FOUNDERS AGREEMENT

entered into between

<INSERT NAME OF PARTY>

<INSERT DESCRIPTION OF COUNTERPARTY>

with identity / passport / registration number <INSERT>
and principle place of business / residential address at
<INSERT ADDRESS>

(hereinafter referred to as “Founder 1”)

and

<INSERT NAME OF PARTY>

<INSERT DESCRIPTION OF COUNTERPARTY>

with identity / passport / registration number <INSERT>
and principle place of business / residential address at
<INSERT ADDRESS>

(hereinafter referred to as “Founder 2”)

[DRAFTING NOTE: Further Founders should be added as required, along the same format
as set out above.]

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 PREAMBLE:

[A] The Parties to this Agreement wish to collaborate for the purposes of developing the
Business as set out in clause 2 of this agreement;

[B] The Parties have agreed to conclude a founders’ agreement in terms whereof, inter
alia, the rights and obligations of the Founders, as between each other and with
respect to the Business, will be determined.

NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:

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Contents

PREAMBLE:........................................................................................................................................2
1. DEFINITIONS AND INTERPRETATION..................................................................................5
2. BUSINESS OF THE FOUNDERS................................................................................................9
3. STRUCTURE OF THE COOPERATION BETWEEN THE FOUNDERS..................................9
4. INCORPORATION OF THE NEWCO.......................................................................................10
5. SHAREHOLDING IN THE NEWCO AND VESTING OF SHARES.......................................10
6. TRANSFER OF BUSINESS TO NEWCO.................................................................................11
7. CONTRIBUTION TO THE BUSINESS AND RESPONSIBILITIES OF FOUNDERS............12
8. SHAREHOLDERS’ AGREEMENT...........................................................................................12
9. NO PARTNERSHIP....................................................................................................................12
10. COOPERATION.....................................................................................................................13
11. PUBLICITY............................................................................................................................13
12. BREACH.................................................................................................................................14
13. DOMICILIA AND NOTICES.................................................................................................14
13.1. Communications in Writing.............................................................................................14
13.2. Addresses.........................................................................................................................14
13.3. Domicilia.........................................................................................................................15
13.4. Delivery...........................................................................................................................15
13.5. Notification of Address and Fax Number.........................................................................16
13.6. Electronic Communication..............................................................................................16
13.7. English Language............................................................................................................17
14. GENERAL PROVISIONS......................................................................................................17
14.1. Governing Law and Jurisdiction......................................................................................17
14.2. Whole Agreement.............................................................................................................17
14.3. No Waiver........................................................................................................................17
14.4. Severability......................................................................................................................18
14.5. Successors and Assigns....................................................................................................18
14.6. Cession, Delegation and Assignment...............................................................................18
14.7. Third-Party Rights...........................................................................................................18
14.8. Independent Advice..........................................................................................................19
14.9. No Representations..........................................................................................................19
14.10. Confidentiality.................................................................................................................19

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14.11. Dispute Resolution...........................................................................................................20
14.12. Costs................................................................................................................................22
14.13. Counterparts....................................................................................................................22

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1. DEFINITIONS AND INTERPRETATION

1.1. The headings to the clauses and schedules of this Agreement are for reference
purposes only and shall in no way govern or affect the interpretation of nor modify
nor amplify the terms of this Agreement or any clause or schedule hereof.

1.2. Unless inconsistent with the context, the words and expressions set forth below shall
bear the following meanings and cognate expressions shall bear corresponding
meanings:

1.2.1. “Agreement” means this founders agreement entered into between the
Parties and all schedules, annexures and addenda hereto, if any;

1.2.2. “Applicable Laws” includes all and any statutes, subordinate legislation

and common or customary law, regulation, ordinances and by-laws,
directives, codes of practice, circulars, guidance notices, judgments and
decisions of any competent authority, or any governmental,
intergovernmental or supranational body, agency, department or regulatory,
self-regulatory or other authority or organisation and other similar
provisions from time to time, compliance with which is mandatory for the
Parties;

1.2.3. “Authorised Shares” means the number of shares in the Newco at

incorporation that are or will be available for issuing to new or existing
shareholders;

1.2.4. “Business” means the business in which the Founders wish to collaborate
as described in clause 2 of this Agreement;

