Common use of SUSPENSIVE CONDITIONS Clause in Contracts

SUSPENSIVE CONDITIONS. 3.1 This Agreement, save for the provisions of clause 1, this clause 3, and clauses 6 to 16 which will become effective immediately, shall be subject to the suspensive conditions that, by no later than 30 November 2006 3.1.1 each of the Transaction Documents has been entered into and has become unconditional in accordance with its terms, save in respect of any condition requiring that this Agreement becomes unconditional; 3.1.2 all such resolutions have been passed by the shareholders and directors of the Company and, where required, registered by the Registrar of Companies, as may be necessary in order to approve and implemen the provisions of this Agreement. 3.2 The Suspensive Conditions have been inserted for the benefit of both Parties and may therefore only be waived by agreement in writing between the Parties. 3.3 Each of the Parties will use commercially reasonable endeavours and the Parties will co-operate in good faith to procure the fulfilment of the Suspensive Conditions as soon as reasonably possible after the Signature Date. 3.4 Unless all the Suspensive Conditions have been fulfilled or waived by not later than the date specified for fulfilment thereof set out above (or such later date or dates as may be agreed in writing between the Parties) the provisions of this Agreement, save for the provisions of clause 1, this clause 3, and clauses 6 to 16 which will become effective immediately, 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 Suspensive Conditions, save for any claims arising from a breach of the provisions of clause 3.3. 4.1 DRDGOLD hereby, but with effect from the Closing Date, subscribes for the Subscription bhares at the Subscription Price. 4.2 DRDGOLD shall pay the Subscription Price on the Closing Date in cash by electronically transfer to the Nominated Attorneys, which shall receive it on behalf of the Company and will be instructed to apply it, immediately upon clearance of the funds, as follows — 4.2.1 R4,300,000.00 (four million three hundred thousand rand) to pay to DRDGOLD in settlement of the purchase consideration payable by the Company to DRDGOLD pursuant to the exercise by the Company of the option to acquire from DRDGOLD 50,000,000 (fifty million) ordinary shares in the capital of DRDSA; 4.2.2 R1,279,500.00 (one million two hundred and seventy nine thousand five hundred rand) to pay to Blyvoor in settlement of the subscription price payable by the Company to Blyvoor for the subscription by the Company for the Blyvoor Class B Pref Share; 4.2.3 8909,500.00 (nine hundred and nine thousand five hundred rand) to pay to Crown in settlement of the subscription price payable by the Company to Crown for the subscription by the Company for the Crown Class B Pref Share; and 4.2.4 85,360,000.00 (five million three hundred and sixty thousand rand) to pay to ERPM in settlement of the subscription price payable by the Company to ERPM for the subscription by the Company for the ERPM Class B Pref Share. 4.3 On the Closing Date, against compliance by the Company with the obligation to pay the Subscription Price, the Company shall allot and issue the Subscription Shares and shall deliver the share certificate in respect thereof to DRDGOLD. 4.4 The creation duty payable on the creation of the Class B Pref Share shall be borne and paid by DRDGOLD.

