This agreement is between Andrew Njiokwuemegi of Cape Town, South Africa (the “Founder”), who currently trades as Andritha Online, and (the “Investor”).

• It is signed on the date both parties sign below and takes effect on that date.
• “The Company” means Andritha Online (Pty) Ltd, the private company described in section 2, once it has been registered.
• “The Business” means the web design, software development, hosting, automation and related work currently carried on by the Founder as Andritha Online.
• “Business day” means a day other than a Saturday, Sunday or South African public holiday.
• Where this agreement and any earlier message, conversation or understanding disagree, this agreement applies.

Andritha Online currently trades as a sole proprietorship, which has no shares. The parties therefore agree that a private company will be registered so that the Investor’s 20% is a real shareholding.

• The Founder will register a private company at the Companies and Intellectual Property Commission (CIPC), to be named Andritha Online (Pty) Ltd or the closest available name, and will transfer the Business into it.
• The Company will have 100 issued ordinary shares, all carrying the same rights. The Founder holds 80. The Investor is issued 20.
• The Founder is the sole director on registration.
• The Company will adopt a Memorandum of Incorporation (MOI) consistent with this agreement. Where the Companies Act 71 of 2008 or the MOI requires something different, the Act and the MOI apply and the rest of this agreement still stands.
• If the Company is not registered within 90 days of the signature date, the Investor may ask for his money back in writing. The Founder must repay the full R13 000.00 within 10 business days, this agreement then ends, and neither party has any further claim against the other.
• Both parties will sign whatever CIPC, the bank or the Company’s accountant reasonably needs to give effect to this agreement.

• This is a subscription, not a sale. The R13 000.00 is paid into the Company’s bank account and is working capital for the Business. The Founder receives none of it personally.
• Payment is due within 5 business days of the Company’s bank account being opened, or on a date the parties agree in writing.
• Shares are issued once the money has cleared, and the Investor is entered in the Company’s securities register. Until then he holds a contractual right under this agreement, not shares.
• If the Investor does not pay in full within 30 days of the due date, the Founder may cancel this agreement on written notice and the Investor gets nothing. No interest and no penalties are charged.
• The R13 000.00 is the whole of the Investor’s contribution. He is not obliged to put in more, and no further payment buys him more shares unless both parties agree in writing.

• 20% of every dividend the Company declares, for as long as he holds the shares.
• 20% of the net proceeds if the Company, or substantially the whole of the Business, is ever sold — after all debts, costs and taxes are paid.
• 20% of whatever is left if the Company is wound up, after creditors are paid.
• Information. Within 90 days of each financial year end, the Founder gives the Investor the Company’s annual financial statements or, if none are prepared, a written summary of income, expenses and profit for that year.
• A say on the short list in section 7, and the pre-emptive right in section 9.
• All shares carry the same rights. The Investor is not a lesser class of shareholder.

This section is written plainly so that nothing has to be argued about later.

• No salary, no drawings and no monthly payment. Owning shares is not employment and does not entitle the Investor to be paid anything.
• No seat on the board. The Investor is not a director and is not entitled to become one.
• No say in the running of the Business beyond the short list in section 7 — see section 6.
• No authority to act for the Company. He may not quote clients, sign anything, open accounts, make promises or hold himself out as speaking for Andritha Online without the Founder’s written authority.
• No ownership of anything the Founder built before this agreement — see section 13.
• No right to a refund once the shares are issued, except through section 11.
• No claim on the Founder personally. His investment is in the Company, and its value rises and falls with the Company.

The Founder does, alone. He is the sole director and manages the Business without needing the Investor’s approval for anything other than the short list in section 7. That includes:

• Which clients to take on and which to turn down
• What to charge and what to discount
• Hiring, paying and letting go of staff and contractors
• Which tools, hosting and suppliers to use
• Marketing, branding and the website
• What to build, and in what order
• Day-to-day spending within the ordinary course of business
• Signing client agreements and quotes

• The Founder will run the Business in good faith and in the interests of the Company, and will keep proper records of income and expenses.
• The Investor will not interfere in operations, contact clients about the running of the Business, or give instructions to staff or contractors.

The Founder needs the Investor’s written agreement before the Company does any of the following. This list is complete — nothing else requires his consent.

• Selling the Company, or substantially the whole of the Business.
• Borrowing so that the Company owes more than R50 000.00 in total at any one time. Ordinary supplier accounts, hosting, software subscriptions and equipment financing in the normal course of business do not count.
• Issuing new shares to anyone other than the Founder or the Investor, without first following the pre-emptive right in section 9.
• Changing the Company’s main business away from web design, software development and related digital services.