1.2.5. “Business Day” means any day (other than a Saturday, Sunday or officially
recognised Namibian public holiday) on which banks generally are open for
business in Namibia;

1.2.6. “Companies Act” means the Companies Act 28 of 2004, as amended from
time to time;

1.2.7. “Date of Signature” means the date on which the Party signing this
Agreement last in time, signs the Agreement;

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 1.2.8. “Founders” means the founders, as described in the recitals to this
Agreement, collectively, and “Founder” means any one of them, and the
words “Parties” or “Party” shall have corresponding meanings;

1.2.9. “Initial Cost” means the nominal value of the Issued Shares as at the date
of the Newco’s incorporation;

1.2.10. “Issued Shares” means the number of shares in the Newco that will be
issued to the Newco’s initial subscribers at incorporation;

1.2.11. “Newco” means the new company to be incorporated under clause 4 below;

1.2.12. “Shareholders’ Agreement” means the Shareholders’ Agreement to be

entered into between the Founders as shareholders in the Newco under
clause 8 (Shareholders’ Agreement) below;

1.2.13. “Unvested Shares” means the proportion of Issued Shares that have not
vested in the Founders as per the Vesting Schedule;

1.2.14. “Vesting Period” means the period (s) set out in the Vesting Schedule after
which the Issued Shares shall vest in the Founders;

1.2.15. “Vesting Schedule” means the schedule attached hereto as Annexure A:

Vesting Schedule setting out the periods and proportions in which the Issued
Shares shall vest in the Founders, subject to the provisions of clause 5.5.
below;

1.3. Any reference in this Agreement to:

1.3.1. an “affiliate” means, in relation to any person, a subsidiary of that person or

a holding company of that person or any other subsidiary of that holding
company;

1.3.2. a “clause” shall, subject to any contrary indication, be construed as a

reference to a clause hereof;

1.3.3. a “holding company” shall be construed in accordance with the Companies

Act;

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 1.3.4. “law” shall be construed as having the same meaning as that ascribed to the
words Applicable Laws;

1.3.5. a “Schedule” shall, subject to any contrary indication, be construed as a

reference to a schedule hereof;

1.3.6. a “subsidiary” shall be construed in accordance with the Companies Act;

1.3.7. a “person” shall be construed as a reference to any person, firm, company,

corporation, government, state or agency of a state or any association or
partnership (whether or not having separate legal personality) of two or
more of the foregoing.

1.3.8. the words “shall” and “will” and “must” used in the context of any
obligation or restriction imposed on a Party have the same meaning.

1.3.9. the word “include”, “including” and “in particular” shall be construed as
being by way of example or emphasis only and shall not be construed, nor
shall they take effect, as limiting the generality of any preceding word/s.

1.3.10. The words “other” and “otherwise” shall not be construed eiusdem generis
with any preceding words if a wider construction is possible.

1.4. Unless inconsistent with the context or save where the contrary is expressly indicated:

1.4.1. if any provision in a definition is a substantive provision conferring rights

or imposing obligations on any Party, notwithstanding that it appears only
in this interpretation clause, effect shall be given to it as if it were a
substantive provision of this Agreement;

1.4.2. when any number of days is prescribed in this Agreement, same shall be
reckoned exclusively of the first and inclusively of the last day unless the
last day falls on a day which is not a Business Day, in which case the last
day shall be the next succeeding Business Day;

1.4.3. in the event that the day for payment of any amount due in terms of this
Agreement should fall on a day which is not a Business Day, the relevant
day for payment shall be the following Business Day;

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 1.4.4. in the event that the day for performance of any obligation to be performed
in terms of this Agreement should fall on a day which is not a Business
Day, the relevant day for performance shall be the subsequent Business
Day;

1.4.5. any reference in this Agreement to an enactment is to that enactment as at

the Date of Signature and as amended or re-enacted from time to time;

1.4.6. any reference in this Agreement to this Agreement or any other agreement
or document shall be construed as a reference to this Agreement or, as the
case may be, such other agreement or document as say may have been, or
may from time to time be, amended, varied, novated or supplemented;

1.4.7. no provision of this Agreement constitutes a stipulation for the benefit of

any person who is not a Party to this Agreement;

1.4.8. references to day/s, month/s or year/s shall be construed as Gregorian

calendar day/s, month/s or year/s;

1.4.9. a reference to a Party includes that Party’s successors-in-title and permitted

assigns.

