Common use of ISSUE OF SHARES TO SBC Clause in Contracts

ISSUE OF SHARES TO SBC. 2.1 By participating in the Program, the Company is required to issue to SBC such number of shares as shall constitute 8% of the Company's share capital immediately after issue thereof to SBC. 2.2 With effect from the commencement of the Program, the Company hereby issues to SBC, and SBC subscribes for so many ordinary shares in the issued share capital of the Company such that immediately after such issue to SBC, SBC will hold 8% of the Company's issued shares ("SBC Shares"). The SBC Shares shall have exactly the same rights as all of the other issued shares in the Company. In exchange for participation in the Program, your Company will need to issue as many shares in your Company to SBC so that SBC will hold 8% of all the shares in your Company. SBC will initially pay EUR7 500 into the Company's bank account, for the 8% shares. In order to make this initial payment, the Company must be properly incorporated and the shareholding regularised, including the issue of the SBC shareholding, and SBC’s shares being endorsed non-resident by the South African Reserve Bank, to the extent required. On successful completion of 6 weeks of the Program, SBC will pay a further EUR7 500 into the Company's bank account. Again, this 2nd payment will depend on the Company being properly incorporated and the shareholding regularised, including the issue of the SBC shareholding, and the endorsement of the SBC shares as non-resident by the South African Reserve Bank, to the extent required. This will give you a cash injection for the benefit of the activities of your Company. SBC will hold 8% of the shares in your Company in exchange for you and your Company to participate in the Program. Whilst we cannot guarantee your success, we 'accelerate' your business by, during the Program, providing intensive mentoring, office space, international PR, legal and tax advice, sponsor deals and a capital injection of EUR 15 000. Acceptance into the Program of SBC means you matter. Investors, the media, and even potential clients may pay more attention to you because of SBC’s vote of confidence. 2.3 The Company and the Existing Shareholder/s will do all such things necessary, at the Company's cost, to issue the SBC Shares in accordance with the regulatory and legal requirements of the Company's jurisdiction of incorporation, including the waiver by the Existing Shareholder/s of any pre-emptive rights they may have to subscribe for the SBC Shares. 2.4 In order for the Company’s placement in the Program to be confirmed, the Company and the Existing Shareholder/s shall deliver to SBC (i) validly issued share certificate(s) for the SBC Shares, endorsed non-resident by the South African Reserve Bank, if required and (ii) a true copy of the updated Company's share register reflecting SBC's shareholding, and (iii) a copy of the Company’s existing articles of association / memorandum of incorporation, together with any written agreements between the Company and/or the Existing Shareholder/s and/or prospective investors. In addition, the Company and the Existing Shareholders shall be required to furnish a written declaration confirming that the Company owns and has valid title to all intellectual property required for the Company to conduct its business and confirming that no other person, or Existing Shareholder has any right, title or interest in and to such intellectual property. You need to give SBC sufficient proof that the SBC Shares have been properly issued to SBC. Such evidence includes at least i) a share certificate, and ii) a copy of the updated share register. The share issue must be done in accordance with the laws and regulatory requirements of the jurisdiction where your Company is incorporated. If your Company is incorporated in South Africa, SBC’s share certificate will need to be endorsed non-resident by an authorised dealer at the Company’s bank (on behalf of the South African Reserve Bank). This is because SBC is a foreign company incorporated in Mauritius. Please contact SBC's lawyers, Brevity, if you have any further questions concerning the issue of the 8% shares. Please note that all costs incurred to issue the 8% shares to SBC are for the cost of the Company. SBC does not conduct a formal due diligence into the state of affairs of the Program participants. Accordingly, SBC needs to see a copy of any existing shareholder arrangements, agreements with prospective investors which might be binding on the Company, and the Company’s constitutional documents. In addition, it needs express written confirmation that the intellectual property used by the Company in conducting its business (and arguably the Company’s most valuable asset) is actually owned by the Company in which SBC are investing. 2.5 The SBC Shares are issued by the Company in exchange for the right to participate in the Program. In addition, the Company shall receive from SBC EUR7 500, which shall be paid by SBC to the Company against issue to SBC of the SBC Shares, plus a further EUR7 500 upon successful completion of the first 6 weeks of the Program. All cash payments will be made by SBC, by electronic funds transfer, directly into the Company's bank account. 2.6 While the Program is designed to support the scalability of the Company, and to provide the Company with access to a wide network of mentors, SBC gives no guarantees as to the success of the Company as a result of its participation in the Program, although we do guarantee to provide an environment which promotes and facilitates the Company's prospects of success.

