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TEMPLATE SHAREHOLDERS AGREEMENT

1. SHAREHOLDER 1:

Full Name:

Registration Number/Identity Number:

Physical address:

Email address:

Number and class of Shares:

2. SHAREHOLDER 2:

Full Name:

Registration Number/Identity Number:

Physical address:

Email address:

Number and class of Shares:

3. SHAREHOLDER 3:

Full Name:

Registration Number/Identity Number:

Physical address:

Email address:

Number and class of Shares:

4. SHAREHOLDER 4:

Full Name:

Registration Number/Identity Number:

Physical address:

Email address:

Number and class of Shares:

5. SHAREHOLDER 5:

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Full Name:

Registration Number/Identity Number:

Physical address:

Email address:

Number and class of Shares:

6. SHAREHOLDER 6:

Full Name:

Registration Number/Identity Number:

Physical address:

Email address:

Number and class of Shares:

7. COMPANY DETAILS:

Full name of company:

Registration Number:

Physical address:

Email address:

8. AUTHORISED SHARE CAPITAL:

9. INTEREST RATE ON SHAREHOLDER LOANS:

10. WILL TAG ALONG RIGHTS APPLY – YES / NO

11. TAG ALONG RIGHT THRESHOLD:

12. WILL DRAG ALONG RIGHTS APPLY – YES / NO

13. DRAG ALONG RIGHT THRESHOLD:

14. PROVINCE IN WHICH ARBITRATION WILL TAKE PLACE IF THERE IS A DISPUTE:

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Contents

1 Definitions and interpretation ......................................................................................... 3 2 Ranking of documents .................................................................................................... 8 3 Share capital ................................................................................................................... 9 4 Statutory matters ............................................................................................................ 9 5 Dividend policy ................................................................................................................ 9 6 Deadlock resolution....................................................................................................... 10 7 Shareholder Loans ........................................................................................................ 10 8 Shareholders not to bind the Company ........................................................................ 10 9 Financial matters ........................................................................................................... 11 10 Disposal of Shares ........................................................................................................ 11 11 Proposed Share transfers .............................................................................................. 11 12 Pre-emption .................................................................................................................. 12 13 Tag Along Rights ........................................................................................................... 13 14 Drag Along Rights ......................................................................................................... 13 15 Completion of Share Transfers ..................................................................................... 14 16 New shareholders ......................................................................................................... 15 17 Forced transfer of shares on Trigger Event .................................................................. 16 18 Determination of value of equity .................................................................................. 17 19 Publications and announcements ................................................................................. 18 20 Remuneration ............................................................................................................... 18 21 Breach ........................................................................................................................... 18 22 Arbitration ..................................................................................................................... 19 23 Appointment of Expert .................................................................................................. 20 24 Confidential Information ............................................................................................... 20 25 Termination ................................................................................................................... 21 26 General .......................................................................................................................... 21 27 Notices and addresses .................................................................................................. 22 28 Applicable law ............................................................................................................... 23 29 Jurisdiction .................................................................................................................... 24 30 Counterparts ................................................................................................................. 24

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It is agreed

1 Definitions and interpretation

1.1 In this Agreement:

1.1.1

1.1.3 Agreement means this Shareholders Agreement;

1.1.4 Auditors means the auditors of the Company from time to time;

1.1.5 Board means the board of directors of the Company;

1.1.6 Business means the Company’s business of the Company, including all matters related thereto;

1.1.7

1.1.9 Company means the private company detailed in item 7 of the Table above incorporated in accordance with the company laws of South Africa;

1.1.10 Completion means completion of a transfer of Shares under this Agreement (other than a Permitted Disposal);

1.1.11 Control has the meaning given in section 2(2) of the Act;

1.1.12

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1.1.15 Drag Along Right means a Shareholder’s right under clause 14.1 to require another Shareholder’s Shares to be sold to a purchaser;

1.1.16

1.1.17 Effective Date means the Signature Date hereof;

1.1.18 Entity means any company, business trust, partnership, joint venture or close corporation by whatever name called and whether or not capable of suing or being sued in its own name;

1.1.20 Expert means a person appointed in accordance with the provisions of clause 23;

1.1.21

1.1.22 Insolvency Event means in relation to an Entity or individual (which Entity or individual is a Shareholder), as the case may be:

1.1.22.1

1.1.22.4 the Entity enters into or resolves to enter into any arrangement, scheme or compromise with, or assignment for the benefit of, its creditors generally or any class of them;

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1.1.22.5

1.1.22.6 a individual’s estate being sequestrated, whether provisionally or finally.

