KEEL CAPITAL - 19.05.

2023

Private and Confidential

KEEL CAPITAL/ FOXIN BLUES PROPRIETARY LIMITED

3 FICK STREET

POTCHEFSTROOM

NORTHWEST PROVINCE

2520

Private and Confidential

URBAN OCEAN PROPERTY DEVELOPERS PROPRIETARY LIMITED

CORNER HOUSE

77 COMMISSIONER ST

JOHANNESBURG

2000

Date: 19 May 2023

Dear, Mr. Duan Coetzee

RE: LETTER OF INTENT TO ACQUIRE COMMERCIAL PROPERTY HELD BY URBAN

OCEAN PROPERTY DEVELOPERS PROPRIETARY LIMITED

1. INTRODUCTION

1.1 This letter sets out the high-level terms of the Proposed Transaction (as
defined below) and on which the sale agreement will be prepared.

1.2 The Proposed Transactions is conditional on the conclusion of a sale

agreement on terms acceptable to the Parties and the conditions
contained therein.

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1.3 This document and acceptance thereof will in no way constitute an

agreement of sale of the Sale Asset, but rather, it will form the basis of
a written agreement to be concluded between the parties.

1.4 Notwithstanding the acceptance of this letter by the Seller of the

Sale Agreement, the Seller shall be entitled to continue to market
the Sale Asset for sale until such time the Sale Agreement has
become unconditional.

2. PROPOSED TRANSACTION

2.1 URBAN OCEAN PROPERTY DEVELOPERS PROPRIETARY LIMITED

(XXXX/XXXX/XX) company duly incorporated in accordance with the laws
of the Republic of South Africa (the “Company”) is the registered
owner of the immovable property known as Corner House, 77
Commissioner St, Johannesburg, 2000 (the“Property”).

2.2 KEEL Capital/ Foxin Blues Proprietary Limited (Registration number

2018/311942/07), a company duly incorporated in accordance with the
laws of the Republic of South Africa of (hereafter referred to as the
“Purchaser”) intends to purchase either:

2.2.1 all the issued Shares and the claims against Company held by
Urban Ocean Property Developers Proprietary Limited (the
“Claims”) (the sold Shares and Claims are collectively
hereinafter referred to as the “Sale Equity”); or

2.2.2 the Property and the rental enterprise conducted on the

Property by the Company as a going concern,

(hereinafter referred to as the “Sale

Asset”)

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3. PURCHASE CONSIDERATION

3.1 The purchase considerations are as follows based on vendor

finance:

i. SALE PRICE:

 The agreed sale price for the property.

ii. DEPOSIT:

 10% deposit of the sale price is required upfront.

 The deposit amount will be deducted from the sale price.

iii. LOAN TERM:

 The loan term is 20 years.

iv. PAYMENT RELIEF PERIOD:

 The first 24 months payment relief, meaning no monthly payments are

required during this period.

 This provides the buyer with initial financial flexibility.

v. AMORTIZED PAYMENTS (Months 25-284):

 Starting from month 25, regular monthly payments will begin.

 The remaining principal amount (sale price minus deposit) will be amortized
over 8 years, which is a total of 96 months.

 The interest rate for these payments will be 8% per annum.

vi. Balloon Payment (Months 285-360):

 The final 10 years of the loan term, which is months 285-360, will have a
balloon payment structure.

 The buyer will make monthly payments based on an 8% interest rate.

 At the end of the 360th month, a balloon payment will be due for the
remaining outstanding balance.

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4. DUE DILIGENCE INVESTIGATION

4.1 The proposed transaction will be subject to the outcome of a 30 (thirty)

day due diligence investigation by the Purchaser, which due
diligence investigation shall commence on 1 JUNE 2023 and expire on
3 July 2023 (the “Due Diligence Period”) and shall be undertaken at the
Purchaser’s cost.