ISSUE OF SHARES TO SBC. 2.1 2.1. By participating in the Program, the Company is required to issue to SBC such number of shares as shall constitute 8% of the Company's share capital immediately after issue thereof to SBC. 2.2 2.2. With effect from the commencement of the Program, the Company hereby issues to SBC, and SBC subscribes for so many such number of ordinary shares in the issued share capital of the Company such that immediately after such issue to SBC, SBC will hold 8% of the Company's issued shares ("SBC Shares"). The SBC Shares shall have exactly the same rights as all of the other issued shares in the Company. In exchange for participation in the Program, your Company will need to issue as many shares in your Company to SBC so that SBC will hold 8% of all the shares in your Company. SBC will initially pay EUR7 500 into the Company's bank account, for the 8% shares. In order to make this initial payment, the Company must be properly incorporated and the shareholding regularised, including the issue of the SBC shareholding, and SBC’s shares being endorsed non-resident by the South African Reserve Bank, to the extent required. On successful completion of 6 weeks of the Program, SBC will pay a further EUR7 500 into the Company's bank account. Again, this 2nd payment will depend on the Company being properly incorporated and the shareholding regularised, including the issue of the SBC shareholding, and the endorsement of the SBC shares as non-resident by the South African Reserve Bank, to the extent required. This will give you a cash injection for the benefit of the activities of your Company. SBC will hold 8% of the shares in your Company in exchange for you and your Company to participate in the Program. Whilst we cannot guarantee your success, we 'accelerate' your business by, during the Program, providing intensive mentoring, office space, international PR, legal and tax advice, sponsor deals and a capital injection of EUR 15 000. Acceptance into the Program of SBC means you matter. Investors, the media, and even potential clients may pay more attention to you because of SBC’s vote of confidence. 2.3 2.3. The Company and the Existing Shareholder/s Founder(s) will do all such things necessary, at the Company's cost, to issue the SBC Shares in accordance with the regulatory and legal requirements of the Company's jurisdiction of incorporation, including the waiver by the Existing Shareholder/s Founder(s) of any pre-pre- emptive rights they may have to subscribe for the SBC Shares. 2.4 In order for 2.4. Within 10 business days of the Company’s placement in commencement of the Program to be confirmedProgram, the Company and the Existing Shareholder/s Founder(s) shall deliver to SBC (i) validly issued share certificate(s) certificates for the SBC Shares, endorsed non-resident by the South African Reserve Bank, if required and (ii) a true certificate issued by the Company's attorney certifying the share issue of the SBC Shares, certifying that the issue of the SBC Shares is in accordance with legal requirements, and (iii) a certified copy of the updated Company's share register reflecting SBC's shareholding, and (iii) a copy of the Company’s existing articles of association / memorandum of incorporation, together with any written agreements between the Company and/or the Existing Shareholder/s and/or prospective investors. In addition, the Company and the Existing Shareholders shall be required to furnish a written declaration confirming that the Company owns and has valid title to all intellectual property required for the Company to conduct its business and confirming that no other person, or Existing Shareholder has any right, title or interest in and to such intellectual property. You need to give SBC sufficient proof that the SBC Shares have been properly issued to SBC. Such evidence includes at least i) a share certificate, and ii) a copy of the updated share register. The share issue must be done in accordance with the laws and regulatory requirements of the jurisdiction where your Company is incorporated. If your Company is incorporated in South Africa, SBC’s share certificate will need to be endorsed non-resident by an authorised dealer at the Company’s bank (on behalf of the South African Reserve Bank). This is because SBC is a foreign company incorporated in Mauritius. Please contact SBC's lawyers, Brevity, if you have any further questions concerning the issue of the 8% shares. Please note that all costs incurred to issue the 8% shares to SBC are for the cost of the Company. SBC does not conduct a formal due diligence into the state of affairs of the Program participants. Accordingly, SBC needs to see a copy of any existing shareholder arrangements, agreements with prospective investors which might be binding on the Company, and the Company’s constitutional documents. In addition, it needs express written confirmation that the intellectual property used by the Company in conducting its business (and arguably the Company’s most valuable asset) is actually owned by the Company in which SBC are investing. 2.5 2.5. The SBC Shares are issued by the Company in exchange for the right to participate in the ProgramProgram (which shall include the benefit of intensive mentoring, office space, international PR, legal and tax advice, and sponsor deals). In addition, the Company shall receive from SBC EUR7 500, which shall be paid by SBC to the Company against issue to SBC of the SBC Shares, plus a further EUR7 500 upon successful completion of the first 6 weeks of the Program. All cash payments will be made by SBC, by electronic funds transfer, directly into the Company's bank account. 2.6 2.6. While the Program is designed to support the scalability of the Company, and to provide the Company with access to a wide network of mentors, SBC gives no guarantees as to the success of the Company as a result of its participation in the Program, although we do guarantee to provide an environment which promotes and facilitates the Company's prospects of success.

