1 The due diligence investigation into the affairs and financial position of the seller yielding results satisfactory to the purchaser, FSAH and FSAC. The costs of this investigation shall be borne by the purchaser; and 3.1.5 the preparation, completion and audit of the seller's 1996 financial statements and the ABL 1996 financial statements in accordance with clause 4. 3.2 Each of the parties shall use its best endeavours to procure fulfilment of the suspensive conditions. In particular, but without limitation, the seller and the warrantor undertake to make available all information requested by the purchaser, and to answer all questions and deal with all queries posed by the purchaser in the course of the due diligence investigation investigation(s) referred to in 3.1.5clause 5 being carried out to the satisfaction of the PURCHASER; 4.1.2 The SELLER procuring and furnishing the PURCHASER with a software assignment agreement in the form and format of the document annexed hereto as Annexure "C" duly signed and executed by CSS Software Solutions (Pty) Ltd and the persons jointly referred to therein as "THE ASSIGNOR"; 4.1.3 the SELLER providing the PURCHASER with documentary proof to the PURCHASER'S satisfaction and as the PURCHASER may reasonably require that the agreements referred to in Annexure "B" and the INTELLECTUAL PROPERTY are ceded, assigned and made over unto and in favour of the PURCHASER, free of liability or encumbrance; 4.1.4 All necessary and required approvals being obtained from the regulatory authorities including but not limited to the Exchange Control Department of the South African Reserve Bank. 3.3 The suspensive conditions are for 4.1.5 XXXXXXXX signing and executing a restraint of trade and confidentiality undertaking substantially in the benefit form and format of the purchaser which may by written notice given to the seller prior to 30 September 1996, waive, or extend the period for, the fulfilment of any conditionAnnexure "D" hereto. 3.4 If any 4.1.6 XXXXXXXX entering into a contract of employment with the PURCHASER for a minimum period of 3 (three) years substantially in the form and format of Annexure "E" hereto. 4.2 In the event of the suspensive conditions fail referred to in clauses 4. 1.1 to 4.1.6 not being fulfilled within 30 (and fulfilment thereof is not waived thirty) days of the DATE HEREOF or any extension of such period in terms of 3.3)clause 4.5, the PURCHASER shall be entitled, by written notice to the SELLER, to declare this agreement, (save for the provisions agreement of this clause and clauses 4, 21, 24, 25 and 26) shall cease to be of any no further force and or effect and the parties shall be restored as nearly as may be possible to the positions whatsoever, in which they would have been had this agreement not been entered into. No event no party shall have any claim of any nature whatsoever against any the other as a result of thereof save that the failure of the conditions, except for such claims, if any, as may result from a breach of the provisions of this clauseSTATUS QUO ANTE shall be restored. 4.3 The suspensive conditions contained in clauses 4. 1.1 to 4.

SUSPENSIVE CONDITIONS. 3.1 This 4.1 The rights and obligations of the parties Parties under this agreement (other than Agreement, save for those set out in this clauses 1 to 4, clause 3 8 and clauses 4, 21, 24, 25 and 2613 to 16 (inclusive) are subject to and conditional upon the fulfilment of the following suspensive Suspensive Conditions: 4.1.1 that all and any approvals for the Transaction that may be required in terms of the Competition Act are granted, provided that: 4.1.1.1 each Party shall use its reasonable commercial endeavours to cooperate with and assist the other Parties in the preparation and lodging of the competition filing as soon as reasonably possible after the Signature Date and, in any event, within 45 days after the Signature Date; 4.1.1.2 the costs of the competition filing proceedings shall be borne and paid as follows: 4.1.1.2.1 the costs incurred by each Party in connection with gathering and collecting information required of it for the competition filing and of preparing that filing shall be borne by that Party (with the Sellers’ costs in this regard being part of the Transaction Fees) and all other costs incurred in connection with the competition proceedings shall be shared equally between the Sellers, on the one hand (as part of the Transaction Fees), and the Purchaser, on the other; and 4.1.1.2.2 the filing fee payable upon the filing of the merger notice shall be paid by the Purchaser; 4.1.1.3 such approval shall either be unconditional or, if such approval is conditional, on conditions on acceptable to the Purchaser, acting reasonably, insofar as such conditions affect the Purchaser, and to the Sellers, acting reasonably, insofar as such conditions affect the Sellers; and 4.1.1.4 neither the Purchaser nor the Sellers shall be entitled to bring appeal or before 30 September 1996review proceedings or a request for consideration pursuant to the non-approval or conditional approval of the Transaction, without the prior written consent of the other; 4.1.2 the Purchaser successfully raising at least USD150,000,000.00 (one hundred fifty million United States dollars) pursuant to the Debt Financing from Investec Bank Limited, or from another debt or equity financing source; 4.1.3 that all approvals which will be required by the Purchaser for its funding arrangements for the payment of the Purchase Price are duly obtained, at the Purchaser’s cost, from the South African exchange control authorities in terms of the Exchange Control Regulations, 1961 and if such later date approval is subject to conditions, the written acceptance of such conditions by the Parties, acting reasonably. The Purchaser shall make all filings required to obtain such approvals within 45 days after the Signature Date; 4.1.4 that all approvals which will be required by the Sellers in order to effect the provision of Future Shareholder Loans and the receipt of the Purchase Price are duly obtained, at the Sellers’ cost (as may be determined pursuant part of the Transaction Fees), from the South African exchange control authorities in terms of the Exchange Control Regulations, 1961 and if such approval is subject to clause 3.3:conditions, the written acceptance of such conditions by the Parties, acting reasonably. The Sellers shall make all filings required to obtain such approvals within 45 days after the Signature Date; 3.1.1 4.1.5 that the conclusion approval of written agreements the Minister of lease between Mineral Resources has been obtained as required in terms of section 11(1) of the purchaser and each of Strydom Park Property CC and Ferndale Property CC MPRD Act in respect of the premises for a period of 5 years, renewable at the option change in control of the purchaser Company resulting from the Transaction; provided, that: 4.1.5.1 each Party shall use its reasonable commercial endeavours to cooperate with and assist the Purchaser in the preparation and lodging of this filing and, in any event, the Purchaser shall make such filing within 60 days after the Signature Date; and 4.1.5.2 the costs incurred by each Party in connection with gathering and collecting information required of it for a further period this filing and the costs of 5 yearspreparing the filing shall be borne by that Party (with the Sellers’ costs being part of the Transaction Fees) and all other costs incurred in connection with the proceedings shall be paid by the Purchaser; 4.1.6 Gold One receiving approval by its shareholders of the Transaction, on market-related terms if required, and conditions reasonably acceptable if required as evidenced by the delivery by Gold One to the purchaserSellers and the Company of the results of the duly adopted, resolution by the Gold One shareholders giving such approval as released to the ASX; 3.1.2 the conclusion 4.1.7 as of the management agreementtime of fulfillment of the last of the Suspensive Conditions described in clauses 4.1.1 to 4.1.6, there shall have been no action taken under any Applicable Law or by any Governmental Authority which: 4.1.7.1 makes it illegal or otherwise enjoins or prohibits the intellectual property agreement and Transaction, or any other transactions contemplated hereby; or 4.1.7.2 results or would reasonably be expected to result in a judgment, order, decree or assessment of damages directly or indirectly relating to the employment agreementsTransaction, and which would have a Material Adverse Change on the Company; 4.1.8 a Material Adverse Change shall not have occurred on or before the date of fulfillment of the Suspensive Conditions other than the Suspensive Conditions contained in this clause 4.1.8 or clause 4.1.9 or should such Material Adverse Change have occurred, it will have been remedied by such fulfilment date; and 4.1.9 this Agreement shall not have been terminated pursuant to clause 14 below prior to the fulfilment of all conditions to which those agreements are subject other than any condition relating to the conclusion of this agreement and its becoming unconditional; 3.1.3 the approval of the boards of directors Suspensive Conditions described in clauses 4.1.1 to 4.1.8. 4.2 Save as provided in clause 4.3 below, each of the purchaser, FSAH and FSAC; 3.1.4 the completion by the purchaser or its agents of a due diligence investigation into the affairs and financial position of the seller yielding results satisfactory Parties shall (where it is within their power to the purchaser, FSAH and FSAC. The costs of this investigation shall be borne by the purchaser; and 3.1.5 the preparation, completion and audit of the seller's 1996 financial statements and the ABL 1996 financial statements in accordance with clause 4. 3.2 Each of the parties shall do so) use its best reasonable commercial endeavours to procure the fulfilment or the waiver, where permitted by this Agreement and Law, of the suspensive conditions. In particular, but without limitation, Suspensive Conditions on or before the seller and date falling 16 months after the warrantor undertake to make available all information requested by Signature Date (the purchaser“Suspensive Conditions Termination Date”). 4.3 The following Suspensive Conditions Termination Date, and to answer all questions and deal with all queries posed by not the purchaser date provided for in the course of the due diligence investigation referred to in 3.1.5. 