RTSA Contract Termination agreement and RCM (Pty) Ltd Shareholder agreement on the way forward.

1. ara
HAND-TO-HAND COURIeRS'"
AGREEMENT
between
RAM TRANSPORT (SOUTH AFRICA) (PROPRIETARY) LlMn"ED
and
MIKESHRAGA

2. Y:RAM GroupRCMTermin.tion2011-06-13 P age Ii
Agreement - Sig.docx
15 June 2011 fJ
TABLE OF CONTENTS
1 INTERPRETATION ...............................................................................................................................................1
1.1 DEFINITIONS ..........................................................................................................................................................1
1.2 GENERAL INTERPRETATION .......................................................................................................................................3
1.3 HEADINGS AND SUB-HEADINGS .................................................................................................................................4
2 INTRODUCTION..................................................................................................................................................4
3 TERMINATION OF CONSULTANT AGREEMENT ...................................................................................................4
4 HANDOVER ........................................................................................................................................................4
5 RAM CARD MANAGER .......................................................................................................................................5
5.1 SHARES & SOFTWARE ..............................................................................................................................................5
5.2 RCM CONTINUITY ..................................................................................................................................................5
5.3 CHANGE AND USE OF TRADEMARK AND I OR NAME .................................................................................................... 5
6 CONFIDENTIALITY ..............................................................................................................................................6
7 DOMICILIUM AND NOTICES ...............................................................................................................................6
8 GENERAL ............................................................................................................................................................7
8.1 SOLE CONTRACT .....................................................................................................................................................7
8.2 AMENDMENTS .......................................................................................................................................................8
8.3 GOVERNING LAW....................................................................................................................................................8
8.4 WAIVER ................................................................................................................................................................8
9 COSTS ................................................................................................................................................................8