1.5. Unless inconsistent with the context, an expression which denotes:

1.5.1. any one gender includes the other genders;

1.5.2. a natural person includes an artificial person and vice versa; and

1.5.3. the singular includes the plural and vice versa.

1.6. The schedules to this Agreement form an integral part hereof and words and
expressions defined in this Agreement shall bear, unless the context otherwise
requires, the same meaning in such schedules. To the extent that there is any conflict
between the schedules to this Agreement and the provisions of this Agreement, the
provisions of this Agreement shall prevail.

1.7. 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

Page 8 of 24
 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.

1.8. The rule of construction that, in the event of ambiguity, the contract shall be
interpreted against the Party responsible for the drafting thereof (contra proferentem),
shall not apply in the interpretation of this Agreement.

1.9. The expiration or termination of this Agreement shall not affect such of the provisions
of this Agreement as expressly provide that they will operate after any such expiration
or termination or which of necessity must continue to have effect after such expiration
or termination, notwithstanding that the clauses themselves do not expressly provide
for this.

1.10. This Agreement shall be binding on and enforceable by the estates, heirs, executors,
administrators, trustees, permitted assigns or liquidators of the Parties as fully and
effectually as if they had signed this Agreement in the first instance and reference to
any Party shall be deemed to include such Party’s estate, heirs, executors,
administrators, trustees, permitted assigns or liquidators, as the case may be.

1.11. The use of any expression in this Agreement covering a process available under
Namibian law such as winding-up (without limitation eiusdem generis) shall, if any of
the Parties to this Agreement is subject to the law of any other jurisdiction, be
construed as including any equivalent or analogous proceedings under the law of such
other jurisdiction.

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

2. BUSINESS OF THE FOUNDERS

The Founders wish to conclude this Agreement for the purpose of cooperating in the
development of <INSERT DESCRIPTION OF BUSINESS CONCEPT>

3. STRUCTURE OF THE COOPERATION BETWEEN THE FOUNDERS

3.1. It is proposed that the Business will be conducted through a Newco to be incorporated
in Namibia as a private company with limited liability.

Page 9 of 24
3.2. Subject to clause 3.3. below, the Newco shall be formed and established by the
Founders within 3 (THREE) months from the Date of Signature of this Agreement on
the terms and conditions set out in this Agreement.

3.3. If the formation and establishment of the Newco is delayed by more than 3 (THREE)
months by circumstances beyond the control of the Founders, the time for formation
and establishment of the Newco may be extended as necessary by written agreement
between the Founders.

4. INCORPORATION OF THE NEWCO

4.1. The Founders shall procure the incorporation of the Newco and share the cost of the
incorporation in proportion to their respective interest in the Newco and all Founders
shall endeavour to do whatever is necessary to ensure that the Newco is incorporated
within 3 (THREE) months from the Date of Signature of this Agreement.

4.2. The name of the NEWCO shall be agreed upon between the Founders within 1 (ONE)
week from the Date of Signature of this Agreement, failing which such other name as
the Founders may agree to in writing.

4.3. The principal place of business of the Newco shall be at <INSERT>, Windhoek,
Namibia.

4.4. The auditors for the Newco shall be <INSERT>.

4.5. The company secretaries for Newco shall be <INSERT>.

4.6. The initial directors of Newco shall be determined by the Founders within 1 (ONE)
week of the Date of Signature and further directors of Newco shall be appointed under
the Shareholders’ Agreement.

5. SHAREHOLDING IN THE NEWCO AND VESTING OF SHARES

5.1. The Founders hereby agree that the Newco shall have Authorised Shares of
<INSERT> ordinary par value shares and Issued Shares of <INSERT> ordinary par
value shares.

5.2. The par value of the Authorised Shares and Issued Shares shall be <INSERT> per
share.

Page 10 of 24
5.3. The Authorised Shares may be increased after incorporation of the Newco, subject to
the provisions of the Companies Act.