• Dividends are declared at the Founder’s discretion, as sole director, and only when the Company can lawfully afford them under the solvency and liquidity test in section 4 of the Companies Act 71 of 2008. When a dividend is declared, the Investor receives 20% of it.
• There is no obligation to declare a dividend in any year. The Founder may retain all profit in the Company to fund builds, hiring, tools, marketing and reserves. The Investor accepts that he may receive nothing for several years, or ever.
• The Founder’s own pay is not a dividend. He is entitled to draw a market-related salary, director’s remuneration and reimbursement of business expenses, and to be paid for work he personally performs, without the Investor’s consent and without any matching payment to the Investor.
• The Founder will not deliberately structure his own pay to strip the Company of profit that would otherwise be distributable, and his remuneration will stay within a reasonable market range for the work he does.
• All money owing to the Company is paid into the Company’s bank account. Business and personal money are kept separate.

• The Company may issue new shares to raise capital. The Investor’s 20% is not protected against dilution. If new shares are issued, every shareholder’s percentage reduces in the same proportion.
• Pre-emptive right. Before shares are issued to anyone else, the Investor is offered the chance to take up his proportionate share on the same terms. He has 15 business days to accept in writing and pay.
• If he does not take it up, the shares may be issued to someone else and his percentage reduces accordingly. He has no claim of any kind for that reduction.
• New shares will not be issued at a deliberately low price for the purpose of diluting the Investor.

• Lock-in. For 3 years from the date the shares are issued, the Investor may not sell, transfer, pledge, cede or in any way dispose of his shares, or any right attached to them, without the Founder’s written consent.
• First refusal, afterwards. If he later wishes to sell, he must first offer the shares to the Founder in writing, at the price and on the terms he intends to accept from anyone else. The Founder has 30 days to accept.
• If the Founder declines, the Investor may sell to that third party only, at a price not lower than the price offered to the Founder, within 60 days — after which the right of first refusal starts again.
• Never to a competitor. The shares may not be transferred, at any time, to anyone who carries on or is involved in a business competing with the Company, or to anyone the Founder reasonably objects to on written grounds.
• Deemed offer. If the Investor dies, is sequestrated, becomes permanently incapable of managing his affairs, or his shares would otherwise pass to someone else by operation of law, the shares are deemed to be offered to the Founder at the price in section 11, which he may accept within 90 days.
• Any purported transfer that breaks this section is void and the Company will not register it.

Either side may want to end the shareholding one day. This section sets the price in advance so it never has to be argued about.

• The Founder may buy the shares at any time by giving the Investor 30 days’ written notice. The Investor must sell. The purchase is by the Founder personally, or a person he nominates — not by the Company.
• The price is 20% of the total cash held in the Company’s bank accounts on the date of the notice, and never less than R13 000.00 — so the Investor can never receive back less than he put in.
• The Company’s bank statements on the notice date are conclusive proof of the cash held. Money held for a specific client, an unearned deposit, or an amount already owed to SARS or a supplier is not the Company’s cash and is excluded.
• Payment is made within 30 days of the notice, or in three equal monthly instalments at the Founder’s election, the first within 30 days.
• On payment the Investor signs everything needed to transfer the shares. If he does not do so within 10 business days, he irrevocably authorises the Founder to sign on his behalf.

The Founder may also require the Investor to sell, on the same terms, if any of the following happens:

• The Investor materially breaches this agreement and does not fix it within 15 business days of written notice.
• He breaches section 12 (restraint and poaching) or section 15 (confidentiality) at all.
• He is sequestrated, or commits an act of insolvency.
• He is convicted of an offence involving dishonesty.
• He acts in a way that materially damages the Company’s reputation or its relationship with its clients.

The Investor will have sight of the Company’s clients, pricing, systems and methods. This section protects those and nothing more.

While he holds shares, and for 2 years after he stops holding them, the Investor will not, anywhere in South Africa, directly or indirectly:

• Carry on, own, manage, be employed by, consult to or hold an interest in any business that competes with the Company in web design, software development, hosting, digital marketing automation or related digital services. Holding less than 5% of a listed company is allowed.
• Approach, solicit, canvass or do business with any client of the Company, or anyone who was a client in the 12 months before he stopped holding shares, for work of the kind the Company does.
• Persuade any client, supplier or contractor to reduce or end its dealings with the Company.
• Employ, engage or approach any of the Company’s staff or contractors, or anyone who was one in the previous 12 months.
• Use, copy or disclose the Company’s client lists, pricing, quotes, proposals, code, templates, systems, prompts or processes for any purpose other than the Company’s business.

• The parties agree this restraint is reasonable and necessary to protect the Company’s goodwill, client connections and confidential information. Each part of it is separate: if a court finds any period, area or activity unreasonable, it may reduce that part and the rest stays in force.
• Breach of this section triggers the compulsory buy-out in section 11, in addition to any other remedy the Company has.

