PLEDGE OVERVIEW
The Prospectus of CrowdProp Fund is the official document that provides the details about a particular
Property Project investment and drives the investment by the crowd. However, the Prospectus needs
to go through a registration process before a Crowd Member can invest in a particular Corresponding
Investee Company that owns the relevant Property Project. This is where the Pledge Agreement comes
in. This document serves as an interim investment agreement until the official Prospectus is registered
and serves as a mechanism allowing you, the investor, to confirm your place as a potential investor
while the Prospectus undergoes its registration process.
The pledge process works as follows:
• You will be provided the opportunity to pledge a sum of money to be used in future to subscribe for
a special class of shares in CrowdProp Fund, for a particular Property Project (namely, your
investment) and which will be governed by the Terms. This confirms your intention to invest, but is
a soft pledge, meaning that it allows you to withdraw the investment pledged (but only at a specific
time, as set out in the Terms).
• All investments made in terms hereof are securely held in a dedicated 3PIM Account, managed
and administered by CrowdProp, up until a Subscription Agreement is entered into and the funds
are transferred to the Corresponding Investee Company that owns the particular Property Project.
• You will have the option to confirm your investment into a Property Project or revoke your soft
pledge and have your investment amount returned to you in full. Likewise, your investment will be
returned to you in full if the particular raise for your Property Project is unsuccessful.
• It is important to note that your soft pledge will only be used to subscribe for shares in CrowdProp
Fund for a specific Property Project if you confirm this in Writing after receiving the Prospectus (see
the Terms below) and as such, this pledge does not guarantee you shares in CrowdProp Fund.
• Furthermore, CrowdProp, or any entity affiliated to it, is authorised in terms of the Terms, to sign
the Subscription Agreement on your behalf to ensure that the implementation of the crowdfunding
campaign with the various investors involved is implemented as soon as possible and as smoothly
as possible.
CrowdFin Proprietary Limited (Company Registration No. 2019/552151/07) (herein referred to as
CrowdProp) is a juristic representative of ELA Asset Management (Pty) Ltd (Company registration no.
2017/435463/07) which is an authorized Financial Services Provider (no. 49010). Should you have any
questions about the above process, email [email protected]
2
PLEDGE TERMS AND CONDITIONS

  1. INTERPRETATION AND DEFINITIONS
    “3PIM Account” means a separate and independent bank account,
    administered and managed by CrowdProp (as a juristic representative of ELA
    Asset Management (Pty) Ltd (Company registration no. 2017/435463/07)) and
    opened with First National Bank, A Division of FirstRand Bank Limited
    (Registration number 1929/001225/06) in terms of its 3rd Party Investment
    Manager system;
    “Account” means the account created by you on the Website through which
    you access the Website and manage any Property Projects invested in
    “Business Day” means any day excluding Saturday, Sunday and a public
    holiday in South Africa;
    “CIPC” means the Companies and Intellectual Property Commission of South
    Africa;
    “Corresponding Investee Company” means the party who the Crowd
    Member potentially wishes to invest into and for which the Pledged Amount is
    directed to;
    “Crowd Member” and “you” means the person in charge of the Account and
    who is pledging the Pledged Amount in terms of these Terms;
    “CrowdProp” means CrowdFin Proprietary Limited (Company Registration No.