SUSPENSIVE CONDITIONS. 3.1 This AgreementThe provisions of this clause 3 and clauses 1, save for 2 and 14 to 19 (both inclusive) shall take effect and become operative immediately upon the Signature Date. 3.2 All of the provisions of this Agreement, except for those which take effect and become operative immediately in terms of clause 1, this clause 3, and clauses 6 to 16 which will become effective immediately3.1 above, shall be subject to the fulfilment or waiver of the following suspensive conditions that, by no later than 30 November 2006(Suspensive Conditions) on or before the Long Stop Date (unless otherwise specified): 3.1.1 each 3.2.1 that the sale of the Transaction Documents has been entered into and has become unconditional Phase II Rock Dump (as contemplated in accordance with its termsthe Asset Sale Agreement) is concluded to the satisfaction of the Purchaser, save as confirmed in respect of any condition requiring that this Agreement becomes unconditional; 3.1.2 all such resolutions have been passed writing by the shareholders and directors Purchaser within 10 (ten) Business Days of the Company expiry of the Phase II Collection Period; and 3.2.2 that the Purchaser procures funding for the payments required in terms of clauses 6.1.1 and 6.2. 3.3 The Seller may waive the Suspensive Conditions by written notice to the Purchaser. 3.4 If any of the Suspensive Conditions is not fulfilled or waived (as the case may be) on or before the Long Stop Date, where required, registered by the Registrar of Companies, as may be necessary in order to approve and implemen then the provisions of this Agreement that are suspended shall not take effect and the provisions that have taken effect shall fall away with the exception of the provisions of this this clause 3 and clauses 1, and 14 to 19 (both inclusive) which shall survive and shall be enforceable under this Agreement, and the Sale Agreement shall continue to apply. 3.2 The 3.5 If the Suspensive Conditions have been inserted for are fulfilled or waived (as the benefit case may be) on or before the Long Stop Date, then all the provisions of both Parties this Agreement which were suspended in terms of clause 3.2 above shall also take effect and may therefore only be waived by agreement in writing between become operative, and the Partieswhole of this Agreement shall accordingly become unconditional. 3.3 Each of the 3.6 The Parties will shall, where it is within their respective power and control to do so, use commercially their respective reasonable commercial endeavours and the Parties will co-operate in good faith to procure the fulfilment of the Suspensive Conditions as soon as reasonably possible after the Signature Date. 3.4 Unless all the Suspensive Conditions have been fulfilled or waived by not later than the date specified for fulfilment thereof set out above (or such later date or dates as may be agreed in writing between the Parties) the provisions of this Agreement, save for the provisions of clause 1, this clause 3, and clauses 6 to 16 which will become effective immediately, 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 Suspensive Conditions, save for any claims arising from a breach of the provisions of clause 3.3. 4.1 DRDGOLD hereby, but with effect from in any event before the Closing Long Stop Date, subscribes for the Subscription bhares at the Subscription Price. 4.2 DRDGOLD shall pay the Subscription Price on the Closing Date in cash by electronically transfer to the Nominated Attorneys, which shall receive it on behalf of the Company and will be instructed to apply it, immediately upon clearance of the funds, as follows — 4.2.1 R4,300,000.00 (four million three hundred thousand rand) to pay to DRDGOLD in settlement of the purchase consideration payable by the Company to DRDGOLD pursuant to the exercise by the Company of the option to acquire from DRDGOLD 50,000,000 (fifty million) ordinary shares in the capital of DRDSA; 4.2.2 R1,279,500.00 (one million two hundred and seventy nine thousand five hundred rand) to pay to Blyvoor in settlement of the subscription price payable by the Company to Blyvoor for the subscription by the Company for the Blyvoor Class B Pref Share; 4.2.3 8909,500.00 (nine hundred and nine thousand five hundred rand) to pay to Crown in settlement of the subscription price payable by the Company to Crown for the subscription by the Company for the Crown Class B Pref Share; and 4.2.4 85,360,000.00 (five million three hundred and sixty thousand rand) to pay to ERPM in settlement of the subscription price payable by the Company to ERPM for the subscription by the Company for the ERPM Class B Pref Share. 4.3 On the Closing Date, against compliance by the Company with the obligation to pay the Subscription Price, the Company shall allot and issue the Subscription Shares and shall deliver the share certificate in respect thereof to DRDGOLD. 4.4 The creation duty payable on the creation of the Class B Pref Share shall be borne and paid by DRDGOLD.