1.1.23 Memorandum of Incorporation means any Memorandum of Incorporation which the Company has adopted or modified in accordance with the Act;

1.1.25 Price means the price per Share at which an offer is made or accepted to buy or sell Shares;

1.1.26

1.1.27

1.1.28 Seller means a Shareholder, or two or more Shareholders acting together, expecting or intending to sell Shares under a contract or a notice given under this Agreement (other than by Permitted Disposal);

1.1.29 Share means an ordinary share in the issued share capital of the Company;

1.1.30 Shareholders means the Shareholders as referred to in item 1 to 6 (as applicable) of the Table and Shareholder shall as the context requires, be a reference to any one of them, or any other holder of Shares from time to time;

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1.1.31 Shareholder Control means any voting power or other rights that a Shareholder has under this Agreement or the Memorandum of Incorporation or is able to exercise by reason of its ownership of Shares;

1.1.32 Signature Date means the date of the last signature to this Agreement;

1.1.33

1.1.34 South Africa means the Republic of South Africa as constituted from time to time;

1.1.35 Tag Along Right has the meaning given in clause 13.1;

1.1.36 Transfer Notice has the meaning given in clause 11.1;

1.1.37

1.1.38 Trigger Event in relation to a Shareholder means:

1.1.38.1 a person (other than the Shareholder) acquiring any legal or equitable interest in Shares held by the Shareholder;

1.1.38.2 the death, disability or other form of incapacity to a Shareholder which renders such Shareholder unable to perform his/her obligations toward the Company in terms of this Agreement and/or the Distribution Agreement;

1.1.38.3 the Shareholder being subject of an Insolvency Event; or

1.1.38.4 the Shareholder breaching this Agreement (other than in an immaterial manner) and the breach remaining unremedied for 20 Business Days after the Company or another Shareholder has notified the Shareholder in breach.

1.2 Any reference in this Agreement to:

(a)

(b) law is construed as any law including common law, statute, constitution, decree, judgment, treaty, regulation, directive, by-law, order or any other

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measure of any government, local government, statutory or regulatory body or court having the force of law; and

(c) person is construed as a reference to any natural or juristic person, firm, company, corporation, government, state, agency or organ of a state, association, trust or partnership (whether or not having separate legal personality).

1.3 Where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning.

1.4 The headings do not govern or affect the interpretation of this Agreement.

1.5

1.8 Unless the context indicates otherwise if the day for payment of any amount or performance of any obligation falls on a day which is not a Business Day, that day will be the next Business Day.

1.9 The words “including” and “in particular” are without limitation.

1.10

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1.14 The termination of this Agreement does not affect those of its provisions which expressly provide that they will operate after termination, or which must continue to have effect after termination, or which must by implication continue to have effect after termination.

1.15

1.16 Unless the context indicates otherwise, no provision of this Agreement constitutes a stipulation for the benefit of any person who is not a party to this Agreement.

1.17 Where any term is defined within the context of any particular clause in this Agreement, the term so defined, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, shall bear the same meaning as ascribed to it for all purposes in terms of this Agreement, notwithstanding that that term has not been defined in this interpretation clause.

1.18 Where figures are referred to in numerals and in words, if there is any conflict between the two, the words shall prevail.

2 Ranking of documents

2.1 If there is a conflict or inconsistency between the provisions of this Agreement and the Memorandum of Incorporation, the provisions of the Memorandum of Incorporation will prevail.

2.2 To the extent that the provisions of the Memorandum of Incorporation may be inconsistent or conflict with the provisions of this Agreement:

(a) any Party may require the Memorandum of Incorporation to be amended accordingly; and

(b) the Shareholders undertake to vote in favour of all resolutions of the Company necessary to amend the Memorandum of Incorporation in terms of clause 2.2(a) above.

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2.3 The Shareholders undertake not to vote in favour of any resolution that will result in the Memorandum of Incorporation being inconsistent or conflicting with the provisions of this Agreement.

2.4 Any disagreement between the Parties as to the content of the Memorandum of Incorporation pursuant to this clause 2 shall be resolved by the Expert, acting as an expert and not as an arbitrator, and whose decision will be final and binding on the Parties, save in the case of a manifest error.