    2019/552151/07) with its registered address situated at Office 103 Killarney
    mall office tower, 60 Riviera road, Killarney, Johannesburg, Gauteng, 2193,
    email: [email protected];
    “CrowdProp Fund” means CrowdProp (RF) Limited, (Company Registration
    No. 2019/076437/06) whose physical address is Office 103 Killarney mall office
    tower, 60 Riviera road, Killarney, Johannesburg, Gauteng, 2193, email:
    [email protected];
    “Investment Close Date” means the final date on which any investment may
    be made towards the specific Property Project, as specified on the Website;
    3
    “Minimum Raise” means the minimum amount that needs to be raised for the
    class of shares in CrowdProp Fund allocated to the Corresponding Investee
    Company as stipulated in the Prospectus;
    “Parties” means the parties to this Agreement;
    “Pledged Amount” means the amount that you, the Crowd Member, wishes to
    use to subscribe for shares in CrowdProp Fund and to which these Terms apply
    to;
    “Property Project” means the selected immovable property or immovable
    property project of a Corresponding Investee Company, which the Pledged
    Amount will be pledged towards;
    “Prospectus” means the prospectus that is to be registered by CrowdProp
    Fund;
    “Subscription Agreement” means the subscription agreement into
    CrowdProp Fund, a copy of which will be available with the Prospectus;
    “Terms” means these terms in this legally binding agreement that regulate your
    Pledged Amount and further matters set out herein;
    “Website” means https://CrowdProp.co.za, including all sub-domains; and
    “Writing” or “Written” means any form of written communication, including
    through ‘Electronic Communication’, as defined in the Electronics
    Communications and Transactions Act No. 25 of 2002 (being ‘communication
    by means of data messages’).
  2. APPLICATION OF THESE TERMS
    BY PLEDGING THE PLEDGED AMOUNT, YOU AGREE TO BE BOUND TO THESE
    TERMS. YOU MAY NOT PLEDGE ANY PLEDGED AMOUNT IF YOU DO NOT
    ACCEPT THESE TERMS.
  3. INTRODUCTION
    You have indicated that you are interested in using the online platform of
    CrowdProp to invest in the selected Property Project.
    4
    Your investment will be by means of subscribing for shares in CrowdProp Fund
    and which shares, will be directly linked to the particular Property Project.
    However, the Prospectus for the Property Project has not yet been lodged with
    the CIPC and is a necessary step before you can subscribe for shares in
    CrowdProp Fund. Despite the Prospectus not being lodged, you still wish to
    confirm your place as a potential subscriber of shares in CrowdProp Fund, by
    pledging the Pledged Amount to be held in trust in a 3PIM Account,
    administered by CrowdProp. This pledge does not create an obligation on you
    to subscribe for shares in CrowdProp Fund, unless as set out herein.
  4. PLEDGE
    CrowdProp manages and is the sole administrator of the 3PIM Accounts
    opened for and on behalf of all Crowd Members, which includes you.
    You have 7 (seven) Business Days from consenting to these terms, to deposit
    the Pledged Amount with CrowdProp. The Pledged Amount will be held in trust
    on behalf of you in the relevant 3PIM Account, managed and administered by
    CrowdProp. This Pledged Amount must reflect in the relevant 3PIM Account
    nominated by CrowdProp within 7 (seven) Business Days in order for the
    Pledged Amount to be deemed to have been deposited in terms of these
    Terms, failure of which will result in your Pledged Amount being deemed invalid
    and of no force and effect, meaning that it will not be considered for the
    subscription of shares in CrowdProp Fund for the particular Property Project.
    The Pledged Amount referred to in clause 4.2 only signifies your intention to
    subscribe for shares in CrowdProp Fund and does not create any binding
    obligation on you to do so, until you have given Written confirmation that you
    elect to subscribe for shares in CrowdProp Fund, as contemplated in clause
    5.2.
    You agree that the Pledged Amount cannot be returned to you until either:
    4.4.1. the Investment Close Date; or
    4.4.2. the Prospectus is registered with the CIPC,
    whichever is the earlier date and then only if such return is in accordance with
    these Terms.
    5
    However, as soon as one of the events referred to in clause 4.4 occurs, you
    may request the return of the full Pledged Amount to a bank account nominated
    by you in writing (which must be accompanied by an appropriate confirmation
    letter of such bank details), provided that the Pledged Amount return request is
    submitted to CrowProp in Writing, at [email protected]
    CrowdProp may in its sole discretion return the Pledged Amount to you at any
    stage and in which case, these Terms will not be applicable any more.
  5. CONVERSION OF PLEDGED AMOUNT TO SUBSCRIPTION SHARES
    As soon as the Prospectus has been validly lodged with the CIPC,
    CrowdProp will deliver the Prospectus to you before any other party who has
    not made a similar investment contemplated herein.