SUSPENSIVE CONDITIONS. 3.1 This Agreement, save for the provisions of clause 1, this clause 3, and clauses 6 8 to 16 15 which will become effective immediately, shall be subject to the suspensive conditions that, by no not later than 30 November 200631 October 2006 — 3.1.1 each of the Transaction Documents Khumo Gold SPV Pref Share Subscription Agreement has been entered into and has become unconditional in accordance with its terms, save in respect of any condition requiring that this Agreement becomes unconditional;; and 3.1.2 all such resolutions have the Trust Loan Agreement has been passed by the shareholders entered into and directors has become unconditional in accordance with its terms, save in respect of the Company and, where required, registered by the Registrar of Companies, as may be necessary in order to approve and implemen the provisions of this Agreement.any 3.2 The Suspensive Conditions have been inserted for the benefit of both all Parties and may therefore only be waived by agreement in writing between the Parties. 3.3 Each of the Parties will use commercially reasonable endeavours and the Parties will co-operate in good faith to procure the fulfilment of the Suspensive Conditions as soon as reasonably possible after the Signature Date. 3.4 Unless all the Suspensive Conditions have been fulfilled or waived by not later than the date specified for fulfilment thereof set out above (or such later date or dates as may be agreed in writing between the Parties) the provisions of this Agreement, save for the provisions of clause 1, this clause 3, and clauses 6 8 to 16 15 which will become effective immediately, will never become of any force or effect and the status quo ante will be restored as near as may be and neither none of the Parties will have any claim against the other others in terms hereof or arising from the failure of the Suspensive Conditions, save for any claims arising from a breach of the provisions of clause 3.3. 4.1 DRDGOLD hereby, but with effect from the Closing Date, subscribes for the Subscription bhares at the Subscription Price. 4.2 DRDGOLD shall pay the Subscription Price on the Closing Date in cash by electronically transfer to the Nominated Attorneys, which shall receive it on behalf of the Company and will be instructed to apply it, immediately upon clearance of the funds, as follows — 4.2.1 R4,300,000.00 (four million three hundred thousand rand) to pay to DRDGOLD in settlement of the purchase consideration payable by the Company to DRDGOLD pursuant to the exercise by the Company of the option to acquire from DRDGOLD 50,000,000 (fifty million) ordinary shares in the capital of DRDSA; 4.2.2 R1,279,500.00 (one million two hundred and seventy nine thousand five hundred rand) to pay to Blyvoor in settlement of the subscription price payable by the Company to Blyvoor for the subscription by the Company for the Blyvoor Class B Pref Share; 4.2.3 8909,500.00 (nine hundred and nine thousand five hundred rand) to pay to Crown in settlement of the subscription price payable by the Company to Crown for the subscription by the Company for the Crown Class B Pref Share; and 4.2.4 85,360,000.00 (five million three hundred and sixty thousand rand) to pay to ERPM in settlement of the subscription price payable by the Company to ERPM for the subscription by the Company for the ERPM Class B Pref Share. 4.3 On the Closing Date, against compliance by the Company with the obligation to pay the Subscription Price, the Company shall allot and issue the Subscription Shares and shall deliver the share certificate in respect thereof to DRDGOLD. 4.4 The creation duty payable on the creation of the Class B Pref Share shall be borne and paid by DRDGOLD.

SUSPENSIVE CONDITIONS. 3.1 This Agreement, save for the provisions of clause 1, this clause 3, and clauses 6 to 16 which will become effective immediately, shall be subject to the suspensive conditions that, by no later than 30 November 20062006 – 3.1.1 each of the Transaction Documents Trust Loan Agreement has been entered into and has become unconditional in accordance with its terms, save in respect of any condition requiring that this Agreement becomes unconditional;; and 3.1.2 all such resolutions have been passed by the shareholders and directors of the Company and, where required, registered by the Registrar of Companies, as may be necessary in order to approve and implemen implement the provisions of this Agreement. 3.2 The Suspensive Conditions have been inserted for the benefit of both Parties and may therefore only be waived by agreement in writing between the Parties. 3.3 Each of the Parties will use commercially reasonable endeavours and the Parties will co-operate in good faith to procure the fulfilment of the Suspensive Conditions as soon as reasonably possible after the Signature Date. 3.4 Unless all the Suspensive Conditions have been fulfilled or waived by not later than the date specified for fulfilment thereof set out above (or such later date or dates as may be agreed in writing between the Parties) the provisions of this Agreement, save for the provisions of clause 1, this clause 3, and clauses 6 to 16 which will become effective immediately, 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 Suspensive Conditions, save for any claims arising from a breach of the provisions of clause 3.3. 4.1 DRDGOLD hereby, but with effect from the Closing Date, subscribes for the Subscription bhares at the Subscription Price. 4.2 DRDGOLD shall pay the Subscription Price on the Closing Date in cash by electronically transfer to the Nominated Attorneys, which shall receive it on behalf of the Company and will be instructed to apply it, immediately upon clearance of the funds, as follows — 4.2.1 R4,300,000.00 (four million three hundred thousand rand) to pay to DRDGOLD in settlement of the purchase consideration payable by the Company to DRDGOLD pursuant to the exercise by the Company of the option to acquire from DRDGOLD 50,000,000 (fifty million) ordinary shares in the capital of DRDSA; 4.2.2 R1,279,500.00 (one million two hundred and seventy nine thousand five hundred rand) to pay to Blyvoor in settlement of the subscription price payable by the Company to Blyvoor for the subscription by the Company for the Blyvoor Class B Pref Share; 4.2.3 8909,500.00 (nine hundred and nine thousand five hundred rand) to pay to Crown in settlement of the subscription price payable by the Company to Crown for the subscription by the Company for the Crown Class B Pref Share; and 4.2.4 85,360,000.00 (five million three hundred and sixty thousand rand) to pay to ERPM in settlement of the subscription price payable by the Company to ERPM for the subscription by the Company for the ERPM Class B Pref Share. 4.3 On the Closing Date, against compliance by the Company with the obligation to pay the Subscription Price, the Company shall allot and issue the Subscription Shares and shall deliver the share certificate in respect thereof to DRDGOLD. 4.4 The creation duty payable on the creation of the Class B Pref Share shall be borne and paid by DRDGOLD.