3 Share capital

3.1 As at the Signature Date:

(a) the authorised share capital of the Company is the number of Shares in the class and as reflected in item 8 of the Table;

(b) the issued shares in the Company are held in the classes and quantity as stipulated in items 1 to 6 (as applicable) of the Table.

4 Statutory matters

4.1 It is recorded that as at the Signature Date:

(a) the name of the Company is recorded in item 7 of the Table;

(b) the authorised share capital of the Company is recorded in item 8 of the Table, each having those rights and conditions specified in the Memorandum of Incorporation; and

(c) the registered office of the Company is recorded in item 7 of the Table.

5 Dividend policy

5.1

not borrow funds in excess of its funding policy and gearing ratio from time to time to enable it to pay the dividend) declare and pay dividends to be recommended by the Board; provided, however,

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that no dividends shall be declared in instances where there are claims outstanding in respect of Shareholder loans.

6 Deadlock resolution

Whenever a deadlock is deemed to have occurred, the matter shall be referred to the Shareholders, and the deadlock is not resolved, the proposal in relation to which the deadlock relates will not proceed, unless a majority of Shareholders vote in favour a particular matter.

7 Shareholder Loans

7.1

(a) placing the Company under judicial management or business rescue; or

(b) placing the Company into liquidation.

7.2 All payments in respect of the loan accounts by the Company to the Shareholders shall constitute a Pro Rata Portion in accordance with their shareholding from time to time in the Company.

8 Shareholders not to bind the Company

8.1 None of the Shareholders will have the ability, power or capacity independently to bind the Company in any way.

8.2 Each of the Shareholders undertakes that it will not seek to bind the Company in any way and each of the Shareholders respectively undertakes not to hold itself out at any time, to any third party as having authority to bind the Company in any manner whatsoever.

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9 Financial matters

10 Disposal of Shares

10.1 A Shareholder must not Dispose of any Shares except as specifically provided or permitted under this Agreement.

10.2

11 Proposed Share transfers

11.1 An intending Seller must give notice in writing (Transfer Notice) to the Company and to each other Shareholder (excluding the intended purchaser if that person is a Shareholder), setting out full details of:

(a) the Shares it proposes to sell (Transfer Shares);

(b) the name of the proposed purchaser and of any person who Controls the proposed purchaser;

(c)

(g) whether Tag Along Rights apply.

11.2 A Transfer Notice cannot be withdrawn until the processes in clauses 11 to 15 (to the extent relevant) are complete.

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12 Pre-emption

12.1 A Transfer Notice constitutes:

(a)

12.2 Each Shareholder intending to purchase Transfer Shares in response to a Transfer Notice (referred to below as a Buyer) must notify the Secretary within 15 Business Days after receipt of the Transfer Notice of the number of Transfer Shares it is willing to purchase (its Desired Number).

12.3

12.4 A notice under clause 12.2 is irrevocable.

12.5 If the Secretary receives notices for an aggregate Desired Number equal to or greater than the total number of Transfer Shares the Secretary must:

(a)

(

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12.6 The Secretary may allocate what would otherwise be fractional interests in Transfer Shares to Buyers as the Secretary thinks fit.

12.7 The Secretary must notify all Shareholders of the allocation of Transfer Shares and of arrangements for Completion under clause 15.

13 Tag Along Rights

13.1

then each other Shareholder has the right (Tag Along Right) to require the Seller of the Transfer Shares to cause the purchaser named in the Transfer Notice to also buy some or all of their Shares at the same Price as specified in the Transfer Notice.

13.2

13.4 Apart from complying with clause 13.2 and clause 15, a Shareholder selling shares under a Tag Along Right has no obligations to the Seller of the Transfer Shares or to the purchaser of its Shares. In particular the Shareholder is not obliged to provide any warranties.

14 Drag Along Rights

14.1 If a Seller, or group of Sellers, which hold, whether alone or collectively, the number of shares recorded in item 13 of the Table or more of all Shares issues a Transfer

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Notice for sale of all its Shares to a purchaser that is not Affiliated with the Seller then, subject to clause 14.3, the Seller has, or group of Sellers have, as the case may be, the right (Drag Along Right) to require all other Shareholders also to sell all their Shares to that purchaser on the same terms.

