SERIES SEED

This Memorandum of Incorporation and the Shareholders Agreement are based on the "Series Seed Investment" documents which are used by investors to invest in new companies in the United States of America. Obviously several things needed to change to make the documents more applicable to South Africa (and more readable) but the general principles are based on business concepts that have been tried and tested in many successful start-up companies over many years... Once you have the MOI and a Shareholders Agreement in place, you need to either sell the existing shares in the Company to the investors, or issue new shares to the investors. If you are selling existing shares then you will be "assigning" them to the investor. If the Company is going to issue new shares then the Company and the Shareholders conclude a "Subscription Agreement" which will set out how many shares are issued by the Company, the type of shares, who gets them and how much they pay for them... Well done for taking..