Joshua Daniels, a senior family member, approaches you for assistance. He explains to you that he entered into an agreement for the sale of shares with Terry Mthembu, the representative of Ewing Enterprises Ltd, the owner of the shares in question. Joshua, being a person with limited exposure to written and structured contracts, is rather insecure about the content of the provisions within the agreement itself. He requests that you explain the relevance, meaning and purpose of the following provisions to him in detail ((a) - (c) below): (a) PARTIES (1) Ewing Enterprises, a public company with limited liability incorporated in the Republic of South Africa with registration number: 2001/08221/08, with its registered address at 135 Rivonia Road, Sandown, Sandton, 2196, South Africa, duly represented Terry Mthembu, in his capacity as Chief Executive Officer ("the Seller"). (2) Mr Joshua Daniels, ID no: 590718 5178 08 9, with his physical address at 21 Simonsberg Avenue, Bosmont, Johannesburg, 2093 ("the Purchaser"). 2. SALE OF THE SHARES 2.1 The Seller agrees to sell the Sale Shares to the Purchaser and the Purchaser agrees to purchase the Sale Shares from the Seller on the terms set out in this Agreement. 2.2 All risk in and benefits attaching to the Sale Shares shall pass to the Purchaser on the Closing Date. 3. CONSIDERATION FOR THE SALE SHARES 3.1 The purchase price payable by the Purchaser to the Seller for the Sale Shares is ZAR21 000 000.00 (twenty-one million Rands) ("the Purchase Price"), which the Parties acknowledge and agree represents the fair market value of the Sale Shares. 3.2 The Purchaser shall pay the Purchase Price to the Seller in cash, by way of an electronic bank transfer, on the Closing Date, into the following bank account (or such other bank account as the Seller may advise in writing): Name of account holder: Ewing Enterprises Ltd Name of Bank: Nedbank South Africa Branch: Sandton Branch code: 60023633 Account number: 0656325518 4 CLOSING 4.1 On the Closing Date, the Parties shall meet at the offices of the Seller, where the Seller shall deliver to the Purchaser: 4.1.1 duly signed share certificates in respect of the Sale Shares; and 4.1.2 the share transfer forms in respect of the Sale Shares, currently-dated, duly completed and signed by the Seller. 4.2 The Seller's obligations in terms of clause 4.1 are subject to the Purchaser having complied with the Purchaser's obligations in respect of payment of the Purchase Price to the Seller as set out in clause 3.2. (10) (b) "If either party to this Contract commits a breach of any material term of this Contract and fails to remedy such breach within 7 (seven) days after the receipt of a written notice from the other party, the other party may, without prejudice to any other right which it may have against that party, and without any further notification, cancel this Contract." (5) (c) "A party commits breach of this contract if that party - (a) commits a breach of any material term of this Contract and fails to remedy such breach within 7 (seven) days after the receipt of a written notice from the other party; (b) commits any act of insolvency; (c) fails to settle any judgement against it within 10 (ten) days without taking immediate steps to have such judgment rescinded and successfully prosecuting the application for rescission to its final conclusion; or (d) contravenes any statutory provision relating to occupational health and safety.