14.5 Having given a Drag Along Notice, if the Seller of the Transfer Shares Completes its sale, the Seller must ensure that the purchaser of its Shares simultaneously Completes the acquisition of all Shares which are the subject of Drag Along Notices.

15 Completion of Share Transfers

15.1 This clause 15 applies to the Completion of any transfer of Shares under this Agreement other than a Permitted Disposal.

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(b) by inter-bank or other electronic funds transfer into an account notified by the transferor at least two Business Days before Completion.

15.4 At Completion each transferor must deliver:

(a) to the transferee for their Shares:

(a) duly executed proper instrument of transfer for the Shares being transferred;

(b) clear title in those shares free of any Encumbrance; and

(c) the share certificates for all those Shares (if issued);

(b) to the Company, resignation of any director or directors appointed by the transferor under the Memorandum of Incorporation whom, following Completion, the transferor is no longer entitled to appoint.

15.5

15.6 Following Completion, stamping of share transfers (if required) and compliance with clause 16 (if required) the Company must register the transfer of the relevant Shares.

15.7 The Company will pay all securities transfer tax payable in respect of a Transfer and shall be entitled to claim such securities transfer tax from the transferor.

16 New shareholders

16.1 No party may transfer or issue, or grant any interest in or Encumbrance over, Shares to a person not already a Shareholder unless that person has executed and delivered to each Shareholder and the Company in an Accession Agreement.

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16.2

17 Forced transfer of shares on Trigger Event

17.1 If a Shareholder (Default Shareholder) is the subject of a Trigger Event (and remains so), any other Shareholder or combination of Shareholders (Acquiring Shareholder) may notify the Default Shareholder, the Company and all other Shareholders that it or they will buy all of the Default Shareholder’s Shares at a Price stated in the notice (which must be payable on Completion in accordance with clause 15.3).

17.2 .

17.3

17.4

17.5

17.6

(a) the Default Shareholder does not give a notice under clause 17.3; or

(b) the Valuation Price is not greater than the Offer Price notified under clause 17.1, or

(c) the Acquiring Shareholder gives a notice under clause 17.5.

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17.7

.

17.8 Tag Along Rights and Drag Along rights do not apply to a sale of Shares under this clause 17. The Default Shareholder is not required to give any warranties.

18 Determination of value of equity

18.1 the value of the Shares of a relevant Shareholder must be the market value of the Shares as between a willing buyer and a willing seller provided, however, that the Expert shall not take into account for the purposes of the valuation the fact, if it is so, that the relevant Shares are a minority shareholding;

18.2

18.4 the Expert will be obliged to disclose to the Shareholders the basis of their valuation of the relevant Equity on the date of determination of such value;

18.5 the value of the Claims will be determined at face value thereof except if the Expert is of the opinion that they should determine a lesser amount due to the fact that the Shareholder would on the liquidation of the Company receive a lesser amount

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from the Company. If the Claims reflect a debit balance, the amount of such debit balance will be set off against the value of the Shares of the Shareholder; and

19 Publications and announcements

The Parties record their intention that, wherever practically possible, no public announcement other than announcements which may be required in terms of applicable legislation will be made by the Company or by any of the Shareholders concerning the Company without the prior approval of all Shareholders.

20 Remuneration

The Board will be entitled to set policies in relation to the remuneration of the Directors and other key executives in their capacities as employees of the company and not as directors. Such policies may determine annual remuneration packages and any increases in remuneration packages must be approved by the Board. To the extent that Board does not approve a remuneration package, it will be referred to the Shareholders.

21 Breach

If the Defaulting Shareholder fails to comply with such notice, the Aggrieved Shareholder shall not be entitled to cancel this agreement against the Defaulting Shareholder but shall be entitled, in addition to its rights under clause 17 of this Agreement, to claim immediate payment and/or performance by the Defaulting Shareholder of all of the Defaulting Shareholder’s obligations whether or not the due date for payment and/or performance shall have arrived, in either event without prejudice to the Aggrieved Shareholder’s rights to claim damages; it being agreed that, without prejudice to the Aggrieved Shareholder’s

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right to claim damages as aforesaid, the remedy of specific performance may be the proper remedy for any breach of this Agreement as damages may be an inadequate remedy. The a foregoing is without prejudice to such other rights as the Aggrieved Shareholder may have at law.