3. Y:RAM GroupIRCMlTenninationI2011-06-13
Agreement - Sig,docx
15 June 2011
D
AGREEMENT
between
RAM TRANSPORT (SOUTH AFRICA) (PROPRIETARY) LIMITED
and
MIKESHRAGA
1 INTERPRETATION
1.1 Definitions
For the purposes of this Agreement, unless the context requires otherwise­
1.1.1 "Agreement"
1.1.2 "Associate"
1.1.3 "CCMA"
1.1.4 "CNDA"
1.1.5 "Consultant
Agreement"
1.1.6 "Corporate
Opportunity"
1.1.7 "Encumbrance"
this agreement together with any schedule or annexure as
amended from time to time;
any company, corporation or firm controlled in any manner by
the shareholders of RTSA;
the Commission for Conciliation, Mediation and Arbitration;
the Confidentiality and Non-Disclosure Agreement between
RTSA, Kuepper and Shraga dated 28 July 2005, a copy of which is
attached as Annexure 1;
the partially written, partially oral Consultant Agreement
between RTSA and Shraga, as amended from time to time, in
terms of which Shraga was appointed as a Consultant by RTSA
to­
(i) to manage the RAM Card Division of RTSA;
(ii) to manage RCM;
(iii) provide certain Information Technology Consultancy
services to RTSA;
any transaction, scheme, operation, arrangement, agreement,
contract, venture or undertaking which utilises the RCM-IP
including any transaction in the finanCial, commerCial, industrial
or mineral sector which has as one of its aims the pursuit of gain;
any pledge, charge, hypothecation, lien, subordination,
mortgage, right of retention or any other encumbrance
whatsoever or, in the case of shares, any form of hedging of or
over those shares, or any lending of shares, and "Encumber",
"Encumbered" and "Encumbering" shall have corresponding
meanings;
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Page 12
1.1.8
1.1.9
1.1.10
1.1.11
1.1.12
1.1.13
1.1.14
1.1.15
1.1.16
1.1.17
1.1.18
1.1.19
1.1.20
1.1.21
"Kuepper"
"Labour Court"
"LRA"
"NBC"
"Parties"
"RAM Group"
"RCM"
"Relevant Authority"
"RTSA"
"Sale of Software
Agreement"
"Sell"
"Shraga"
"Signature Date"
"South Africa"
Kuepper International (Proprietary) limited, Registration
Number 1998/004779/07 a private limited liability company
incorporated in accordance with the laws of South Africa;
any Labour Court within South Africa which may have jurisdiction
in terms of the LRA;
the Labour Relations Act, 1995;
The National Bargaining Council for the Road Freight and
Logistics Industry;
RTSA and Shraga;
RTSA and each of the Subsidiary and/or Associate companies of
RTSA and its holding company from time to time;
RAM Card Manager (Proprietary) Limited, Registration Number
2000/020621/07, a private limited liability Company
incorporated in accordance with the laws of South Africa
(previously RAM Haulage (Proprietary) Limited);
any government or governmental, administrative, fiscal or
judicial authority, body, court, department, commisSion, bureau,
tribunal, arbitrator, registry or any state-owned or controlled
authority or instrumentality of any of them which principally
performs governmental functions which have force of law and
which it would be an offence (or evoke an administrative
penalty) not to obey;
RAM Transport (South Africa) (Proprietary) limited, Registration
Number 1997/009992/07 a private limited liability Company
incorporated in accordance with the laws of South Africa;
The Sale of Software Agreement dated 2 May 2007 in terms
Kuepper sold, ceded, assigned and transferred to RCM all its
right, title and interest in and to the RCM-IP and the Rights with
effect from 1 April 2007;
sell, transfer, make over, donate, exchange, dispose of,
unbundle, distribute or otherwise alienate or, in the case of
shares or other equity instruments, enter into any option,
derivative or other transaction, the effect of which is, will or may
be to result in any of the aforegoing, and "Sold" shall have a
corresponding meaning;
Mike Shraga, Identity Number 5707195218008;
the date of signature of this Agreement by the last signing of its
signatories;
the Republic of South Africa;
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5. fJ
Page 13
1.1.22 "Termination Date" Notwithstanding the Signature Date, Thursday, 30 June 2011.
1.2 General Interpretation
In addition to the definitions in clause 1.1, unless the context requires otherwise­
1.2.1 the singular shall include the plural and vice versa;
1.2.2 a reference to anyone gender, whether masculine, feminine or neuter, includes the other
two;
1.2.3 any reference to a person, includes, without being limited to, any individual, body corporate,
unincorporated association or other entity recognised under any law as having separate legal
existence or personality;
1.2.4 any word or expression defined in and for the purposes of this Agreement shall if expressed
in the singular include the plural and vice versa and a cognate word or expression shall have a
corresponding meaning;
1.2.5 words and expressions defined in the Companies Act which are not defined in this
Agreement, shall bear the same meanings in this Agreement as those ascribed to them in the
Companies Act;
1.2.6 references to a statute or a statutory provision include any subordinate legislation made
from time to time under that statute or provision and references to a statute or to a
statutory provision include that statute or provision as from time to time modified, re­
enacted or replaced as far as such modification, re-enactment or replacement applies, or is
capable of applying, to this Agreement or any transaction entered into in accordance with
this Agreement;
1.2.7 references in this Agreement to "clauses", "sub-clauses", "Schedules" and "Annexures" are to
clauses and sub-clauses of, schedules and annexures to, this Agreement;
1.2.8 unless otherwise provided, any number of days prescribed shall be determined by excluding
the first and including the last day or, where the last day falls on a day that is not a Business
Day, the next succeeding Business Day;
1.2.9 any reference in this Agreement to this Agreement or any other Agreement, document or
instrument shall be construed as a reference to this Agreement or that other Agreement,
document or instrument as amended, varied, novated or substituted from time to time;
1.2.10 the use of the words "include", "includes", "including" or "inter alia" followed by specific
example/s in this Agreement shall not be construed as limiting the meaning of the general
wording preceding it and the eiusdem generis rule shall not be applied in the interpretation
of such general wording or such specific example/s;
1.2.11 any word or expression defined in any clause shall, unless the application of the word or
expression is specifically limited to the clause in question, bear the meaning ascribed to the
word or expression throughout this Agreement; and
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6. a Page 14
1.2.12 no rule of construction shall be applied to the disadvantage of a Party to this Agreement
because that Party was responsible for or participated in the preparation of this Agreement
or any part of it.
1.3 Headings and Sub-headings
All the headings and sub-headings in this Agreement are for convenience only and are not to be
taken into account for the purposes of interpreting it.
2 INTRODUCTION
2.1 It is recorded and agreed that Shraga was appointed as a Consultant by­
2.1.1 RTSA to­
2.1.1.1 rnanage the RAM Card Division of RTSA;
2.1.1.2 provide certain Information Technology Consultancy services to RTSA;
2.1.2 RCM to manage RCM;
2.2 The relationship between the Parties has broken down and on 6 June 2011, Shraga tendered his
resignation.
2.3 The Parties have now agreed to terminate their relationship on the terms and conditions
contained in this Agreement.
3 TERMINATION OF CONSULTANT AGREEMENT
3.1 The Parties agree that the Consultant Agreement shall be terminated with effect from the
Termination Date. Accordingly all Consultant Services to the RAM Group, including services to
RTSA and/or RCM, shall terminate on the Termination Date.
3.2 Subject to the provisions of this agreement, RTSA agrees to pay to Shraga his final invoice No 91
dated 2011/06/01 in an amount of R60,OOO (Sixty Thousand Rand) (tlFinal Payment").
3.3 The Final Payment shall be ­
3.3.1 paid within 7 (Seven) days of the Signature Date;
3.3.2 in full and final settlement of all claims of whatsoever nature and howsoever arising which
Shraga may have against the RAM Group, RTSA and/or RCM for any Consultant Fee, Service
Fee, Bonus, Notice Payor any other remuneration which may have or may become payable
to Shraga in terms of the Consultant Agreement.
4 HANDOVER
4.1 Shraga undertakes to render all reasonable assistance to RTSA to enable RTSA to become
effectively acquainted with the projects which were assigned to Shraga in terms of his
Consultant Agreement.