3.3 The suspensive conditions are for the benefit of the purchaser which may by written notice given clause 4.2, shall apply to the seller prior to 30 September 1996, waive, or extend following clauses: 4.3.1 clause 4.1. 2 - 75 days after the period for, the fulfilment of any condition. 3.4 If any of the suspensive conditions fail (and fulfilment thereof is not waived in terms of 3.3), this agreement, (save for the provisions of this clause and clauses 4, 21, 24, 25 and 26) shall cease to be of any further force and effect and the parties shall be restored as nearly as may be possible to the positions in which they would have been had this agreement not been entered into. No party shall have any claim against any other as a result of the failure of the conditions, except for such claims, if any, as may result from a breach of the provisions of this clause.Signature Date; and

SUSPENSIVE CONDITIONS. 3.1 This The rights and obligations of the parties under this agreement (other than those set out in this clause 3 and clauses 4, 2119, 22, 23 and 24, 25 and 26) are subject to and conditional upon the fulfilment of the following suspensive conditions on or before 30 September 1996the dates specified in each condition, and failing specification, on or before the completion date, or such later date as may be determined pursuant to clause 3.3, provided that no condition shall be extended beyond the completion date: 3.1.1 the conclusion of written agreements of lease between the purchaser and each of Strydom Park Property CC and Ferndale Property CC in respect consents of the premises for a period of 5 yearsIndustrial Development Corporation, renewable at Stannic and the option landlords to the assignment of the purchaser for a further period of 5 years, on market-related terms contracts entered into between these persons and conditions reasonably acceptable to the purchaserseller; 3.1.2 the conclusion conclusion, contemporaneously with this agreement, of the management agreement, the intellectual property agreement and the employment escrow agreements, and the fulfilment of all conditions to which those agreements are subject subject, other than any condition relating to the conclusion of this agreement and its becoming unconditionalagreement; 3.1.3 the approval preparation, by 28 February 1997, of the effective date accounts in accordance with clause 4; 3.1.4 the conversion of Trek, by 30 April 1997 from a close corporation into a private company with limited liability, in terms of the Xxxxxxxxx Xxx, 0000; 3.1.5 the ratification, on or before 3 April 1997, of the transactions contained in this agreement by the boards of directors of the purchaser, FSAF, FSAH and FSAC;; and 3.1.4 3.1.6 the completion completion, on or before 3 April 1997, by the purchaser or its agents agents, of a due diligence investigation into the affairs and financial position of the seller sellers yielding results satisfactory to the purchaser, FSAF, FSAH and FSAC. The costs of In this investigation shall regard the sellers and the warrantors undertake to make available to the purchaser or its agents all documents and information which may reasonably be borne requested by them in the purchaser; and 3.1.5 the preparation, completion and audit conduct of the seller's 1996 financial statements and due diligence. The scope of the ABL 1996 financial statements in accordance with clause 4due diligence will include, without limitation, a limited review by Price Waterhouse of the effective date accounts. 3.2 Each of the parties shall use its best endeavours to procure fulfilment of the suspensive conditions. In particular, but without limitation, the seller and the warrantor undertake to make available all information requested by the purchaser, and to answer all questions and deal with all queries posed by the purchaser in the course of the due diligence investigation referred to in 3.1.5. 3.3 The suspensive conditions conditions, other than that set out in 3.1.2, are for the benefit of the purchaser purchaser, which may by written notice given to the seller and the Trek sellers prior to 30 September 1996the time specified for the fulfilment of any condition, be entitled to waive, or extend the period for, the fulfilment of any that condition. The suspensive condition set out in 3.1.2 is for the benefit of the purchaser, the seller and the Trek sellers who may, by written agreement entered into prior to the time specified for the fulfilment of the condition, be entitled to waive, or extend the period for the fulfilment of, such condition. 3.4 If any of the suspensive conditions fail (and fulfilment thereof is not waived in terms of 3.3), this agreement, (save for the provisions of this clause and clauses 4, 2119, 22, 23 and 24, 25 and 26) shall cease to be of any further force and effect and the parties shall be restored as nearly as may be possible to the positions in which they would have been had this agreement not been entered into. No party shall have any claim against any other as a result of the failure of the conditions, except for such claims, if any, as may result from a breach of the provisions of this clause.

