Equibles

10-Q

LESAKA TECHNOLOGIES INC (LSAK)

10-Q 2022-05-10 For: 2022-03-31
View Original
Added on April 11, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the transition period from To

Commission file number: 000-31203

NET 1 UEPS TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Florida 98-0171860
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
President Place, 4 Floor, Cnr. Jan Smuts Avenue and Bolton Road,
---
Rosebank, Johannesburg, 2196, South Africa
(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: 27-11-343-2000

Not Applicable
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
Title of each class Trading Symbol(s) Name of each exchange<br><br>on which registered
--- --- ---
Common stock, par value $0.001 per share UEPS NASDAQ Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES ☒ NO ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

YES ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act (check one):

☐ Large accelerated filer ☒ Accelerated filer
☐ Non-accelerated filer ☒ Smaller reporting company
☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒

As of May 4, 2022 (the latest practicable date), 59,178,548 shares of the registrant’s common stock, par value $0.001 per share, net of treasury shares, were outstanding.

Form 10-Q<br><br>NET 1 UEPS TECHNOLOGIES, INC.<br><br>Table of Contents
Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Unaudited Condensed Consolidated Balance Sheets as of March 31, 2022 and June 30, 2021 2
Unaudited Condensed Consolidated Statements of Operations for the three and nine months ended March 31, 2022 and 2021 3
Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income for the three and nine months ended March 31, 2022 and 2021 4
Unaudited Condensed Consolidated Statement of Changes in Equity for the three and nine months ended March 31, 2022 and 2021 5
Unaudited Condensed Consolidated Statements of Cash Flows for the three and nine months ended March 31, 2022 and 2021 7
Notes to Unaudited Condensed Consolidated Financial Statements 8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 41
Item 3. Quantitative and Qualitative Disclosures About Market Risk 62
Item 4. Controls and Procedures 63
Part II. OTHER INFORMATION
Item 1A. Risk Factors 64
Item 6. Exhibits 66
Signatures 67
EXHIBIT 10.49
EXHIBIT 10.50
EXHIBIT 10.51
EXHIBIT 10.52
EXHIBIT 10.53
EXHIBIT 10.54
EXHIBIT 10.55
EXHIBIT 10.56
EXHIBIT 10.57
EXHIBIT 10.58

1

Part I. Financial information

Item 1. Financial Statements

NET 1 UEPS TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Balance Sheets

March 31, June 30,
2022 2021^(A)^
(In thousands, except share data)
ASSETS
CURRENT ASSETS
$ 183,712 $ 198,572
56,336 25,193
24,435 26,583
22,196 21,142
22,104 22,361
308,783 293,851
Settlement assets 364 466
Total current assets 309,147 294,317
PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of - March: 37,708 June: 38,535 5,851 7,492
OPERATING LEASE RIGHT-OF-USE (Note 16) 3,375 4,519
EQUITY-ACCOUNTED INVESTMENTS (Note 5) 7,275 10,004
GOODWILL (Note 6) 28,661 29,153
INTANGIBLE ASSETS, NET (Note 6) 298 357
DEFERRED INCOME TAXES 1,066 622
OTHER LONG-TERM ASSETS, including reinsurance assets (Note 5 and 7) 77,992 81,866
TOTAL ASSETS 433,665 428,330
LIABILITIES
CURRENT LIABILITIES
45,678 14,245
5,102 7,113
27,187 27,588
2,232 2,822
695 256
80,894 52,024
Settlement obligations 364 466
Total current liabilities 81,258 52,490
DEFERRED INCOME TAXES 10,408 10,415
OPERATING LEASE LIABILITY - LONG TERM (Note 16) 1,345 1,890
OTHER LONG-TERM LIABILITIES, including insurance policy liabilities (Note 7) 2,695 2,576
TOTAL LIABILITIES 95,706 67,371
REDEEMABLE COMMON STOCK 84,979 84,979
EQUITY
COMMON STOCK (Note 10)
80 80
PREFERRED STOCK
- -
ADDITIONAL PAID-IN-CAPITAL 304,430 301,959
TREASURY SHARES, AT COST: March: 24,891,292 June: 24,891,292 (286,951) (286,951)
ACCUMULATED OTHER COMPREHENSIVE LOSS (Note 11) (142,465) (145,721)
RETAINED EARNINGS 377,886 406,613
TOTAL NET1 EQUITY 252,980 275,980
NON-CONTROLLING INTEREST - -
TOTAL EQUITY 252,980 275,980
TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND SHAREHOLDERS’ EQUITY $ 433,665 $ 428,330

All values are in US Dollars.