SUSPENSIVE CONDITIONS. 3.1 5.1 This Agreement and its implementation is contingent upon the fulfillment and compliance with the following cumulative conditions (hereinafter: "the Suspensive Conditions"): 5.1.1 Obtaining of all the resolutions and approvals required for implementing the transactions covered by this Agreement from the competent organs of the Seller. 5.1.2 Obtaining of all the resolutions and approvals required for implementing the transactions covered by this Agreement from the competent organs of the Buyer. 5.1.3 Receiving an approval from the Income Tax Commission for implementation of the Spin-Off Process. 5.1.4 Obtaining the consent of third parties to the transfer of the Property Sold from the Seller to the Buyer, to the extent that such consents are required. 5.1.5 The fulfillment of all the Suspensive Conditions specified in the agreement for transfer of assets and liabilities under Section 105A(2) of the Income Tax Ordinance, which was signed by the parties on April 2, 2006. 5.2 If the Suspensive Conditions or any of them is not fulfilled within 6 months from the date of signing of this Agreement, save for and the provisions parties have not agreed to an extension of clause 1the time as stated in Clause 5.3 below, this clause 3Agreement will be null and void, without this being deemed to be a breach hereof and clauses 6 without any party having a right to 16 which will become effective immediatelyany remedy as a consequence thereof. 5.3 Notwithstanding the contents of Clause 5.2 above, shall be subject to the suspensive conditions that, by no later than 30 November 2006 3.1.1 each of the Transaction Documents has been entered into and has become unconditional in accordance with its termsparties will be entitled, save in respect by way of any condition requiring that this Agreement becomes unconditional; 3.1.2 all such resolutions have been passed by written notice to the shareholders and directors other party, to extend the date for fulfillment of the Company andSuspensive Conditions, where requiredeach time for a period of an additional 60 days over and above the last date that was specified for the fulfillment of the Suspensive Conditions prior to the giving of the notice, registered by but it is agreed that under no circumstances shall the Registrar period for fulfillment of Companies, as may the Suspensive Conditions be necessary in order to approve and implemen extended beyond a period of 24 months from the provisions date of signing of this Agreement. 3.2 The Suspensive Conditions have been inserted for 5.4 Notwithstanding the benefit contents of both Parties and may therefore only Clause 5.1 above, it is agreed that the parties will be waived by agreement in writing between entitled to waive the Parties. 3.3 Each fulfillment of the Parties will use commercially reasonable endeavours and the Parties will co-operate in good faith to procure the fulfilment any of the Suspensive Conditions as soon as reasonably possible after the Signature Date. 3.4 Unless all the Suspensive Conditions have been fulfilled or waived by not later than and/or to postpone the date specified for fulfilment thereof set out above (or such later date or dates as may be agreed in writing between the Parties) the provisions of this Agreement, save for the provisions of clause 1, this clause 3, and clauses 6 to 16 which will become effective immediately, will never become fulfillment 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 Suspensive Conditions, save for any claims arising from a breach of the provisions of clause 3.3. 4.1 DRDGOLD hereby, but with effect from the Closing Date, subscribes for the Subscription bhares at the Subscription Price. 4.2 DRDGOLD shall pay the Subscription Price on the Closing Date in cash by electronically transfer to the Nominated Attorneys, which shall receive it on behalf of the Company and will be instructed to apply it, immediately upon clearance of the funds, as follows — 4.2.1 R4,300,000.00 (four million three hundred thousand rand) to pay to DRDGOLD in settlement of the purchase consideration payable by the Company to DRDGOLD pursuant to the exercise by the Company of the option to acquire from DRDGOLD 50,000,000 (fifty million) ordinary shares in the capital of DRDSA; 4.2.2 R1,279,500.00 (one million two hundred and seventy nine thousand five hundred rand) to pay to Blyvoor in settlement of the subscription price payable by the Company to Blyvoor for the subscription by the Company for the Blyvoor Class B Pref Share; 4.2.3 8909,500.00 (nine hundred and nine thousand five hundred rand) to pay to Crown in settlement of the subscription price payable by the Company to Crown for the subscription by the Company for the Crown Class B Pref Share; and 4.2.4 85,360,000.00 (five million three hundred and sixty thousand rand) to pay to ERPM in settlement of the subscription price payable by the Company to ERPM for the subscription by the Company for the ERPM Class B Pref Share. 