22 Arbitration

22.1

22.2 The said arbitration shall be held subject to the provisions of this clause:

(a) in the province recorded in item 14 of the Table;

(b) informally;

(c) otherwise in accordance with the provisions of the Arbitration Act and the rules of the Arbitration Foundation of South Africa;

it being the intention that if possible it shall be held and concluded within 21 Business Days after it has been demanded.

22.3

(c) any other matter an independent person agreed upon between the Parties.

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22.4 If the Parties cannot agree upon a particular arbitrator under the provisions of clause 22.3 above within seven Business Days after the arbitration has been demanded, the nomination in terms of clauses 22.3(a), 22.3(b) and 22.3(c), as the case may be, shall be made by the President for the time being of the South African Institute of Chartered Accountants within seven days after the Parties have so failed to agree.

22.5 The Parties irrevocably agree that the decision in these arbitration proceedings:

(a) shall be binding on them,

(b) shall be carried into effect,

may be made an order of any Court of competent jurisdiction.

23 Appointment of Expert

Where certification or determination is required by any Expert under this Agreement:

23.1 such Expert shall be appointed in accordance with the provisions of clauses 22.3 and 22.4 above;

24 Confidential Information

24.1 Confidential information relating to the Shareholders shall include, without limitation:

(a)

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(e) the terms of this Agreement.

24.2 The Parties respectively agree to use the confidential information solely for the purposes contemplated in this Agreement and in facilitating the attainment of the Company's objectives; to disclose it only to officers, employees, consultants and professional advisors who have a need to know.

24.3

(c) was lawfully received from a third party entitled to possess and disclose that information;

(d) was disclosed to a potential purchaser of the Party’s Shares and the potential purchaser has entered into a confidentiality agreement with the Company to its reasonable satisfaction.

25 Termination

25.1 Except as set out in clause 25.2, this Agreement shall terminate in respect of a Shareholder upon that Shareholder ceasing to hold any Shares.

25.2 Without prejudice to the accrued rights of any Party, a Shareholder that has ceased to hold Shares shall have no further rights or obligations under this Agreement.

26 General

26.1 This Agreement, read with the Memorandum of Incorporation, is the whole agreement between the Parties in regard to its subject matter.

26.2 Each Party has entered into this Agreement without relying on any representation by any other Party or any person purporting to represent that Party.

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26.4 No indulgence by a Party to another Party, or failure strictly to enforce the terms of this Agreement, is to be construed as a waiver or be capable of founding an estoppel.

26.8 The Parties undertake to do everything reasonable in their power necessary for or incidental to the effectiveness and performance of this Agreement.

26.9 Save as is specifically provided in this Agreement, no Party is entitled to cede any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other Party affected by the transfer of rights or obligations which may not be unreasonably withheld.

26.10 Any illegal or unenforceable provision of this Agreement may be severed and the remaining provisions of this Agreement continue in force.

27 Notices and addresses

27.1 Notices

Any notice, consent, approval or other communication in connection with this Agreement (Notice) will be in writing in English.

27.2

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27.3

(b) on the first Business Day after the date of transmission, if sent by email to the recipient’s email address in clause 27.2.

(b) Despite anything to the contrary in this Agreement, a Notice actually received by a Party is effective even though it was not sent, or delivered, or sent and delivered to its address in clause 27.2.

(b) Any Party may by Notice to other Party change its address at which legal process and other documents in legal proceedings in connection with this Agreement may be served to another physical address as specified by such Party.

28 Applicable law

This Agreement is governed by South African law.

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29 Jurisdiction

The Parties unconditionally consent and submit to the non-exclusive jurisdiction of the courts in the province referred to in clause 14 of the Table, in regard to all matters arising from this Agreement.

30 Counterparts

This Agreement may be executed in counterparts, each of which will be an original and which together constitute the same agreement.

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Signed at __________________________ on this the ______ day of ___________________ 20___. For and on behalf of Shareholder 1 Signed at __________________________ on this the ______ day of ___________________ 20___. For and on behalf of Shareholder 2 Signed at __________________________ on this the ______ day of ___________________ 20___. For and on behalf of Shareholder 3 Signed at __________________________ on this the ______ day of ___________________ 20___. For and on behalf of Shareholder 4 Signed at __________________________ on this the ______ day of ___________________ 20___. For and on behalf of Shareholder 5 Signed at __________________________ on this the ______ day of ___________________ 20___. For and on behalf of Shareholder 6