    You will have 10 (ten) calendar days from receiving the Prospectus, or as many
    days as is communicated to you by CrowdProp in Writing when delivering the
    Prospectus to you (whichever period is longer), to withdraw your Pledged
    Amount and have it returned to a bank account nominated by you in writing
    (which must be accompanied by an appropriate confirmation letter of such bank
    details). Such request must be submitted to CrowProp in Writing, at
    [email protected]
    Should you not withdraw the Pledged Amount within the prescribed time period,
    you hereby agree and confirm that your Pledged Amount shall be converted
    and used to subscribe for shares in the manner set out in the Subscription
    Agreement and the Prospectus.
    Should the final day of the prescribed time period set out in clause 5.2 fall on
    either a Saturday, Sunday or a public holiday in South Africa, then such final
    day shall be regarded as the following Business Day.
    CrowdProp, nor CrowdProp Fund shall be under any obligation to ensure that
    there are adequate shares available for subscription by you into CrowdProp
    Fund and you are encouraged to convert the Pledged Amount, in the manner
    set out in clause 5.2, as soon as possible in order to ensure that you can
    subscribe for shares in CrowdProp Fund for the particular Property Project.
    6
  6. RETURN OF PLEDGED AMOUNT
    Further to what is set out in these terms, CrowdProp will return the Pledged
    Amount to you if:
    6.1.1. the Minimum Raise has not been met within the time periods
    stipulated in the Prospectus (or such later date as may be approved
    by CrowdProp Fund in its sole discretion, which date shall not
    extend beyond 60 (sixty) days after the Investment Close Date,
    unless with written consent of all subscribers, as per the
    Subscription Agreement) and, in terms of which, the Pledged
    Amount shall be returned within 7 (seven) Business Days of the end
    of the time period for the Minimum Raise as stated in the
    Prospectus or 60 (sixty) days thereafter, if applicable; or
    6.1.2. you send a Written request in terms of clause 4.5 for the Pledged
    Amount to be returned to you, in terms of which, the Pledged
    Amount shall be returned to you within 7 (seven) Business Days of
    the request having been received by CrowdProp; or
    6.1.3. you requested the withdrawal of the Pledged Amount, as set out in
    clause 5.2, in terms of which, the Pledged Amount shall be returned
    to you within 7 (seven) Business Days of the expiry of the longest
    time period provided for in clause 5.2.
    Any returned Pledged Amount, as per clause 6.1, shall be returned to the bank
    account nominated by you in Writing (which must be accompanied by an
    appropriate confirmation letter of such bank details) and which amount shall be
    net of any withdrawal or transaction fees or charges levied by your bank (i.e.
    you are responsible for any fees or charges raised by your bank for any
    returned Pledged Amount).
  7. APPOINTMENT OF CROWDPROP AS YOUR AGENT
    As from the date on which the Prospectus is registered and you confirm in Writing that
    you elect to subscribe for shares in CrowdProp Fund, as per clause 5.2, you hereby
    nominate and appoint CrowdProp, with full power of substitution, with full power to act,
    as your true and lawful representative and agent, in your name, place and stead, to
    take all steps, execute and sign the Subscription Agreement and all documents
    7
    necessary in order to ensure the subscription by you for shares in CrowdProp Fund
    pursuant to the terms and conditions of the Subscription Agreement.
  8. INTEREST ON PLEDGED AMOUNT
    The interest earned on any of the Pledged Amount shall be retained by CrowdProp as
    an administration fee for the services offered to you by CrowdProp in terms of these
    Terms.
  9. ARBITRATION
    Any dispute which arises out of or pursuant to these Terms (other than where
    an interdict is sought or urgent relief may be obtained from a court of competent
    jurisdiction) shall be submitted to and decided by arbitration in accordance with
    the arbitration rules and legislation for the time being in force in the Republic of
    South Africa.