4.3 On the Closing Date, against compliance by the Company with the obligation to pay the Subscription Price, the Company shall allot and issue the Subscription Shares and shall deliver the share certificate in respect thereof to DRDGOLD. 4.4 The creation duty payable on the creation of the Class B Pref Share shall be borne and paid by DRDGOLD.

SUSPENSIVE CONDITIONS. 3.1 This Agreement, save for the provisions of clause 1, this clause 3, and clauses 6 to 16 which will become effective immediately, shall be subject to the suspensive conditions that, by no later than 30 November 20062006 – 3.1.1 each of the Transaction Documents Khumo Gold SPV Pref Shares Subscription Agreement has been entered into and has become unconditional in accordance with its terms, save in respect of any condition requiring that this Agreement becomes unconditional; 3.1.2 a special resolution has been passed and registered by the Registrar of Co mpanies in order to amend the rights, privileges and restrictions attaching to the Class A Pref Share, by substituting R0.74 (seventy four cents) for R0.85 (eighty five cents) where it appears in article 24(1)(d) 2.1 of the articles of association of the Company; and 3.1.3 all such resolutions have been passed by the shareholders and directors of the Company and, where required, registered by the Registrar of Companies, as may be necessary in order to approve and implemen implement the provisions of this Agreement. 3.2 The Suspensive Conditions have been inserted for the benefit of both Parties and may therefore only be waived by agreement in writing between the Parties. 3.3 Each of the Parties will use commercially reasonable endeavours and the Parties will co-operate in good faith to procure the fulfilment of the Suspensive Conditions as soon as reasonably possible after the Signature Date. 3.4 Unless all the Suspensive Conditions have been fulfilled or waived by not later than the date specified for fulfilment thereof set out above (or such later date or dates as may be agreed in writing between the Parties) the provisions of this Agreement, save for the provisions of clause 1, this clause 3, and clauses 6 to 16 which will become effective immediately, 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 Suspensive Conditions, save for any claims arising from a breach of the provisions of clause 3.3. 4.1 DRDGOLD hereby, but with effect from the Closing Date, subscribes for the Subscription bhares at the Subscription Price. 4.2 DRDGOLD shall pay the Subscription Price on the Closing Date in cash by electronically transfer to the Nominated Attorneys, which shall receive it on behalf of the Company and will be instructed to apply it, immediately upon clearance of the funds, as follows — 4.2.1 R4,300,000.00 (four million three hundred thousand rand) to pay to DRDGOLD in settlement of the purchase consideration payable by the Company to DRDGOLD pursuant to the exercise by the Company of the option to acquire from DRDGOLD 50,000,000 (fifty million) ordinary shares in the capital of DRDSA; 4.2.2 R1,279,500.00 (one million two hundred and seventy nine thousand five hundred rand) to pay to Blyvoor in settlement of the subscription price payable by the Company to Blyvoor for the subscription by the Company for the Blyvoor Class B Pref Share; 4.2.3 8909,500.00 (nine hundred and nine thousand five hundred rand) to pay to Crown in settlement of the subscription price payable by the Company to Crown for the subscription by the Company for the Crown Class B Pref Share; and 4.2.4 85,360,000.00 (five million three hundred and sixty thousand rand) to pay to ERPM in settlement of the subscription price payable by the Company to ERPM for the subscription by the Company for the ERPM Class B Pref Share. 4.3 On the Closing Date, against compliance by the Company with the obligation to pay the Subscription Price, the Company shall allot and issue the Subscription Shares and shall deliver the share certificate in respect thereof to DRDGOLD. 4.4 The creation duty payable on the creation of the Class B Pref Share shall be borne and paid by DRDGOLD.