5.4. Subject to the Vesting Schedule, each Founder shall hold the following proportion of
Issued Shares:

5.4.1. Founder 1: <INSERT>

5.4.2. Founder 2: <INSERT>

5.4.3. [DRAFTING NOTE: Add as necessary]

5.5. The Founders hereby agree that the Issued Shares of each Founder shall be registered
against their name in the Company’s share register at the date of incorporation. The
Issued Shares are issued to the Founders subject to the Vesting Schedule. For
purposes of this clause and the Vesting Schedule, the Issued Shares “vest” in the
Founders when the condition of vesting in the Vesting Schedule has been met and the
right of repurchase / purchase set out in clause 5.6 below no longer applies to those
shares.

5.6. If any Founder (“Exiting Founder”) leaves the Newco prior to the expiration of the
Vesting Period, then: (i) the Newco shall have the right to repurchase the Exiting
Founder’s Unvested Shares at their Initial Cost, subject to the relevant provisions of
the Companies Act; alternatively, (ii) the remaining Founders shall have a right to
purchase the Exiting Founder’s Unvested Shares at their Initial Cost.

6. TRANSFER OF BUSINESS TO NEWCO

6.1. Immediately upon the incorporation of the Newco, each Founder shall assign to the
Newco all his/her/its rights, title and interest in the Business, including any ideas,
labour and work products that results or resulted from any task or work performed by
the Founder relating to the Business.

6.2. Each Founder hereby agrees to perform all acts and execute all documents necessary
to give effect to the provisions of clause 6.1. above.

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7. CONTRIBUTION TO THE BUSINESS AND RESPONSIBILITIES OF
FOUNDERS

7.1. The Founders hereby agree that each of them shall contribute to the Business as
follows:

7.1.1. Founder 1: <INSERT>

7.1.2. Founder 2: <INSERT>

7.2. In addition to the contributions in 7.1. above, each Founder shall have the following
responsibilities within the Newco:

7.2.1. Founder 1: <INSERT>

7.2.2. Founder 2: <INSERT>

7.3. Each Founder shall be compensated for the exercise of their responsibilities as
follows:

7.3.1. Founder 1: <INSERT>

7.3.2. Founder 2: <INSERT>

7.4. Each Founder shall, if required, conclude an employment agreement with the Newco
in respect of his/her responsibilities and compensation as set out under clauses 7.2.
and 7.3. above, as soon as is reasonably possible after incorporation of the Newco.

8. SHAREHOLDERS’ AGREEMENT
8.1. The management and control of the Newco shall be determined by the Shareholders’
Agreement.

8.2. The Shareholders’ Agreement shall be negotiated and signed within 5 (five) Business
Days after the Date of Signature of this Agreement.

9. NO PARTNERSHIP
Nothing in this Agreement and no action taken by the Founders under this Agreement shall
constitute a partnership agency relationship among any of the Founders. No Founder shall
have the authority to bind any other Founder or shall hold itself out as having the authority to
bind the any other Founder.

Page 12 of 24
10. COOPERATION
10.1. The Founders shall co-operate with one another and take all such steps, do all such
things and sign all such documents as may be necessary or desirable to give effect to
the development of the Business.

10.2. The Founders shall report to their respective authorities on the progress of the
negotiation on a timely basis.

10.3. The Founders designate the following authorized representatives to be in charge of

further steps and coordination:

Founder 1: Name: ___________________________________

Tel: ___________________________________
Fax: ___________________________________
Email: ___________________________________

Founder 2: Name: ___________________________________

Tel: ___________________________________
Fax: ___________________________________
Email: ___________________________________

11. PUBLICITY

11.1. No Founder shall, subject to 11.2., issue any press release or any public document or
make any public statement relating to, or connected with, or arising out of, this
Agreement without obtaining the prior written approval of the other Founders as to its
contents and the manner of its presentation and publication, provided that such
approval shall not be unreasonably withheld or delayed.

11.2. If any Founder is required by law (including for the purposes of this clause, pursuant
to an order, rule, regulation or policy of any authority or any stock exchange) to
disclose or divulge any information regarding this Agreement to any third party or to
make any press release or other public document or public statement relating to, or
connected with, or arising out of, this Agreement or the Business, that Founder shall,
if at all reasonably practicable, give the other Founders an opportunity to comment on
its content and form prior to disclosing, divulging, releasing or making public that
information or document.