4.2 By no later than the expiry of the Due Diligence Period the Purchaser
will advise the Seller in writing whether it is satisfied with the outcome
of the Due Diligence Investigation and wishes to proceed with the
Proposed Transaction or not and if the Purchaser has elected to
proceed, provide the Seller with:

4.2.1 a board resolution of the Purchaser authorising its representative

to negotiate and conclude the Sale Agreement on the
Purchaser’s behalf; and

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4.3 The Purchaser undertakes in favour of the Seller that any and all
documentation and information provided by the Sellers to the
Purchaser for purposes of the Purchaser’s due diligence or otherwise
(the “Confidential Information”) it shall use the Confidential
Information exclusively for the purpose of evaluating the proposed
transaction and to complete the due diligence;

4.4 The Purchaser acknowledges that the Sellers may suffer substantial
prejudice and harm if it uses and/or discloses the Confidential
Information and/or makes it available to any natural or juristic person
and undertakes to sign an acceptable confidentially and non-
disclose agreement to the Seller’s satisfaction on demand.

5. SALE AGREEMENT

5.1 In the event of the successful outcome of the Purchaser’s due diligence
investigation and, unless the Seller finds the proposed transaction
structure unacceptable or has accepted a more advantages offer for
the Sale Asset in the interim, the parties will aim to finalise the Sale
Agreement within 10 (ten) Business Days from the expiry of the
Due Diligence Period on terms acceptable to the parties. In the event of
the parties failing to conclude the Sale Agreement within the
aforesaid 10 (ten) Business Days (or such longer period as may be
agreed upon between the parties in writing), for whatsoever reason,
this letter of intent shall lapse and be on no further force and
consequence and no party will have any claims against the other
parties as a result thereof.

5.2 The Sale Agreement will contain terms and conditions, that are
customary to a transaction of that nature and upon conclusion will
supersede the provisions of this letter.

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5.3 The Sale Agreement will furthermore be subject to the following

conditions precedent:

5.3.1 written confirmation from the Purchasers financiers confirming

that the Purchaser has secured sufficient funding to settle the
Purchase Price and escalation (if applicable), to the reasonable
satisfaction of the Seller by no later than 10 (ten) Business Days
from the expiry of the Due Diligence Period;

5.3.2 approval of the proposed transaction by the regulatory authorities

(if applicable) withing 120 (one hundred and twenty) days from
the signature of the Sale Agreement; and

5.3.3 approval of Sale Agreement by the board of directors of the

Sellers and the shareholders of the Seller, if applicable within 5
(five) days of the signature of the Sale Agreement.

6. NOTICES

6.1 For the purposes of the giving of any notice, the serving of any process
and for any other purposes arising from this Letter of Intent the parties
hereto choose the following addresses:

6.1.1 Seller: Corner House, 77 Commissioner St, Johannesburg,

2000

6.1.2 3 Fick Street, Potchefstroom, Northwest

Province, 2520

6.2 Any notice given in connection with this Letter of Intent shall, save
where a particular form of notice is stipulated, be:

6.2.1 delivered by hand during office hours; or

6.2.2 sent by courier delivered by during office hours; or

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6.2.3 sent by e-mail address,

to the domicilium chosen by the Party concerned.

6.3 A notice given as set out above shall be deemed to have been duly
given (unless the contrary is proved):

6.3.1 if delivered by hand, on the date of delivery; or

6.3.2 if sent by courier, on the date of delivery by the courier service

concerned; or

6.3.3 if sent by e-mail, on the expiration of 24 (twenty-four) hours after

the time of transmission.

6.4 Any written notice actually received by a Party shall be valid,

notwithstanding that it may not have been given in accordance with
the preceding provisions of this clause 5.3.3.

7. ACCEPTANCE

Should you accept this Letter of Intent, kindly countersign this document and
forward it back to the Purchaser.

Yours faithfully,
Aquil Ayob

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KEEL CAPITAL - 19.05.2023

ON BEHALF OF THE SELLER

DATE: ......................................

PLACE: ....................................

SIGNATORY: ...........................

ACCEPTANCE

I the undersigned, Duan Coetzee being duly authorised by the Company Urban
Ocean Property, herewith accept the aforementioned salient terms upon which the
Sale Agreement may be negotiated and drafted.

Duan Coetzee
Director: Urban Ocean Property

Date:

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