SUSPENSIVE CONDITIONS. 3.1 This rights and obligations of the parties under this agreement parties, (other than those set out contained in this clause 3 and in clauses 4, 16, 20 and 21, 24, 25 and 26) are subject to and conditional upon the fulfilment of the following suspensive conditions on or before 30 September 1996, ("THE CONDITIONS") by no later than 31 May 1996 or such later other date as may be determined pursuant to clause 3.3:, ("THE FULFILMENT DATE"): 3.1.1 the conclusion of written agreements of lease between a due diligence investigation to be conducted by the purchaser and each of Strydom Park Property CC and Ferndale Property CC in respect into the affairs of the premises for a period of 5 years, renewable at the option of the purchaser for a further period of 5 years, on market-related terms Company and conditions Propco yielding results reasonably acceptable satisfactory to the purchaser. Without limitation the purchaser shall not be obliged to declare itself satisfied with the results of the due diligence investigation if it is dissatisfied with the nature and extent of encumbrances on assets of the Company or Propco or with the accrued leave entitlements of employees of the Company; 3.1.2 the conclusion completion of the management agreement, the intellectual property agreement audit and the employment agreements, and preparation of the fulfilment audited financial statements of all conditions to which those agreements are subject other than any condition relating to the conclusion of this agreement and its becoming unconditionalCompany for the year ended 29 February 1996 ("THE FEBRUARY 1996 ACCOUNTS") in accordance with clause4; 3.1.3 the approval consent of the boards of directors of Industrial Development Corporation to the purchasertransactions contemplated in this agreement, FSAH in a form and FSAC;substance reasonably satisfactory to the purchaser and 3.1.4 the completion by conclusion of a management agreement between Messrs. Welch, Morgan, the purchaser or its agents of a due diligence investigation into and the affairs and financial position Company substantially in the form of the seller yielding results satisfactory to the purchaser, FSAH and FSAC. The costs of this investigation shall be borne by the purchaser; and 3.1.5 the preparation, completion and audit of the seller's 1996 financial statements and the ABL 1996 financial statements in accordance with clause 4draft attached as Schedule 2. 3.2 Each of the parties shall use its best reasonable endeavours to procure fulfilment of the suspensive conditions. In particular, but without limitation, the seller and the warrantor undertake to make available all information requested by the purchaser, and to answer all questions and deal with all queries posed by the purchaser in the course of the due diligence investigation referred to in 3.1.5. 3.3 The suspensive conditions are for the benefit of the purchaser. The purchaser which may may, by written notice given to the seller prior to 30 September sellers given no later than 31 May 1996, be entitled to waive, or extend the period for, the fulfilment of any conditionof the conditions, provided that the period shall not, save by agreement, be extended beyond 30June 1996. 3.4 If any of the suspensive conditions fail (and fulfilment thereof is not waived in terms of 3.3), this agreementthe rights and obligations of the parties, (save for the provisions of those contained in this clause and in clauses 4, 16, 20 and 21, 24, 25 and 26) shall cease to be of any further force and effect and the parties shall be restored as nearly as may be possible to the positions in which they would have been had this agreement not been entered into. No party shall have any claim against any other as a result of the failure of the conditions, except for such claims, if any, as may result from a breach of the provisions of this clause. 3.5 The condition set out in 3.1.1 shall be deemed to be fulfilled unless the due diligence investigation reveals factors or circumstances not disclosed to the purchaser in writing as at the signature date, and which in the purchaser's reasonable opinion materially affect the value of the Company.