    The Parties shall jointly appoint an arbitrator within 10 (ten) Business Days of
    either Party demanding arbitration from the other Party, failing which either
    Party shall be entitled to approach the Secretariat of the Arbitration Foundation
    of South Africa (“AFSA”) to recommend an arbitrator to preside over the
    arbitration proceedings, which recommendation will immediately be deemed to
    have been accepted by the Parties as soon as such recommendation is made
    to either Party and the arbitration process may immediately commence.
    Unless otherwise agreed, the rules of Commercial Arbitration as stipulated by
    AFSA will apply to such arbitration.
    That arbitration shall be held:
    9.4.1. with only the Parties and their representatives present;
    9.4.2. at Johannesburg.
    The provisions of this clause are severable from the rest of these Terms and
    shall remain in effect even if these Terms are terminated for any reason.
    The arbitrator’s award shall be final and binding on the Parties and incapable
    of appeal.
    8
  10. GENERAL
    Governing law: these Terms and any matter arising from these Terms shall be
    governed by and interpreted in accordance with the laws of the Republic of
    South Africa.
    Amendment: no change, amendment or modification of any provision of these
    Terms shall be valid unless set forth in a Written instrument signed by both
    Parties.
    Breach: If any party to these Terms breaches any material provision or term of
    these Terms and fails to remedy such breach within 14 (fourteen) days of
    receipt of Written notice requiring it to do so then the aggrieved party shall be
    entitled without notice, in addition to any other remedy available to it at law or
    under these Terms (including obtaining an interdict), to cancel these Terms or
    to claim specific performance of any obligation whether or not the due date for
    performance has arrived, in either event without prejudice to the aggrieved
    party’s right to claim damages. The parties agree that the Apportionment of
    Damages Act as amended shall apply to these Terms.
    No assignment: neither Party will be entitled to cede their rights or delegate
    their obligations in terms of these Terms without the express prior Written
    consent of the other Party.
    Entire agreement: these Terms constitutes the whole agreement between the
    Parties relating to the subject matter of these Terms and supersedes any other
    discussions, agreements and/or understandings regarding the subject matter
    of these Terms.
    No waiver: the failure of either Party to insist upon or enforce strict performance
    by the other Party of any provision of these Terms, or to exercise any right
    under these Terms, shall not be construed as a waiver or relinquishment of
    such Party’s right to enforce any such provision or right in any other instance.
    Severability: any provision of these Terms which is or may become illegal,
    invalid or unenforceable in any jurisdiction affected by these Terms shall, as to
    such jurisdiction, be ineffective to the extent of such prohibition or
    unenforceability and shall be severed from the balance of these Terms, without
    9
    invalidating the remaining provisions of these Terms or affecting the validity or
    enforceability of such provision in any other jurisdiction.
    Third party stipulation: no part of these Terms shall constitute a stipulation in
    favour of any person who is not a party to these Terms unless the provision in
    question expressly provides that it does constitute such a stipulation.
    Representations: to the extent permissible by law no Party shall be bound by
    any express or implied or tacit term, representation, warranty, promise or the
    like not recorded in these Terms, whether it induced the contract and/or whether
    it was negligent or not.
    Confidentiality: neither Party shall disclose any confidential information to any
    third party without the prior written approval of the other Party, unless required
    by law.
    Good faith: the Parties shall in their dealings with each other display good faith.
    Address for Service:
    10.12.1. CrowdProp selects Office 103 Killarney mall office tower, 60 Riviera
    road, Killarney, Johannesburg, Gauteng, 2193 as its physical
    address and [email protected] as its email address for the
    service of all formal notices and legal processes in connection
    with these Terms, which may be updated from time to time by
    updating these Terms;
    10.12.2. you hereby select the email address specified in your Account as
    your address for service of all formal notices and legal processes
    in connection with these Terms, which may be changed by
    providing CrowdProp with 7 (seven) calendar days’ notice in
    Writing; and
    10.12.3. service via email shall be accepted in all cases where notice is
    required unless alternative service is required by law. Service via
    email is deemed to be received at the time and day of sending.