7. a Page 15
4.2 In this regard, Shraga undertakes to use his best endeavours to procure that the hand-over of
the projects is conducted efficiently and with as little disruption as possible.
5 RAM CARD MANAGER
5.1 Shares & Software
5.1.1 Shraga owns 50% of the entire issued share capital in RCM.
5.1.2 RTSA owns 50% of the entire issued share capital in RCM.
5.2 RCM Continuity
5.2.1 RCM owns and shall continue to own the RCM-IP as defined in the Sale of Software
Agreement.
5.2.2 Shraga will use his best endeavour to­
5.2.2.1 secure Corporate Opportunities for RCM on an ad hoc basis;
5.2.2.2 procure a purchaser for and/or licensee of the RCM-IP.
5.2.3 Notwithstanding anything to the contrary herein contained, unless otherwise agreed in
writing and signed by RTSA and Shraga (collectively "the RCM Shareholders") ­
5.2.3.1 RTSA shall not be required or obliged to finance anyon-going business operations of RCM;
5.2.3.2 neither RCM nor RTSA shall be obliged to pay Shraga any salary, directors fees, consultant
fee or other consideration or remuneration with effect from the Termination Date;
5.2.3.3 any decision to sell, encumber, license and/or otherwise deal with the shares in RCM or
the RCM-IP shall require unanimous consent of the RCM Shareholders.
5.2.4 Notwithstanding anything to the contrary herein contained, unless otherwise agreed in
writing and signed the RCM Shareholders, the Corporate Opportunities to be pursued by
Shraga on behalf of RCM shall be limited to Corporate Opportunities directly related to the
RCM-IP, without reference to RTSA or the RAM Group's business or assets.
5.3 Change And Use Of Trademark And I Or Name
5.3.1 Shraga undertakes and warrants that in order to protect the proprietary interest of RTSA and
the RAM Group in the RAM name­
5.3.1.1 he acknowledges that the names "RAM" and "Hand-to-Hand" are registered trade marks
in favour of RTSA;
5.3.1.2 Shraga will not at any time, whether before or after the Signature Date in any jurisdiction ­
5.3.1.2.1 trade in any business whatsoever under the names "RAM", "RAM Hand-to-Hand
Couriers™" "RAM Card Manager" or any name/s which is/are similar to or competitive
therewith.