SUSPENSIVE CONDITIONS. 3.1 This rights and obligations Completion of the parties under this agreement (other than those set out in this clause 3 and clauses 4, 21, 24, 25 and 26) are Agreement is subject to and conditional upon the fulfilment satisfaction or waiver (if permitted) of the following suspensive conditions Suspensive Conditions on or before 30 September 1996, or such later date as may be determined pursuant to clause 3.3the Longstop Date: 3.1.1 the conclusion of written agreements of lease between Purchaser delivering confirmation that the purchaser and each of Strydom Park Property CC and Ferndale Property CC in respect of the premises for a period of 5 years, renewable at the option of the purchaser for a further period of 5 years, on market-related terms and conditions reasonably acceptable to the purchaserFinance Agreements have been entered into; 3.1.2 the conclusion suspensive conditions and conditions precedent to drawdown contained in the Finance Agreements (the “Finance Conditions”), which are under the Purchaser’s control to fulfil, having been fulfilled or waived in accordance with the terms of the management agreementFinance Agreements, the intellectual property agreement and the employment agreements, and the fulfilment of all conditions to which those agreements are subject other than save for any condition relating requiring this Agreement to the conclusion of this agreement and its becoming become unconditional; 3.1.3 all regulatory approvals required from, amongst others, the approval Financial Surveillance Department of the boards of directors South African Reserve Bank, in order to implement the sale and purchase of the purchaser, FSAH Intercompany Receivables and FSACIntercompany Payables having been received by the Seller; 3.1.4 the completion Seller having provided the KYC Documents, in the form specified in the KYC Documents List, to the Purchaser; 3.1.5 the Seller, having notified the Change of Control Customers of the Transaction pursuant to the respective agreements; 3.1.6 the licence required in order to operate as an authorised company in terms of Mauritian law having been issued to Ctrack Holdings, as issued by the purchaser or its agents Financial Services Commission of a due diligence investigation into the affairs and financial position Mauritius; 3.1.7 no lien having been granted over any of the seller yielding results satisfactory assets of the Group in favour of South Ocean Funding, LLC pursuant to the purchaser, FSAH and FSAC. The costs existing finance arrangements of this investigation shall be borne by the purchaserInseego; and 3.1.5 3.1.8 the preparationremaining Finance Conditions which are not under the Purchaser’s control to fulfil, completion and audit of the seller's 1996 financial statements and the ABL 1996 financial statements having been fulfilled or waived in accordance with clause 4the terms of the Finance Agreements, save for any condition requiring this Agreement to become unconditional. 3.2 Each of the parties shall The Parties shall, where it is within their respective power and control to do so, use its best their respective reasonable endeavours to procure fulfilment the satisfaction of each of the suspensive conditions. In particular, but without limitation, Suspensive Conditions set out in clauses 3.1.3 to 3.1.7 (inclusive) as soon as reasonably practicable following the seller and the warrantor undertake to make available all information requested by the purchaser, and to answer all questions and deal with all queries posed by the purchaser in the course of the due diligence investigation referred to in 3.1.5Signature Date. 3.3 The suspensive conditions Purchaser shall, where it is within its power and control to do so, use all reasonable endeavours to procure the satisfaction of each the Suspensive Conditions set out in clauses 3.1.1, 3.1.2 and 3.1.8 as soon as reasonably practicable following the Signature Date. 3.4 The Suspensive Conditions in: 3.4.1 clauses 3.1.1, 3.1.2, 3.1.4, 3.1.5, 3.1.7 and 3.1.8 are stipulated for the benefit of the purchaser which Purchaser alone and may be waived by the Purchaser at any time before the Longstop Date, but only by written notice given to the seller prior to 30 September 1996, waive, or extend the period for, the fulfilment Seller before such date; and 3.4.2 clauses 3.1.3 and 3.1.6 are incapable of any conditionwaiver. 3.4 3.5 If any of the suspensive conditions fail (and fulfilment thereof Suspensive Condition is not satisfied or waived in terms of 3.3), this agreement, (save for the provisions of this clause and clauses 43 on or before the Longstop Date, 21, 24, 25 and 26) shall cease to be of any further force and effect and the parties shall be restored as nearly as may be possible to the positions in which they would have been had this agreement not been entered into. No party neither Party shall have any claim against any the other Party as a result of the failure of the conditionsor in connection with any such non-satisfaction or non-waiver, except other than a claim for such claims, if any, as may result from a breach by a Party of any of its obligations under clause 3.2 and/or clause 3.3 and the provisions of this clauseParties indemnify each other accordingly.

