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.
• This does not create a partnership at law. The Investor is a shareholder in a private company. The Investor is not a partner, an employee, an agent or a director of the Founder or of the Company, and neither party may bind the other personally or incur any liability on the other’s behalf.
• Words in one gender include the others, and the singular includes the plural, wherever the sense allows it.
• 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. On registration they are held as follows: the Founder 60, the Investor 20, and 20 by one other shareholder who subscribes under a separate agreement of about the same date.
• The Investor is not the only shareholder besides the Founder, and knows it. The other 20% shareholder subscribed on different terms and at a different price, and also holds a paid commercial role in the Business. Section 7 explains what that means for profit and dividends.
• The Founder is the sole director on registration, and holds 60% of the votes.
• 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 the money back in writing. The Founder must repay everything the Investor has actually paid by then — up to the full R6 500.00 — 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 R6 500.00 is paid into the Company’s bank account and is working capital for the Business. The Founder receives none of it personally.
• It is paid once, in full, by EFT, within 5 business days of the signature date, or on a date the parties agree in writing.
• Shares are issued once the R6 500.00 has cleared and the Company is registered, and the Investor is then entered in the Company’s securities register. Until then the Investor holds a contractual right under this agreement, not shares.
• If the Investor does not pay within 30 days of the due date, the Founder may cancel this agreement on written notice. The Founder then repays whatever has already been paid, within 10 business days, and neither party has any further claim against the other. No interest and no penalties are charged either way.
• The R6 500.00 is the whole of the Investor’s cash contribution. The Investor is not obliged to put in more, and no further payment buys more shares unless both parties agree in writing.
• The R6 500.00 buys the shares only. It does not buy a job, a salary, a fee, a share of monthly profit or any right to be involved in running the Business. What the shares do and do not give are set out in sections 4 and 5.

• 20% of every dividend the Company declares, for as long as the Investor 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.
• 20% of the votes at a shareholders meeting, on every matter shareholders vote on.
• 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. The Investor may also ask, in writing and not more than once a quarter, for a summary of the Company’s income and expenses to date, and the Founder will provide it within 15 business days.
• A say on the short list in section 6, the pre-emptive right in section 8, and the protection of the year-one share freeze and the 15% floor in section 8.
• All shares carry the same rights. The Investor is not a lesser class of shareholder than the Founder or the other 20% shareholder.
• These percentages follow the shareholding. Every “20%” in this section, and in section 7, means the percentage of the issued shares the Investor actually holds at the time. It is 20% now, it cannot move at all before 30 September 2027, and it can never fall below 15% — see section 8.

This is written out plainly so that nothing is assumed. Everything below is deliberate.

• No seat on the board. The Founder is and remains the sole director. The Investor is not a director, is not entitled to be appointed one, and has no vote on how the Company is run day to day.
• No day-to-day say. Pricing, discounting, which clients to take, delivery, build order, hiring, contractors, tools, hosting, suppliers, brand, banking, finance and tax are all the Founder’s decisions alone. The only exceptions are the four items on the short list in section 6.
• No salary, no drawings, no fee, and no share of monthly profit. The Investor’s return, if there is one, comes only from a dividend under section 7, a sale of the Company under section 4, or a buy-out under section 10.
• No right to work in the Business, and no promise of a job or a role now or later. If the parties ever agree that the Investor works in the Business, that will be a separate written agreement and this one does not create any expectation of it.
• No authority to bind the Company, to represent it, to quote, to discount, to sign anything in its name, or to hold themselves out to anyone as acting for it or speaking for it.
• No guaranteed return. The Company may never declare a dividend, may never be sold, and may not make a profit. The Investor may lose the whole R6 500.00.
• No right to draw money out of the Company, and no right to use the Company’s bank account, cards, assets, credit or supplier accounts.
• No claim on work done before this agreement — see section 12.

The Founder needs the Investor’s written agreement before the Company does any of the following. This list is complete — nothing else requires the Investor’s 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 an existing shareholder, without first following the pre-emptive right in section 8. Separately from this list, section 8 bars any new share issue at all before 30 September 2027, and bars any issue that would take the Investor below 15% without express written consent.
• Changing the Company’s main business away from web design, software development and related digital services.

• Dividends are declared at the Founder’s discretion, and there is no obligation to declare one, ever. Profit may be kept in the Company and reinvested in the Business instead.
• When a dividend is declared it is paid pro rata to all shareholders on the same terms. The Investor receives their percentage of it — 20%, or whatever the Investor actually holds at the time.
• No dividend may be declared if it would leave the Company unable to pay its debts as they fall due. This is required by section 4 of the Companies Act 71 of 2008 and cannot be agreed away.
• What the Founder is paid for running the Business is not a dividend. A salary, drawings or a management fee taken by the Founder is a cost of the Company, and the Investor has no claim to a share of it.
• What the other 20% shareholder is paid for their commercial role is also not a dividend. It is a cost of the Company, taken before profit is arrived at, and the Investor has no claim to a share of it either.
• Dividends Tax is withheld and paid over by the Company where the law requires it. Each shareholder is responsible for their own tax on what they receive.