Page 13 of 24
12. BREACH

Should any Founder commit a breach of any provision of this Agreement and fail to remedy
such breach within fourteen days of receiving written notice from the other Founders
requiring it to do so, then the aggrieved Founders shall be entitled, without prejudice to their
other rights in law, to cancel this Agreement or to claim specific performance of all of the
defaulting Founder’s obligations, whether or not such obligations would otherwise then have
fallen due for performance, in either event without prejudice to the aggrieved Founders’ right
to claim damages.

13. DOMICILIA AND NOTICES

13.1. Communications in Writing

Any communication to be made under or in connection with this Agreement shall be

made in writing and, unless otherwise stated, may be made by fax, email or letter.

13.2. Addresses

The address, email and fax number (and the department or officer, if any, for whose
attention the communication is to be made) of each Party for any communication or
document to be made or delivered under or in connection with this Agreement is:

13.2.1. FOUNDER 1:

Business Address: <INSERT>

Postal Address: <INSERT>

Telephone: <INSERT>

Facsimile: <INSERT>

Electronic Mail: <INSERT>

Attention: <INSERT>

13.2.2. FOUNDER 2:

Business Address: <INSERT>

Postal Address: <INSERT>

Page 14 of 24
 Telephone: <INSERT>

Facsimile: <INSERT>

Electronic Mail: <INSERT>

Attention: <INSERT>

or any substitute address or fax number or department or officer as the Party may
notify to the other Parties by not less than 5 (five) business days' notice.

13.3. Domicilia

13.3.1. The Parties choose their respective physical addresses provided under or
pursuant to clause 13.2 (Addresses) as their domicilium citandi et
executandi at which documents in legal proceedings in connection with this
Agreement may be served.

13.3.2. A Party may by written notice to the other Parties change its domicilium
from time to time to another address, not being a post office box or a poste
restante, in Namibia, provided that any such change shall only be effective
on the fourteenth day after deemed receipt of the notice by the other Parties
under clause 13.4 (Delivery).

13.4. Delivery

13.4.1. Any communication or document made or delivered by one person to

another under or in connection with this Agreement will:

13.4.1.1. if by way of fax, be deemed to have been received on the first

business day following the date of transmission provided that
the fax is received in legible form;

13.4.1.2. if delivered by hand, be deemed to have been received at the

time of delivery; and

13.4.1.3. if by way of courier service, be deemed to have been received

on the seventh business day following the date of such sending,

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 and provided, if a particular department or officer is specified as part of its
address details under 13.2 (Addresses), if such communication or document
is addressed to that department or officer, unless the contrary is proved.

13.4.2. Any communication or document to be made or delivered to a

Party will be effective only when actually received by the other
Party and then only if it is expressly marked for the attention of
the department or officer identified with the Parties signature
below (or any substitute department or officer as the Party shall
specify for this purpose).

13.5. Notification of Address and Fax Number

Upon receipt of notification of an address or fax number or change of address or fax

number pursuant to clause 13.2 (Addresses), or changing its own address or fax
number, a Party shall notify the other Parties as soon as reasonably practicable.

13.6. Electronic Communication

13.6.1. Any communication to be made between the Parties under or in connection

with this Agreement may be made by electronic mail or other electronic
means, if the Parties:

13.6.1.1. agree that, unless and until notified to the contrary, this is to be
an accepted form of communication;

13.6.1.2. notify each other in writing of their electronic mail address

and/or any other information required to enable the sending and
receipt of information by that means; and

13.6.1.3. notify each other of any change to their address or any other
such information supplied by them.

13.6.2. Any electronic communication made between the Parties will be effective
only when actually received in readable form.

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13.7. English Language

Any notice or other document given under or in connection with this Agreement must
be in English.

14. GENERAL PROVISIONS

14.1. Governing Law and Jurisdiction

14.1.1. This Agreement shall be governed by, construed and interpreted in

accordance with the Applicable Laws of the Republic of Namibia.

14.1.2. Each of the Parties hereto irrevocably agrees that the High Court of
Namibia shall have jurisdiction to hear and determine any suit, action or
proceeding, and to settle any disputes which may arise out of or in
connection with this Agreement and for such purposes, irrevocably submits
to the non-exclusive jurisdiction of such court.