ISSUE OF SHARES TO SBC. 2.1 3.1. By participating in the Program, the Company is required to issue to SBC such number of shares as shall constitute 8% of the Company's share capital immediately after issue thereof to SBC. 2.2 3.2. With effect from the commencement of the Program, the Company hereby issues to SBC, and SBC subscribes for so many ordinary shares in the issued share capital of the Company such that immediately after such issue to SBC, SBC will hold 8% of the Company's issued shares. These shares ("SBC Shares"). The SBC Shares shall have exactly the same rights as all of the other issued shares in the Company. 3.3. In exchange for participation If, after selection in the Program, your for any reason, the Company will need declines to participate in, or withdraws from the Program, then the Company shall issue as many shares in your the share capital of the Company to SBC so that SBC will hold 8% of all the shares in your Company. SBC will initially pay EUR7 500 into the Company's bank account, for the 8% shares. In order to make this initial payment, the Company must be properly incorporated and the shareholding regularised, including the issue of the SBC shareholding, and SBC’s shares being endorsed non-resident by the South African Reserve Bank, to the extent required. On successful completion of 6 weeks of the Program, SBC will pay a further EUR7 500 into the Company's bank account. Again, this 2nd payment will depend on the Company being properly incorporated and the shareholding regularised, including the issue of the SBC shareholding, and the endorsement of the SBC shares as non-resident by the South African Reserve Bank, to the extent required. This will give you a cash injection for the benefit of the activities of your Company. SBC will hold 8holds 4% of the shares issued share capital of the Company, in your spite of the fact that the Company in exchange for you and your Company to does not participate in the Program. Whilst we cannot guarantee your success, we 'accelerate' your business by, during the Program, providing intensive mentoring, office space, international PR, legal and tax advice, sponsor deals and a capital injection of EUR 15 000. Acceptance into the Program of SBC means you matter. Investors, the media, and even potential clients may pay more attention no cash award is made to you because the Company by SBC. The issue of SBCshares to the Company in these circumstances will be in consideration for the Company’s vote participation in and attendance at the final selection days, and the presentation of confidencethe Company in the final selection. 2.3 3.4. The shares issued to SBC in terms of this agreement shall be referred to as the “SBC Shares”. 3.5. The Company and the Existing Shareholder/s will do all such things necessary, at the Company's cost, to issue the SBC Shares in accordance with the regulatory and legal requirements of the Company's jurisdiction of incorporation, including the waiver by the Existing Shareholder/s of any pre-emptive rights they may have to subscribe for the SBC Shares. 2.4 3.6. In order for the Company’s placement in the Program to be confirmed, the Company and the Existing Shareholder/s shall deliver to SBC (i) validly issued share certificate(s) for the SBC Shares, endorsed non-resident by the South African Reserve Bank, if required and (ii) a true copy of the updated Company's share register reflecting SBC's shareholding, and (iii) a copy of the Company’s existing articles of association / memorandum of incorporation, together with any written agreements between the Company and/or the Existing Shareholder/s and/or prospective investors. In addition, the Company and the Existing Shareholders shall be required to furnish a written declaration confirming that the Company owns and has valid title to all intellectual property required for the Company to conduct its business and confirming that no other person, or Existing Shareholder has any right, title or interest in and to such intellectual property. You need to give SBC sufficient proof that the SBC Shares have been properly issued to SBC. Such evidence includes at least i) a share certificate, and ii) a copy of the updated share register. The share issue must be done in accordance with the laws and regulatory requirements of the jurisdiction where your Company is incorporated. If your Company is incorporated in South Africa, SBC’s share certificate will need to be endorsed non-resident by an authorised dealer at the Company’s bank (on behalf of the South African Reserve Bank). This is because SBC is a foreign company incorporated in Mauritius. Please contact SBC's lawyers, Brevity, if you have any further questions concerning the issue of the 8% shares. Please note that all costs incurred to issue the 8% shares to SBC are for the cost of the Company. SBC does not conduct a formal due diligence into the state of affairs of the Program participants. Accordingly, SBC needs to see a copy of any existing shareholder arrangements, agreements with prospective investors which might be binding on the Company, and the Company’s constitutional documents. 3.7. In addition, it needs express written confirmation that the intellectual property used by the Company in conducting its business (and arguably the Company’s most valuable asset) is actually owned by the Company in which SBC are investing. 2.5 The SBC Shares are issued by the Company in exchange for addition to the right to participate in the Program. In addition, the Company shall receive from SBC EUR7 500, which shall be paid by SBC to the Company against issue to SBC of the full 8% SBC Shares, plus a further EUR7 500 upon successful completion of the first 6 weeks of the Program. All cash payments will be made by SBC, by electronic funds transfer, directly into the Company's bank account. 2.6 3.8. While the Program is designed to support the scalability of the Company, and to provide the Company with access to a wide network of mentors, SBC gives no guarantees as to the success of the Company as a result of its participation in the Program, although we do guarantee to provide an environment which promotes and facilitates the Company's prospects of success.