• No new shares before 30 September 2027. The Company will not issue, allot, or agree to issue, any new shares to anyone before 30 September 2027. For the first year the Investor’s 20% cannot move at all. The only thing this does not cover is the issue of the 100 founding shares described in section 2 — 60 to the Founder, 20 to the Investor and 20 to the other shareholder — because that issue is how the Investor’s own shareholding comes into existence.
• Hard floor at 15%. After 30 September 2027 the Company may issue new shares to raise capital, and if it does, every shareholder’s percentage reduces in the same proportion. But the Investor’s shareholding may never be reduced below 15% of the issued shares. Any issue of shares that would take the Investor below 15% requires express written consent, given in advance. An issue made without that consent is void and the Company will not register it.
• Silence is not consent here. The deemed-consent rule in section 6 — where no reply within 10 business days counts as agreement — does not apply to consent under this section. The Investor has to actually say yes, in writing, and may refuse for any reason or for none.
• Pre-emptive right. Before shares are issued to anyone else, the Investor is offered the chance to take up their proportionate share on the same terms. There are 15 business days to accept in writing and pay.
• If the Investor does not take it up, the shares may be issued to someone else and the Investor’s percentage reduces accordingly — but never below the 15% floor unless the Investor has consented to that in writing. Down to the floor, there is no claim of any kind for the 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 the shares, or any right attached to them, without the Founder’s written consent.
• First refusal, afterwards. If the Investor later wishes to sell, the shares must first be offered to the Founder in writing, at the price and on the terms the Investor 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 their affairs, or the 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 10, which the Founder 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 the Founder nominates — not by the Company.
• The price is the Investor’s percentage of the total cash held in the Company’s bank accounts on the date of the notice — 20%, unless the shareholding has been reduced under section 8, in which case it is whatever is actually held, and never less than 15%. It is never less than the total the Investor has actually paid under section 3 (R6 500.00 once it is paid), so the Investor can never receive back less than what was 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, an amount already owed to SARS or a supplier, and any balance standing to another shareholder’s credit, are not the Company’s cash and are 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 that is not done within 10 business days, the Investor irrevocably authorises the Founder to sign on their 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.
• The Investor breaches section 11 (confidentiality and competing businesses) at all.
• The Investor is sequestrated, or commits an act of insolvency.
• The Investor is convicted of an offence involving dishonesty.
• The Investor acts in a way that materially damages the Company’s reputation or its relationship with its clients.

• 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.
• Anything the Investor learns as a shareholder is confidential — including the financial information given under section 4. It may be used only to decide what to do about this shareholding, and may be shared only with the Investor’s own professional advisers, who are bound to the same confidence.
• No competing business. For as long as the Investor holds shares in the Company, and for 12 months after they are sold or bought back, the Investor will not carry on, be employed by, or hold more than 5% of, a business that competes with the Company in South Africa in web design, software development or related digital services. This is limited to that period, that field and that territory deliberately, so that it is no wider than it needs to be.
• No poaching. For the same period, the Investor will not approach the Company’s clients or contractors to move their business or their services away from the Company.
• 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.

• 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 the 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 ceases to hold the shares, they keep no copy, licence or right of any kind to the Company’s or the Founder’s intellectual property, and must return or delete everything they hold.

• 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 11.
• A disagreement about a figure in the annual accounts goes to an independent accountant the parties agree on or, failing agreement, one nominated by the South African Institute of Professional Accountants. That accountant’s figure is final and binding, and the party who asks for the referral pays for it.
• The business keeps running. While a dispute is unresolved, the Founder keeps running the Business, 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 in the Business. 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, tax and financial advice before signing, and either took it or chose not to.
• The Investor confirms that no return, income or level of profit has been promised by the Founder or by anyone else, that the Company may never declare a dividend, that the whole R6 500.00 may be lost, and that no forecast or projection has been relied on.
• The Investor confirms they understand that this agreement buys shares only — no job, no role, no salary and no share of monthly profit — and that the Founder remains the sole director and runs the Business alone, subject only to section 6.
• The Investor confirms they know that another shareholder holds 20% on different terms and at a different price, and is paid a share of monthly profit for a commercial role, as set out in sections 2, 3 and 7.
• The Investor confirms the money being invested is lawfully their 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.