14.1.3. Each of the Parties agrees and accepts that a judgment of the High Court of
Namibia shall be enforceable in any country.

14.2. Whole Agreement

14.2.1. This Agreement constitutes the sole record of the bona fide understanding
among the Parties in relation to the subject matter hereof. No Party shall be
bound by any express, tacit or implied term, representation, warranty,
promise or the like not recorded herein. This Agreement accordingly
supersedes and replaces all prior commitments, representations or
undertakings, whether oral or written, among the Parties in respect of the
subject matter hereof.

14.2.2. No addition to, variation, novation or agreed cancellation of, any provision
of this Agreement shall be binding upon the Parties unless reduced to
writing and signed by or on behalf of all Parties.

14.3. No Waiver

No indulgence or extension of time, which any Party ("Grantor") may grant to the
other, nor any election or failure by the Grantor to enforce, whether completely or
partially, or delay the enforcement of, any of its existing or future rights, shall
Page 17 of 24
 constitute a waiver of, or, whether by estoppel or otherwise, limit any of, the existing
or future rights of the Grantor in terms hereof, save in the event and to the extent that
the Grantor has signed a written document expressly waiving or limiting that right.

14.4. Severability

Each provision in this Agreement is severable from all others, notwithstanding the
manner in which they may be linked together or grouped grammatically, and if in
terms of any judgment or order, any provision, phrase, sentence, paragraph or clause
is found to be defective or unenforceable for any reason, the remaining provisions,
phrases, sentences, paragraphs and clauses shall nevertheless continue to be of full
force. In particular, and without limiting the generality of the foregoing, the Parties
hereby acknowledge their intention to continue to be bound by this Agreement
notwithstanding that any provision may be found to be unenforceable or void or
voidable, in which event the provision concerned shall be severed from the other
provisions, each of which shall continue to be of full force.

14.5. Successors and Assigns

This Agreement shall inure for the benefit of and be binding upon the successors and
permitted assigns of the Parties.

14.6. Cession, Delegation and Assignment

Save as otherwise expressly provided for in this Agreement, no Party shall be entitled
to cede, delegate or otherwise assign or transfer any of its rights, obligations and/or
interest in, under or in terms of this Agreement to any third party without the prior
written consent of the other Parties.

14.7. Third-Party Rights

Unless expressly provided to the contrary elsewhere in this Agreement, no provision

of this Agreement constitutes a stipulation for the benefit of any person (stipulatio
alteri) who is not a party to this Agreement. No consent of any third party is required
for any amendment (including any release or compromise of any liability) or
termination of this Agreement.

Page 18 of 24
14.8. Independent Advice

Each Party acknowledges that it has been free to secure independent legal and other
advice as to the nature and effect of this Agreement and that it has either taken such
independent legal and other advice or dispensed with the necessity of doing so.
Further, each Party acknowledges that all the provisions of this Agreement and the
restrictions herein contained have been negotiated as between the Parties and are
part of the overall intention of the Parties in connection with this Agreement.

14.9. No Representations

A Party may not rely on any express or implied term, representation, warranty,
promise of the like which allegedly induced that Party to enter into this Agreement,
unless such express or implied term, representation, warranty, promise of the like is
recorded in this Agreement.

14.10. Confidentiality

14.10.1. Each Party shall treat as strictly confidential all information received or
obtained as a result of entering into or performing this Agreement which
relates to:

14.10.1.1. the provisions of this Agreement;

14.10.1.2. the negotiations relating to this Agreement;

14.10.1.3. the subject matter of this Agreement; or

14.10.1.4 the other Parties.

14.10.2. Any Party may disclose information which would otherwise be confidential
if and to the extent:

14.10.2.1. required by Law provided that any such information disclosed

shall be disclosed upon prior written notice to the other Parties;

14.10.2.2. required by any securities exchange or regulatory or

governmental body to which any Party is subject, wherever
situated, whether or not the requirement for information has the

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 force of Law, provided that any such information disclosed
shall be disclosed upon prior written notice to the other Parties;

14.10.2.3. required to vest the full benefit of this Agreement in any Party;

14.10.2.4. required to be disclosed to the professional advisers, auditors

and bankers of any Party;

14.10.2.5. the information has come into the public domain through no
fault of that Party; and

14.10.2.6. the affected Party (or Parties) has given prior written approval
to the disclosure, such approval not to be unreasonably withheld
or delayed.

