Memorandum of Understanding
Memorandum of Understanding (MOU)
Between
EquityHub (Pty) Ltd
Registration No.: 2025/702332/07
("EquityHub" or "the Company")
And
The Shareholder ("You")
In Respect of: Apex Roof Solutions
1. Purpose
This Binding Memorandum of Understanding ("Agreement") sets out the mutual commitments and obligations between EquityHub and the Shareholder regarding the purchase of shares in Apex Roof Solutions, a South African roof tile and roof sheet manufacturing company.
2. EquityHub's Obligations
EquityHub agrees to:
2.1 Facilitate the offering and allocation of shares in Apex Roof Solutions.
2.2 Provide transparent information regarding the company, share price, development milestones, project timelines, and projected shareholder returns.
2.3 Administer shareholder records and communicate operational progress throughout the development and operational phases.
2.4 Manage and oversee the development of Apex Roof Solutions with due care, professionalism, accountability, and sound corporate governance.
2.5 Distribute shareholder payouts in accordance with the Company's approved distribution policy, subject to profitability and Board approval.
3. Shareholder's Obligations
The Shareholder agrees to:
3.1 Purchase shares in Apex Roof Solutions either through a once-off payment or an approved instalment arrangement.
3.2 Complete all outstanding instalment payments by 30 November 2026. Failure to do so may result in the cancellation of unpaid shares in accordance with the Company's policies.
3.3 Offer any shares intended for resale to EquityHub first under the Company's Right of First Refusal policy.
3.4 Comply with all confidentiality, governance, compliance, and shareholder requirements issued by EquityHub.
3.5 Not misuse confidential information or intentionally interfere with the Company's business operations or shareholder relationships.
4. Project Timeline
The parties acknowledge the following anticipated timeline:
4.1 Fundraising Period — Until 30 November 2026
4.2 Construction & Manufacturing Development — 2026 – 2028
4.3 Operational Phase — 2028 – 2030
4.4 Shareholder Distribution Phase — Projected to commence from November 2030, subject to operational performance, profitability, and Board approval.
5. Default or Breach
5.1 Where a Shareholder fails to complete approved instalment payments by 30 November 2026, any unpaid shares may be cancelled in accordance with the Company's policies.
5.2 Either party that breaches this Agreement may be required to remedy the breach or be subject to legal remedies available under South African law.
6. Confidentiality
6.1 Both parties agree to keep confidential all business, financial, technical, operational, commercial, and shareholder information received under this Agreement.
6.2 Confidential information may not be disclosed to any third party without the prior written consent of EquityHub, except where disclosure is required by law.
6.3 Any breach of confidentiality may result in legal action, including claims for damages where appropriate.
6.4 These confidentiality obligations continue after termination of this Agreement.
7. Dispute Resolution
7.1 The parties shall first attempt to resolve disputes through good-faith negotiations.
7.2 If unresolved within thirty (30) days, the matter shall proceed to mediation by an independent mediator agreed upon by both parties.
7.3 If mediation is unsuccessful, the dispute shall be referred to arbitration in accordance with the rules of the Arbitration Foundation of Southern Africa (AFSA).
7.4 The arbitrator's decision shall be final and binding upon both parties.
7.5 Nothing in this clause prevents either party from seeking urgent interim relief from a court of competent jurisdiction where permitted by law.
8. Governing Law
This Agreement shall be governed by and interpreted in accordance with the laws of the Republic of South Africa. The seat of arbitration shall be Johannesburg, South Africa.
9. Entire Agreement
This Memorandum of Understanding records the binding understanding between EquityHub and the Shareholder concerning the purchase of shares in Apex Roof Solutions. A more comprehensive Shareholders' Agreement may be entered into after share allocation. Where any inconsistency exists, the Shareholders' Agreement shall prevail to the extent permitted by law.
10. Submission & Acceptance
By submitting this Memorandum of Understanding, the Shareholder confirms that they wish to purchase shares in Apex Roof Solutions.
Following submission:
• The selected number of shares and investment amount will be calculated.
• An authorised EquityHub representative will contact the Shareholder to verify the application.