2

NET 1 UEPS TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Statements of Operations

Three months ended Nine months ended
March 31, March 31,
2022 2021 2022 2021
(In thousands, except per share data) (In thousands, except per share data)
REVENUE (Note 15) $ 35,202 $ 28,828 $ 100,820 $ 96,269
EXPENSE
Cost of goods sold, IT processing, servicing and support 23,008 23,096 67,795 73,895
Selling, general and administration 15,184 18,892 53,372 59,517
Depreciation and amortization 463 1,132 2,084 3,129
Reorganization costs (Note 1) 5,852 - 5,852 -
Transaction costs related to Connect Group acquisition 116 - 1,790 -
OPERATING LOSS (9,421) (14,292) (30,073) (40,272)
CHANGE IN FAIR VALUE OF EQUITY SECURITIES (Note 4 and 5) - 10,814 - 25,942
GAIN RELATED TO FAIR VALUE ADJUSTMENT TO CURRENCY OPTIONS (Note 4) 6,120 - 3,691 -
LOSS ON DISPOSAL OF EQUITY-ACCOUNTED INVESTMENT (Note 5) 346 - 346 13
GAIN ON DISPOSAL OF EQUITY SECURITIES (Note 5) 720 - 720 -
LOSS ON DISPOSAL OF EQUITY-ACCOUNTED INVESTMENT - BANK FRICK (Note 5) - 472 - 472
INTEREST INCOME 761 606 1,463 1,934
INTEREST EXPENSE 691 744 2,272 2,168
LOSS BEFORE INCOME TAX EXPENSE (2,857) (4,088) (26,817) (15,049)
INCOME TAX EXPENSE (Note 18) 470 2,171 754 4,549
NET LOSS BEFORE EARNINGS (LOSS) FROM EQUITY-ACCOUNTED INVESTMENTS (3,327) (6,259) (27,571) (19,598)
EARNINGS (LOSS) FROM EQUITY-ACCOUNTED INVESTMENTS (Note 5) - 55 (1,156) (20,098)
NET LOSS ATTRIBUTABLE TO NET1 $ (3,327) $ (6,204) $ (28,727) $ (39,696)
Net loss per share, in United States dollars (Note 13):
Basic loss attributable to Net1 shareholders $ (0.06) $ (0.11) $ (0.50) $ (0.70)
Diluted loss attributable to Net1 shareholders $ (0.06) $ (0.11) $ (0.50) $ (0.70)
See Notes to Unaudited Condensed Consolidated Financial Statements

3

NET 1 UEPS TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income

Three months ended Nine months ended
March 31, March 31,
2022 2021 2022 2021
(In thousands) (In thousands)
Net loss $ (3,327) $ (6,204) $ (28,727) $ (39,696)
Other comprehensive income (loss), net of taxes
Movement in foreign currency translation reserve 14,831 (2,470) 3,317 23,675
Release of foreign currency translation reserve related to disposal of Finbond equity securities (Note 11) 583 - 583 -
Movement in foreign currency translation reserve related to equity-accounted investments - - (644) 1,688
Release of foreign currency translation reserve related to disposal of Bank Frick (Note 11) - (2,462) - (2,462)
Total other comprehensive (loss) income, net of taxes 15,414 (4,932) 3,256 22,901
Comprehensive income (loss) 12,087 (11,136) (25,471) (16,795)
Comprehensive income (loss) attributable to Net1 $ 12,087 $ (11,136) $ (25,471) $ (16,795)
See Notes to Unaudited Condensed Consolidated Financial Statements

4

NET 1 UEPS TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Statements of Changes in Equity