SUSPENSIVE CONDITIONS. 3.1 This rights and obligations of the parties under this whole agreement (other than those set out in 1, this clause 3 and clauses 415 to 20 (inclusive), 21, 24, 25 and 26by which the parties shall be bound) are is subject to and conditional upon the fulfilment of the following suspensive conditions on or before 30 September 1996, or such that by no later than the sixtieth day ("first date") following the signature date as may be determined pursuant to clause 3.3:- 3.1.1 all such consents, approvals, confirmations, authorisations and the conclusion of written agreements of lease between like which are required from any regulatory authority (including the purchaser Western Cape Gambling and each of Strydom Park Property CC Racing Board and Ferndale Property CC in respect the Exchange Control Department of the premises for South African Reserve Bank) in order to implement this agreement are granted in a period of 5 years, renewable at the option of the purchaser for a further period of 5 yearsform which is reasonably satisfactory to CCA; 3.1.2 PSG gives its consent, on market-related terms and conditions reasonably acceptable to the purchaser; 3.1.2 the conclusion of the management agreementCCA, the intellectual property agreement and the employment agreements, and the fulfilment of all conditions to which those agreements are subject other than any condition relating to the conclusion implementation of this agreement and its becoming unconditionaltransaction; 3.1.3 the approval of the boards board of directors of COIL approves and ratifies this agreement, in the purchaserform contained in the draft resolution which is annexure A hereto, FSAH and FSACCOIL delivers to CCA a copy of such resolution, certified as a true copy by any director of COIL; 3.1.4 the completion board of directors of CCA approves and ratifies this agreement, in the form contained in the draft resolution which is annexure B hereto, and CCA delivers to COIL a copy of such resolution, certified as a true copy by the purchaser or its agents any director of a due diligence investigation into the affairs and financial position of the seller yielding results satisfactory to the purchaser, FSAH and FSAC. The costs of this investigation shall be borne by the purchaser; and 3.1.5 the preparation, completion and audit of the seller's 1996 financial statements and the ABL 1996 financial statements in accordance with clause 4CCA. 3.2 Each of the parties party shall use its best reasonable endeavours to procure the fulfilment of the suspensive conditions. In particular, but without limitation, the seller and the warrantor undertake to make available all information requested by the purchaser, and to answer all questions and deal with all queries posed by the purchaser in the course of the due diligence investigation conditions referred to in 3.1.53.1 with utmost speed. 3.3 The suspensive conditions are for Either party shall have the benefit of the purchaser which may right, by giving written notice given to that effect to the seller prior other party, to 30 September 1996, waive, or extend the period for, the for fulfilment of any condition. 3.4 If any of the suspensive conditions fail (for a further sixty days following the first date. 3.4 The suspensive conditions are expressed to be for the benefit of both the parties and fulfilment thereof may therefore not be waived other than by written agreement between them. 3.5 If any suspensive condition is not fulfilled for any reason whatever, is not fictionally deemed to have been fulfilled and is not waived in terms of 3.33.4, then - 3.5.1 this whole agreement (other than 1, this 3 and 15 to 20 (inclusive), this agreement, (save for by which the provisions of this clause and clauses 4, 21, 24, 25 and 26parties shall remain bound) shall cease to be of any further no force and effect and or effect; 3.5.2 the parties shall be entitled to be restored as nearly near as may be possible to the positions in which they would have been been, had this agreement not been entered into. No ; and 3.5.3 neither party shall have any claim against any the other as a result in terms of the failure of the conditions, this agreement except for such claims, claims (if any, ) as may result arise from a breach of the provisions this 3 or from any other provision of this clauseagreement by which the parties remain bound.

