1 interpretation and preliminary 1 2 sale of shares 5 3 subscription for shares 6 4 non - disclosure 6 5 warranties 7 6 arbitration 7 7 non - agency 9 8 non - cession 9 9 co - operation 9 10 domicilium citandi et executandi 9 11 non - waiver 11 12 applicable law and jurisdiction 12 13 independent advice 12 14 severability 12 15 value added tax 12 16 counterparts 13 17 cost 13 i. net1 ueps, bvi, mosomo and net1 concluded an agreement headed “ relationship agreement ” on 9 december 2013 in terms of which bvi acquired shareholding in net1 ueps ; ii. the relationship agreement provided for a share exchange mechanism in terms of which bvi could exchange the shares held by it in net1 ueps for shares in cps ; iii. following the constitutional court ruling on 17 april 2014 in case number cct 48 / 2013, sassa indicated that it has commenced steps towards the issuing of a new tender for the administration of social grant payments ; iv. the parties are in agreement that it would be mutually beneficial if bvi holds shares in cps, so as to bolster cps ’ s tender submission in relation to its black economic empowerment scoring ; 1 interpretation and preliminary the headings of the clauses in this agreement are for the purpose of convenience and reference only and shall not be used in the interpretation of nor modify nor amplify the terms of this agreement or any clause hereof. in this agreement, unless a contrary intention clearly appears – 1. 1 words importing – 1. 1. 1 any one gender include the other gender ; 1. 1. 2 the singular includes the plural and vice versa ; and 1. 1. 3 natural persons include created entities ( corporate or non - incorporate ) and vice versa ; 1. 2 the following terms shall have the meanings assigned to them hereunder and cognate expressions shall have corresponding meanings, namely : 1. 2. 1 “ the act ” means the companies act, no. 71 of 2008, as amended from time to time ; 1. 2. 2 “ affiliate ” means with respect to any entity, any other entity which – 1. 2. 2. 1 is a subsidiary or a holding company or a subsidiary of the holding company of such entity and in regard to which the terms " subsidiary " and " holding company " shall have the meaning assigned thereto in section 1 of the companies act 71 of