Net 1 UEPS Technologies, Inc. Shareholders
Number of Shares Amount Number of Treasury Shares Treasury Shares Number of shares, net of treasury Additional Paid-In Capital Retained Earnings Accumulated other comprehensive loss Total Net1 Equity Non-controlling Interest Total Redeemable common stock
For the three months ended March 31, 2021 (dollar amounts in thousands)
Balance – January 1, 2021 81,505,851 $ 80 (24,891,292) $ (286,951) 56,614,559 $ 302,196 $ 411,178 $ (141,242) $ 285,261 $ - $ 285,261 $ 84,979
Exercise of stock options 11,501 - 11,501 35 35 35
Stock-based compensation charge (Note 12) - 245 245 245
Reversal of stock-based compensation charge (Note 12) - - - - -
Net loss - (6,204) (6,204) - (6,204)
Other comprehensive loss (Note 11) (4,932) (4,932) - (4,932)
Balance – March 31, 2021 81,517,352 $ 80 (24,891,292) $ (286,951) 56,626,060 $ 302,476 $ 404,974 $ (146,174) $ 274,405 $ - $ 274,405 $ 84,979
For the nine months ended March 31, 2021 (dollar amounts in thousands)
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Balance – July 1, 2020 82,010,217 $ 80 (24,891,292) $ (286,951) 57,118,925 $ 301,489 $ 444,670 $ (169,075) $ 290,213 $ - $ 290,213 $ 84,979
Exercise of stock options 17,335 - 17,335 53 53 53
Stock-based compensation charge (Note 12) 1,173 1,173 1,173
Reversal of stock-based compensation charge (Note 12) (510,200) (510,200) (297) (297) (297)
Stock-based compensation charge related to equity-accounted investment (40) (40) (40)
Proceeds from disgorgement of shareholders' short-swing profits 98 98 98
Net loss (39,696) (39,696) - (39,696)
Other comprehensive income (Note 11) 22,901 22,901 - 22,901
Balance – March 31, 2021 81,517,352 $ 80 (24,891,292) $ (286,951) 56,626,060 $ 302,476 $ 404,974 $ (146,174) $ 274,405 $ - $ 274,405 $ 84,979
See Notes to Unaudited Condensed Consolidated Financial Statements

5

NET 1 UEPS TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Statements of Changes in Equity

Net 1 UEPS Technologies, Inc. Shareholders
Number of Shares Amount Number of Treasury Shares Treasury Shares Number of shares, net of treasury Additional Paid-In Capital Retained Earnings Accumulated other comprehensive loss Total Net1 Equity Non-controlling Interest Total Redeemable common stock
For the three months ended March 31, 2022 (dollar amounts in thousands)
Balance – January 1, 2022 82,548,464 $ 80 (24,891,292) $ (286,951) 57,657,172 $ 303,804 $ 381,213 $ (157,879) $ 240,267 $ - $ 240,267 $ 84,979
Restricted stock granted (Note 12) 257,222 257,222 - -
Exercise of stock option (Note 12) 6,668 - 6,668 21 21 21
Stock-based compensation charge (Note 12) 619 619 619
Reversal of stock-based compensation charge (Note 12) - - (5) (5) (5)
Stock-based compensation charge related to equity-accounted investment (Note 5) (9) (9) (9)
Net loss (3,327) (3,327) - (3,327)
Other comprehensive income (Note 11) 15,414 15,414 - 15,414
Balance – March 31, 2022 82,812,354 $ 80 (24,891,292) $ (286,951) 57,921,062 $ 304,430 $ 377,886 $ (142,465) $ 252,980 $ - $ 252,980 $ 84,979
For the nine months ended March 31, 2022 (dollar amounts in thousands)
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Balance – July 1, 2022 81,607,912 $ 80 (24,891,292) $ (286,951) 56,716,620 $ 301,959 $ 406,613 $ (145,721) $ 275,980 $ - $ 275,980 $ 84,979
Restricted stock granted 984,921 984,921 - - -
Exercise of stock option (Note 12) 249,521 - 249,521 760 760 760
Stock-based compensation charge (Note 12) 1,751 1,751 1,751
Reversal of stock-based compensation charge (Note 12) (30,000) (30,000) (40) (40) (40)
Stock-based compensation charge related to equity accounted investment (Note 5) - - -
Net loss (28,727) (28,727) - (28,727)
Other comprehensive income (Note 11) 3,256 3,256 - 3,256
Balance – March 31, 2022 82,812,354 $ 80 (24,891,292) $ (286,951) 57,921,062 $ 304,430 $ 377,886 $ (142,465) $ 252,980 $ - $ 252,980 $ 84,979
See Notes to Unaudited Condensed Consolidated Financial Statements

6

NET 1 UEPS TECHNOLOGIES, INC.