SUSPENSIVE CONDITIONS. 3.1 This Agreement, save for the provisions of clause 1, this clause 3, and clauses 6 to 16 which will become effective immediately, shall be subject to the suspensive conditions that, by no later than 30 November 20062006 – 3.1.1 each of the Transaction Documents Khumo Gold SPV Pref Shares Subscription Agreement has been entered into and has become unconditional in accordance with its terms, save in respect of any condition requiring that this Agreement becomes unconditional; 3.1.2 a special resolution has been passed and registered by the Registrar of Companies in order to amend the rights, privileges and restrictions attaching to the Class A Pref Share, by substituting R0.74 (seventy four cents) for R0.85 (eighty five cents) where it appears in article 19(L) 2.1 of the articles of association of the Company; and 3.1.3 all such resolutions have been passed by the shareholders and directors of the Company and, where required, registered by the Registrar of Companies, as may be necessary in order to approve and implemen implement the provisions of this Agreement. 3.2 The Suspensive Conditions have been inserted for the benefit of both Parties and may therefore only be waived by agreement in writing between the Parties. 3.3 Each of the Parties will use commercially reasonable endeavours and the Parties will co-operate in good faith to procure the fulfilment of the Suspensive Conditions as soon as reasonably possible after the Signature Date. 3.4 Unless all the Suspensive Conditions have been fulfilled or waived by not later than the date specified for fulfilment thereof set out above (or such later date or dates as may be agreed in writing between the Parties) the provisions of this Agreement, save for the provisions of clause 1, this clause 3, and clauses 6 to 16 which will become effective immediately, 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 Suspensive Conditions, save for any claims arising from a breach of the provisions of clause 3.3. 4.1 DRDGOLD hereby, but with effect from the Closing Date, subscribes for the Subscription bhares at the Subscription Price. 4.2 DRDGOLD shall pay the Subscription Price on the Closing Date in cash by electronically transfer to the Nominated Attorneys, which shall receive it on behalf of the Company and will be instructed to apply it, immediately upon clearance of the funds, as follows — 4.2.1 R4,300,000.00 (four million three hundred thousand rand) to pay to DRDGOLD in settlement of the purchase consideration payable by the Company to DRDGOLD pursuant to the exercise by the Company of the option to acquire from DRDGOLD 50,000,000 (fifty million) ordinary shares in the capital of DRDSA; 4.2.2 R1,279,500.00 (one million two hundred and seventy nine thousand five hundred rand) to pay to Blyvoor in settlement of the subscription price payable by the Company to Blyvoor for the subscription by the Company for the Blyvoor Class B Pref Share; 4.2.3 8909,500.00 (nine hundred and nine thousand five hundred rand) to pay to Crown in settlement of the subscription price payable by the Company to Crown for the subscription by the Company for the Crown Class B Pref Share; and 4.2.4 85,360,000.00 (five million three hundred and sixty thousand rand) to pay to ERPM in settlement of the subscription price payable by the Company to ERPM for the subscription by the Company for the ERPM Class B Pref Share. 4.3 On the Closing Date, against compliance by the Company with the obligation to pay the Subscription Price, the Company shall allot and issue the Subscription Shares and shall deliver the share certificate in respect thereof to DRDGOLD. 4.4 The creation duty payable on the creation of the Class B Pref Share shall be borne and paid by DRDGOLD.