• Share allocation will be completed once all applicable requirements have been satisfied.
Applicants must not submit banking details, card information, or other payment credentials through this form. Payment instructions will be provided separately by EquityHub following application verification.
SHAREHOLDERS' AGREEMENT
Between
EquityHub (Pty) Ltd
Registration Number: 2025/702332/07
("EquityHub" or "the Company")
And
The Shareholder ("You")
1. Purpose
This Shareholders' Agreement ("Agreement") governs the purchase of shares in Apex Roof Solutions, a South African manufacturer of roof tiles, roof sheets, and roofing products.
By submitting your application to purchase shares through the EquityHub platform, you confirm that you have read, understood, and agree to be legally bound by the terms and conditions contained in this Agreement.
2. Share Subscription
The Shareholder agrees to purchase shares in Apex Roof Solutions under the following terms:
• Company: Apex Roof Solutions
• Share Price: R135.00 per Share
• Minimum Investment: One (1) Share
• Payment Method: Full payment or an approved instalment plan
• Instalment Deadline: 30 November 2026
Share Certificates will be issued after the purchase price has been paid in full or in accordance with an approved payment arrangement.
3. Shareholder Rights
Subject to this Agreement and applicable South African law, every Shareholder is entitled to:
• Hold shares in Apex Roof Solutions.
• Receive shareholder communications and company updates.
• Participate in profit distributions declared by the Company.
• Receive a Share Certificate confirming ownership.
• Benefit from the long-term growth of the business.
4. Shareholder Distributions
Apex Roof Solutions is a long-term manufacturing project. The anticipated project timeline is:
• Fundraising: 2025 – 2026
• Construction & Development: 2026 – 2028
• Operational Growth: 2028 – 2030
• Projected Shareholder Distributions: From November 2030, subject to profitability, available cash flow, Board approval, and applicable law.
Any projected returns published by the Company are estimates only and do not constitute guaranteed investment returns.
5. Transfer of Shares
Should a Shareholder wish to sell or transfer Shares, the Shares must first be offered to EquityHub under the Company's Right of First Refusal policy. Any transfer remains subject to the Company's approval and applicable law.
6. Shareholder Responsibilities
Every Shareholder agrees to:
• Comply with this Agreement and all Company policies.
• Provide accurate information during the investment process.
• Maintain the confidentiality of Company information.
• Act honestly and in good faith.
• Avoid conduct that may materially damage the Company's reputation or business.
7. Confidentiality
Shareholders agree to keep confidential all non-public business, financial, commercial, operational, and strategic information relating to EquityHub and Apex Roof Solutions. This obligation remains in force for five (5) years after the Shareholder ceases to hold Shares.
8. Management
The management and day-to-day operation of Apex Roof Solutions shall remain the responsibility of the Board of Directors and authorised management. Share ownership does not grant authority to participate in operational management unless otherwise provided by law or the Company's constitutional documents.
9. Default
A Shareholder may be considered in default where they:
• Fail to meet agreed payment obligations.
• Materially breach this Agreement.
• Engage in unlawful conduct causing material harm to the Company.
Where permitted by law, the Company may suspend shareholder rights, cancel unpaid share allocations, or pursue appropriate legal remedies.
10. Instalment Purchases
Where Shares are purchased on an approved instalment plan:
• All instalments must be paid by 30 November 2026.
• Failure to complete payment may result in cancellation of unpaid share allocations in accordance with this Agreement and applicable South African law.
11. Warranties
By purchasing Shares, the Shareholder confirms that:
• They have legal capacity to enter into this Agreement.
• The information provided is true, complete, and accurate.
• Shares are acquired for investment purposes.
12. Dispute Resolution
The Parties shall first attempt to resolve disputes through negotiation. If unresolved within thirty (30) days, the dispute shall be referred to mediation. If mediation is unsuccessful, the dispute shall be finally resolved by arbitration in accordance with the rules of the Arbitration Foundation of Southern Africa (AFSA). The seat of arbitration shall be Johannesburg, South Africa, and proceedings shall be conducted in English.
13. Governing Law
This Agreement shall be governed by and interpreted in accordance with the laws of the Republic of South Africa.