• Everything the Founder created before this agreement remains his personally. That includes, without limiting it: the Andritha Online name, brand, logo and the andrithaonline.com domain; the outreach and autopilot systems; the dialer; the dashboards and analytics; the lead databases; every client site and codebase delivered before this date; and all templates, tooling, scripts and prompts behind them.
• Those assets are licensed to the Company to use in the Business — royalty-free, non-exclusive and non-transferable — for as long as the Founder is a shareholder. The licence does not transfer ownership, and the Investor acquires no interest in any of it, whether directly or through his shares.
• Work created for the Company after registration belongs to the Company, subject to whatever each client’s own agreement says about what that client owns.
• If the Investor creates anything for the Company, or contributes to anything the Company builds, it belongs to the Company. He assigns those rights to the Company now, and will sign anything needed to confirm it.
• If the Investor ceases to be a shareholder, he keeps no copy, licence or right of any kind to the Company’s or the Founder’s intellectual property, and must return or delete everything he holds.

The Investor may also work in the Business. If he does, that is a separate arrangement from his shares and the two never affect each other.

• His role, hours, duties and pay must be recorded in a separate written employment or contractor agreement. Until that is signed, he holds no role and is owed nothing for any work done.
• The 20% is not payment for work, and no amount of work entitles him to additional shares, a higher percentage, commission or a bonus unless agreed separately in writing.
• That working arrangement may be ended by either side on its own terms. Ending it does not affect his shares, and holding shares does not entitle him to the job, to any particular role, or to be reinstated.
• While working in the Business he takes instructions from the Founder in the same way as any other member of the team, and is bound by the Company’s policies and by section 15.
• He may not bind the Company, quote or contract with clients, or represent the Company in any negotiation without the Founder’s written authority.

• Both parties keep the other’s business information private — clients, pricing, quotes, margins, code, systems, suppliers and plans — during this agreement and indefinitely afterwards.
• Client information belongs to the client. It is processed under the Protection of Personal Information Act 4 of 2013 (POPIA), and may be used only to do that client’s work.
• The Investor gets access to client personal information only if a role under section 14 requires it, and then only to the extent needed. He may not copy, export or retain client data for his own purposes.
• Neither party will publicly criticise or disparage the other, or the Company, or discuss the Company’s internal affairs with its clients, staff or competitors.
• This section survives the end of this agreement and the sale or buy-back of the Investor’s shares.

• Talk first. The party with the complaint sets it out in writing. Both then meet, in person or by call, within 10 business days and try in good faith to resolve it.
• Then mediation. If that fails, the dispute goes to a mediator both agree on or, failing agreement, one appointed by the Arbitration Foundation of Southern Africa. Costs are shared equally.
• Then court. Only after mediation may either party approach a court. Nothing stops either party from applying urgently to court to stop a breach of section 12 or 15.
• The business keeps running. While a dispute is unresolved, the Founder’s decisions on operations stand, clients keep being served, and neither party will do anything to disrupt the Business or its client relationships.

• Whole agreement. This document is the entire agreement between the parties about the Investor’s investment and shareholding. It replaces every earlier discussion, message, promise or understanding, and neither party relies on anything not written in it.
• Changes. Any change must be in writing and signed by both parties. Nothing said verbally changes this agreement.
• No waiver. If either party allows a breach to pass, or is late in enforcing a right, that does not waive the right or affect any later breach.
• Severability. If any part of this agreement cannot be enforced, it is removed and the rest stays in force.
• Cession. The Investor may not cede, assign or transfer any right or obligation under this agreement to anyone. The Founder may do so to a company he controls.
• Liability. Neither party is liable to the other for indirect or consequential loss, including lost profit or lost opportunity. Nothing here limits liability for fraud, or for anything the law does not permit to be limited.
• Notices. Written notice is given by email to the addresses on the first page, and is treated as received on the next business day unless it bounces. Either party may change its address on written notice.
• Costs and taxes. Each party pays its own costs of this agreement and its own taxes. The Company pays its own registration and accounting costs. Any securities transfer tax on a transfer of shares is paid by the party the law places it on.
• Signing electronically. Both parties agree this agreement may be signed electronically. A signature applied on this page, or a scanned or photographed signature, is valid and binding under the Electronic Communications and Transactions Act 25 of 2002. It may be signed in counterparts, which together form one agreement.
• Good faith. Both parties will act honestly and in good faith towards each other and towards the Company.
• Law. This agreement is governed by South African law, and the parties consent to the jurisdiction of the High Court of South Africa, Western Cape Division, Cape Town.
• Companies Act. This agreement is a shareholders agreement for the purposes of section 15(7) of the Companies Act 71 of 2008. If any provision conflicts with the Act or the Company’s MOI, that provision is void to the extent of the conflict and the rest continues to apply.

• Each party has read and understood this agreement in full, and signs it freely.
• Each party had the opportunity to take independent legal and financial advice before signing, and either took it or chose not to.
• The Investor confirms that no return has been promised to him by the Founder or by anyone else, that he understands he may lose his whole investment, and that he is not relying on any forecast, projection or statement about future profit.
• The Investor confirms the money he is investing is lawfully his own.
• Each party confirms it has the legal capacity to enter into this agreement, and that signing it does not breach any other agreement it is party to.
• The Founder confirms that, as far as he is aware, the Business has no undisclosed debt, judgment or legal claim against it as at the signature date.