8. a Page 16
5.3.1.2.2 directly or indirectly use any of the name "RAM Card" or any name/s or marks which
is/are similar to the name and marks.
5.3.2 RTSA shall be entitled at any time after the Signature Date, to register a defensive/s name in
respect of the name "RAM Card" and Shraga undertakes to do all such things and sign all
such documents as may be necessary in order to procure such registration.
5.3.3 The Parties undertake, within 30 (THIRTY) days after the Termination Date, to do all such
things and sign all such documents as may be necessary in order to change RCM's name to a
name which does not include the names "RAM", "RAM Card" or any similar name.
6 CONFIDENTIALITY
6.1 It is recorded and agreed that the Parties entered into the CNDA on 28 July 2005, a copy of
which is attached as Annexure 1.
6.2 Notwithstanding anything to the contrary herein contained or the termination of the Consultant
Agreement, the Parties acknowledge and agree that the provisions of the CNDA shall remain of
full force and effect.
7 DOMICILIUM AND NOTICES
7.1 The Parties choose domicilium citandi et executandi ("domiciliumtl) for all purposes relating to
this Agreement, including the giving of any notice, the payment of any sum, the serving of any
process, as follows­
7.1.1 RTSA
Physical 16 Wrench Road, !sando, 1600
Postal Address POBox 506, !sando, 1600
Telephone 011977 5000
Telefax 0113925885
EMail alan.dacosta@ram.co.za
Marked for the Attention of Alan Da Costa
7.1.2 MS
Physical 28 Vaal Street, Brackendowns, Alberton
Postal 28 Vaal Street, Brackendowns, Alberton
Telephone 0118682676
Telefax 0118682676
EMail mike@winfreight.co.za
Marked for the Attention of Mike Shraga
7.2 Either Party shall be entitled from time to time, by giving written notice to the other Party, to
vary its­
7.2.1 physical domicilium to any other physical address (not being a post office box or poste
restante);

9. a Page 17
7.2.2 to vary its postal domicilium to any other postal address; and
7.2.3 to vary its telefax domicilium to any other telefax number;
7.2.4 to vary its email domicilium to any other email address.
7.3 Any notice given or payment made by either Party to the other ("addressee") which is­
7.3.1 delivered by hand between the hours of 09:00 and 17:00 on any business day to the
addressee's physical domicilium for the time being shall be deemed to have been received by
the addressee at the time of delivery;
7.3.2 posted by prepaid registered post to the addressee's postal domicilium for the time being
shall be deemed (unless the contrary is proved by the addressee) to have been received by
the addressee on the fourteenth day after the date of posting.
7.4 Any notice given by either Party to the other which is­
7.4.1 successfully transmitted by telefax to the addressee's telefax domicilium for the time being
shall be deemed (unless the contrary is proved by the addressee) to have been received by
the addressee on the business day immediately succeeding the date of successful
transmission thereof;
7.4.2 successfully transmitted electronically, to the addressee's email for the time being shall be
deemed (unless the contrary is proved by the addressee) to have been received on the first
business day following the successful transmission thereof as evidenced by the electronic
confirmation of receipt.
7.5 This Clause 7 shall not operate so as to invalidate the giving or receipt of any written notice
which is actually received by the addressee other than by a method referred to in this Clause 7.
7.6 Any notice in terms of or in connection with this Agreement shall be valid and effective only if in
writing and if received or deemed to be received by the addressee.
8 GENERAL
8.1 Sole Contract
8.1.1 This Agreement together with the CNDA constitutes the sole record of the Agreement
between the Parties.
8.1.2 Neither Party shall be bound by any express or implied term, representation, warranty,
promise or the like not recorded herein.
8.1.3 This Agreement supersedes and replaces all prior Agreements, commitments, undertakings
or representations, whether oral or written, between the Parties in respect of the subject
matter hereof.

10. -------
a Page 18
8.2 Amendments
No addition to, variation, or consensual cancellation of this Agreement shall be of any force or
effect unless in writing and signed by or on behalf of the Parties.
8.3 Governing Law
This Agreement shall in all respects (including its eXistence, validity, interpretation,
implementation, termination and enforcement) be governed by the law of South Africa which is
applicable to Agreements executed and wholly performed within South Africa.
8.4 Waiver
8.4.1 No indulgence which either Party may grant to the other shall constitute a waiver of any of
the rights of the grantor, who shall not thereby be precluded from exerCising any rights
against the grantee which may have arisen in the past or which might arise in the future.
8.4.2 In respect of the dispute between the Parties and the termination of the consultancy, Shraga
herby freely, unconditionally and irrevocably waives and abandons in its entirety any right to
approach any Relevant Authority including the NBC, the CCMA or the Labour Court or any
other Court for any relief against RTSA emanating from the termination of the Consultant
Agreement.
9 COSTS
Each Party shall bear and pay their own costs of and incidental to the drawing, negotiation and
execution of this Agreement.
Signed at Johannesburg on 15 June 2011
Signed at Johannesburg on 15 June 2011
for RAM Transport (South Afric
(Proprietary) limifLd