14.11. Dispute Resolution

14.11.1. Any dispute arising from or in relation to this Agreement shall be firstly
resolved by the Parties through friendly consultations.

14.11.2. If the dispute has not been resolved by friendly consultations within 60
(sixty) days after one Party has served written notice on the other Parties
requesting the commencement of such consultations, then the Parties shall
be obliged to refer such dispute to an independent legal practitioner of not
less than 10 (ten) years’ experience, requesting him/her to assist in settling
the dispute. The costs involved in referring the dispute to a legal
practitioner shall be borne in equal proportion by all Parties

14.11.3 Should the Parties be unable, within 30 (thirty) days after the referral in
terms of clause 14.11.2. above, to resolve the dispute, the dispute shall be
referred to arbitration.

14.11.4. A referral to arbitration under clause 14.11.3. will not preclude any Party
from obtaining interim relief on an urgent basis from a court of competent
jurisdiction pending the decision of the arbitrator.

14.11.5. Should any dispute be referred to arbitration under clause 14.11.3., the
arbitration will be held:

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 14.11.5.1. in Windhoek;

14.11.5.2. with only the Parties and the legal and other representatives of
the Parties to the dispute being present;

14.11.5.3. in accordance with the formalities and procedures settled by the

arbitrator and may be held in an informal and summary manner,
on the basis that it will not be necessary to observe or carry out
the usual formalities or procedures, pleadings and discovery or
the strict rules of evidence, it being the intention that the
arbitration will be held and completed as soon as possible.

14.11.6. The arbitrator will be acceptable to all Parties to the dispute and, if the
matter in dispute is principally:

14.11.6.1. A legal matter, a practising Legal Practitioner of at least 10

(ten) years’ standing;

14.11.6.2. An accounting matter, a Chartered Accountant of at least 10

(ten) years’ standing;

14.11.6.3. Any other matter, any independent person.

14.11.7. Should the Parties to the dispute fail to agree whether the dispute is
principally a legal, accounting or other matter within 7 (SEVEN) days after
the arbitration was demanded, the matter will be deemed to be a legal
matter.

14.11.8. Should the Parties to the dispute fail to agree on the appointment of the
arbitrator, the then President of the Law Society of Namibia, or his
nominee, will be appointed as the arbitrator.

14.11.9. The decision of the arbitrator will be final and binding on the Parties to the
dispute and may be made an order of any court to whose jurisdiction the
Parties are subject at the instance of any of the Parties to the dispute.

14.11.10. The arbitrator will be entitled to make such award, including an award for
specific performance, an interdict, damages or a penalty or otherwise as he

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 in his sole discretion may deem fit and appropriate and to deal as he deems
fit with the question of costs, including if applicable, costs on the attorney
and client scale, and his own fees.

14.11.11. The provisions of this clause:

14.11.11.1. constitute an irrevocable consent by the Parties to any

proceedings in terms hereof and no Party will be entitled to
withdraw therefrom or claim at any such proceedings that it is
not bound by such provisions;

14.11.11.2. are severable from the rest of this Agreement and will remain in
effect despite the termination of or invalidity for any reason of
this Agreement.

14.12. Costs

Each Party shall bear and pay its own costs in relation to the negotiation, drafting,
finalisation and implementation of this Agreement.

14.13. Counterparts

The signature by any Party of a counterpart of this Agreement shall be as effective as

if that Party had signed the same document as the other Parties.

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SIGNED AT ………………………… ON THIS …… DAY OF ………………………
20… IN THE PRESENCE OF THE UNDERSIGNED WITNESSES:

As Witnesses:

…………………………… …………………………………
Signature of Witness Founder 1, or their duly authorised
representative
……………………………
Signature of Witness

SIGNED AT ………………………… ON THIS …… DAY OF ………………………

20… IN THE PRESENCE OF THE UNDERSIGNED WITNESSES:

As Witnesses:

…………………………… …………………………………
Signature of Witness Founder 2, or their duly authorised
representative

……………………………
Signature of Witness

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Annexure A: Vesting Schedule

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