14. Entire Agreement
This Agreement constitutes the entire agreement between the Parties relating to the Shareholder's investment in Apex Roof Solutions and supersedes all previous understandings relating to its subject matter.
15. Amendments
No amendment to this Agreement shall be valid unless made in writing by the Company and communicated to Shareholders in accordance with applicable law.
NON-DISCLOSURE, CONFIDENTIALITY & NON-COMPETE AGREEMENT
Between
EquityHub (Pty) Ltd
Registration Number: 2025/702332/07
Authorised Financial Services Provider (FSP No. 55889)
("EquityHub" or "the Company")
And
The Shareholder ("You")
1. Purpose
This Non-Disclosure, Confidentiality & Non-Compete Agreement ("Agreement") governs the relationship between EquityHub and the Shareholder in connection with the purchase and ownership of shares in Apex Roof Solutions.
By submitting a share application through the EquityHub platform, you acknowledge that you may receive confidential, proprietary, commercial, financial, and operational information relating to EquityHub and Apex Roof Solutions. You agree to protect such information in accordance with this Agreement.
2. Confidential Information
For purposes of this Agreement, Confidential Information includes all non-public information disclosed by the Company, whether written, verbal, electronic, visual, or in any other form, including but not limited to:
• Business strategies and operational plans
• Financial information and business forecasts
• Shareholding structures and shareholder records
• Share pricing and investment documentation
• Manufacturing processes and technical information
• Customer, supplier and contractor information
• Business contracts and commercial agreements
• Intellectual property, trade secrets and proprietary know-how
• Any information identified by the Company as confidential
Confidential Information does not include information that:
• Is publicly available through no breach of this Agreement;
• Is lawfully obtained from a third party without confidentiality restrictions; or
• Is independently developed without using the Company's Confidential Information.
3. Shareholder Obligations
The Shareholder agrees to:
• Keep all Confidential Information strictly confidential.
• Use Confidential Information only for purposes relating to their investment and shareholding.
• Not disclose Confidential Information to any third party without the Company's prior written consent.
• Take reasonable steps to protect Confidential Information against unauthorised access, disclosure, or misuse.
4. Permitted Disclosures
Confidential Information may only be disclosed:
• Where disclosure is required by law or a lawful court order, provided that the Shareholder gives the Company prompt written notice where legally permitted.
• With the Company's prior written consent.
5. Non-Compete
During the period of share ownership, the Shareholder agrees not to knowingly establish or participate in a business that directly competes with Apex Roof Solutions in a manner that unlawfully uses or benefits from the Company's Confidential Information. Nothing in this clause prevents the Shareholder from making passive investments or engaging in lawful business activities that do not breach this Agreement or applicable law.
6. Non-Solicitation
During the period of share ownership, the Shareholder agrees not to knowingly:
• Solicit the Company's investors or shareholders using Confidential Information for competing business activities;
• Induce employees, contractors, suppliers, or business partners to terminate their relationship with the Company through the misuse of Confidential Information.
7. Ownership of Confidential Information
All Confidential Information remains the exclusive property of EquityHub and Apex Roof Solutions. Nothing contained in this Agreement transfers ownership of any intellectual property, trade secrets, confidential information, trademarks, copyrights, or other proprietary rights to the Shareholder.
8. Term and Survival
This Agreement becomes effective upon acceptance by the Shareholder. The confidentiality obligations contained in this Agreement shall continue during the Shareholder's investment and for five (5) years after the Shareholder ceases to hold shares, unless a longer period is required by law.
9. Remedies
The Shareholder acknowledges that unauthorised disclosure or misuse of Confidential Information may cause serious harm to the Company. Where permitted by law, the Company may seek appropriate legal remedies, including:
• Court orders preventing further disclosure;
• Claims for damages;
• Any other remedies available under South African law.
10. Governing Law
This Agreement shall be governed by and interpreted in accordance with the laws of the Republic of South Africa.
11. Entire Agreement
This Agreement constitutes the entire understanding between the Company and the Shareholder regarding confidentiality, non-disclosure, and related obligations concerning the Shareholder's investment in Apex Roof Solutions.