SUSPENSIVE CONDITIONS. 3.1 This The whole of this Agreement, save for other than the Preamble and the provisions of clause clauses 1, 2, this clause 3, clause 16.2, 16.3 and clauses 6 19 to 16 30 (both inclusive), which will become effective immediately, shall be of immediate force and effect on the Signature Date, is subject to the suspensive conditions thatfulfilment of the Suspensive Conditions, that by no later than 30 November 200615 December 2013: 3.1.1 each all of the Transaction Documents has suspensive conditions to the Loan Creation Consolidation Agreement have been fulfilled save for any condition/s contained therein requiring this Agreement to have been entered into and has become unconditional in accordance with its terms, save in respect of any condition requiring that this Agreement becomes and/or becoming unconditional;; and 3.1.2 all such resolutions have the Loan Creation Consolidation Agreement has been passed by implemented save for the shareholders and directors implementation of the Company and, where required, registered BBKT IBMR Share Sale Step and the payment by PPM to Ixx Xxxx and BBKT of the Registrar of Companies, as may be necessary in order to approve and implemen the provisions of this AgreementGuaranteed Amounts. 3.2 The Suspensive Conditions have been inserted for Forthwith after the benefit of both Parties and may therefore only be waived by agreement in writing between the Parties. 3.3 Each of Signature Date, the Parties will shall use commercially their respective reasonable endeavours and the Parties will co-operate in good faith to procure the fulfilment of the Suspensive Conditions Conditions, to the extent that it is within their power to do so, as soon expeditiously as reasonably possible after possible. 3.3 The Suspensive Conditions have been inserted for the Signature Datebenefit of all the Parties, who will be entitled to waive fulfilment of same (or part thereof) by written agreement prior to the expiry of the time period set out in clause 3.1 (or extended in accordance with clause 3.4). 3.4 Unless all the Suspensive Conditions have been fulfilled or waived by not later than the date specified for fulfilment thereof set out above in clause 3.1 (or such later date or dates as may be agreed in writing between the Parties) Parties before the aforesaid date or dates), the provisions of this Agreement, Agreement save for the provisions of clause 1, 2, this clause 3, and clauses 6 19 to 16 30 (both inclusive) which will become effective immediatelyremain 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 possible and neither none of the Parties will have any claim against the any other in terms hereof or arising from the failure of the Suspensive Conditions, save for any claims arising from a breach of clause 3.2 and/or any prior breach of any of the provisions of clause 3.3. 4.1 DRDGOLD hereby, but with effect from the Closing Date, subscribes for the Subscription bhares at the Subscription Price. 4.2 DRDGOLD shall pay the Subscription Price on the Closing Date in cash by electronically transfer this Agreement which became effective prior to the Nominated Attorneys, which shall receive it on behalf of the Company and will be instructed to apply it, immediately upon clearance of the funds, as follows — 4.2.1 R4,300,000.00 (four million three hundred thousand rand) to pay to DRDGOLD in settlement of the purchase consideration payable by the Company to DRDGOLD pursuant to the exercise by the Company of the option to acquire from DRDGOLD 50,000,000 (fifty million) ordinary shares in the capital of DRDSA; 4.2.2 R1,279,500.00 (one million two hundred and seventy nine thousand five hundred rand) to pay to Blyvoor in settlement of the subscription price payable by the Company to Blyvoor for the subscription by the Company for the Blyvoor Class B Pref Share; 4.2.3 8909,500.00 (nine hundred and nine thousand five hundred rand) to pay to Crown in settlement of the subscription price payable by the Company to Crown for the subscription by the Company for the Crown Class B Pref Share; and 4.2.4 85,360,000.00 (five million three hundred and sixty thousand rand) to pay to ERPM in settlement of the subscription price payable by the Company to ERPM for the subscription by the Company for the ERPM Class B Pref ShareEffective Date. 4.3 On the Closing Date, against compliance by the Company with the obligation to pay the Subscription Price, the Company shall allot and issue the Subscription Shares and shall deliver the share certificate in respect thereof to DRDGOLD. 4.4 The creation duty payable on the creation of the Class B Pref Share shall be borne and paid by DRDGOLD.