SUSPENSIVE CONDITIONS. 3.1 4.1 This rights and obligations of the parties under this agreement (other than those set out in this clause 3 entire Agreement, save for clauses 1, 2, 3, 4 and clauses 412 to 20, 21both inclusive, 24, 25 and 26) are is subject to and conditional upon the fulfilment of the following suspensive conditions on or before by not later than 30 September 1996April 2004, or such later date as the Parties may agree in writing: 4.1.1 the entering into between ARMI and Avmin of the ARMI Avmin Acquisition Agreement and that agreement becoming unconditional in accordance with its terms; 4.1.2 the entering into between Harmony, Kalgold, ARM Platinum and Avmin of the Kalplats Acquisition Agreement and that agreement becoming unconditional in accordance with its terms; 4.1.3 the entering into between ARMI and Harmony of the ARMI Harmony Voting Agreement and that agreement becoming unconditional in accordance with its terms; 4.1.4 the approval, insofar as it may be determined pursuant to clause 3.3: 3.1.1 necessary in law and/or required by any stock exchange on which the conclusion shares of written agreements of lease between the purchaser and each of Strydom Park Property CC and Ferndale Property CC in respect Avmin are listed, of the premises for a period shareholders of 5 years, renewable at Avmin to enable the option of the purchaser for a further period of 5 years, on market-related terms and conditions reasonably acceptable of this Agreement to be carried into effect (including the purchaserapproval of its shareholders by way of ordinary resolution in terms of Section 228 of the Companies Act, 1973); 3.1.2 the conclusion of the management agreement, the intellectual property agreement and the employment agreements, and the fulfilment of all conditions to which those agreements are subject other than any condition relating to the conclusion of this agreement and its becoming unconditional; 3.1.3 4.1.5 the approval of the boards Transaction by the relevant Competition authority by its issuing a clearance certificate which is either unconditional or subject to such conditions as may be acceptable to the Parties, in terms of directors Section 14(1 )(b) of the purchaserCxxxxxxxxxx Xxx, FSAH and FSAC0000 (“the Competition Act”), or its being deemed to have approved the Transaction in terms of section 14(2) of the Competition Act; 3.1.4 4.1.6 written confirmation from the completion Company’s debt financiers, namely Standard Corporate and Merchant Bank Limited (a division of The Standard Bank of South Africa Limited) and various hedging counterparties pursuant to the provisions of certain hedging contracts which each of them have entered into with the Company), that each of them has approved the changes of shareholding in the Company envisaged by this Agreement and the purchaser potential acquisition by Harmony of up to 100% (one hundred percent) of the issued share capital of the Company pursuant to the mandatory offer referred to in clause 11 and that such changes shall not affect in any way any of the terms of any of their arrangements with the Company or its agents shareholders; 4.1.7 written confirmation from the JSE Securities Exchange, South Africa (“JSE”) (obtained by Harmony, at its expense) that the JSE has agreed to list the Harmony Exchange Shares with effect from commencement of a due diligence investigation into business on the affairs first Business Day after the day on which the final written confirmation (referred to in clause 6.1.1) is signed and financial position of the seller yielding results satisfactory to the purchaser, FSAH and FSAC. The costs of this investigation shall be borne by the purchaser; and 3.1.5 the preparation, completion and audit of the seller's 1996 financial statements and the ABL 1996 financial statements in accordance with clause 4delivered. 3.2 Each of the parties 4.2 The Parties shall use its best reasonable commercial endeavours to procure the fulfilment of the suspensive conditions. In particular, but without limitation, the seller and the warrantor undertake to make available all information requested by the purchaser, and to answer all questions and deal with all queries posed by the purchaser in the course of the due diligence investigation conditions referred to in 3.1.5. 3.3 The suspensive conditions are for clause 4.1 as soon as reasonably possible after the benefit of the purchaser which may by written notice given to the seller prior to 30 September 1996, waive, or extend the period for, the fulfilment of any condition. 3.4 Signature Date. If any all of the suspensive conditions fail (and fulfilment thereof is are not waived in terms fulfilled and/or waived, the provisions of 3.3), this agreement, Agreement (save for the provisions of this clause clauses 1, 2, 3, 4 and clauses 412 to 20, 21both inclusive, 24, 25 which shall remain of full force and 26effect) shall cease to be of any further no force and or effect and the parties shall be restored as nearly as may be possible to the positions in which they would have been had this agreement not been entered into. No party no Party shall have any claim against any other as a result for anything done hereunder or arising hereout. 4.3 The suspensive condition referred to in clause 4.1.7 has been inserted for the benefit of Avmin which shall be entitled, in its sole and absolute discretion, to waive fulfilment of such suspensive condition, in whole or in part, by giving written notice of such waiver to Harmony on or before the failure of date referred to in clause 4. 1. All other suspensive conditions (save for that in clause 4.1.5 which may not be waived) may be waived by the conditions, except for such claims, if any, as may result from a breach of the provisions of this clauseParties by written agreement.