Unaudited Condensed Consolidated Statements of Cash Flows

Three months ended Nine months ended
March 31, March 31,
2022 2021 2022 2021
(In thousands) (In thousands)
Cash flows from operating activities
Net loss $ (3,327) $ (6,204) $ (28,727) $ (39,696)
Depreciation and amortization 463 1,132 2,084 3,129
Impairment loss (27) - 198 -
Movement in allowance for doubtful accounts receivable 91 299 1,217 913
Interest payable (97) (25) (199) (46)
(Gain) Loss related to fair value adjustment to currency options (Note 4) (2,391) 38
Fair value adjustment related to financial liabilities (152) (475) (476) 1,201
Gain on disposal of equity securities (Note 5) (720) (720)
Loss on disposal of equity-accounted investments (Note 5) 346 - 346 13
Loss on disposal of equity-accounted investment - Bank Frick - 472 - 472
(Earnings) Loss from equity-accounted investments - (55) 1,156 20,098
Movement in allowance for doubtful loans to equity-accounted investments - - - 739
Change in fair value of equity securities (Note 4 and 5) - (10,814) - (25,942)
(Profit) Loss on disposal of property, plant and equipment (1,077) (142) (2,598) 600
Stock-based compensation charge (Note 12) 614 245 1,711 876
Dividends received from equity accounted investments - - 137 125
(Increase) Decrease in accounts receivable and finance loans receivable (687) 5,786 (2,966) 4,230
(Increase) Decrease in inventory (181) 428 (27) 2,642
(Decrease) Increase in accounts payable and other payables (1,913) (894) (1,668) (4,393)
Increase (Decrease) in taxes payable 395 (160) 444 (15,498)
(Decrease) Increase in deferred taxes (112) 2,153 (458) 424
Net cash used in operating activities (8,775) (8,254) (30,508) (50,113)
Cash flows from investing activities
Capital expenditures (834) (649) (1,721) (3,947)
Proceeds from disposal of property, plant and equipment 1,538 254 3,529 345
Proceeds from disposal of equity securities (Note 5) 720 - 720 -
Proceeds from disposal of equity-accounted investment (Note 5) 819 - 819 -
Proceeds from disposal of equity-accounted investment - Bank Frick, net of expenses - 18,568 7,500 18,568
Proceeds from disposal of Net1 Korea, net of cash disposed - - - 20,114
Proceeds from disposal of DNI as equity-accounted investment - - - 6,010
Loan to equity-accounted investment (Note 5) - - - (1,238)
Repayment of loans by equity-accounted investments - - - 134
Net change in settlement assets 5 745 102 6,190
Net cash provided by investing activities 2,248 18,918 10,949 46,176
Cash flows from financing activities
Proceeds from exercise of stock options 20 35 759 53
Proceeds from bank overdraft (Note 8) 95,048 55,280 406,398 261,759
Repayment of bank overdraft (Note 8) (100,832) (103,195) (372,508) (268,303)
Proceeds from disgorgement of shareholders' short-swing profits - - - 124
Net change in settlement obligations (5) (745) (102) (6,190)
Net cash (used in) provided by financing activities (5,769) (48,625) 34,547 (12,557)
Effect of exchange rate changes on cash and cash equivalents 12,200 (2,263) 1,295 10,839
Net (decrease) increase in cash, cash equivalents and restricted cash (96) (40,224) 16,283 (5,655)
Cash, cash equivalents and restricted cash – beginning of period 240,144 267,054 223,765 232,485
Cash, cash equivalents and restricted cash – end of period (Note 14) $ 240,048 $ 226,830 $ 240,048 $ 226,830
See Notes to Unaudited Condensed Consolidated Financial Statements

7

NET 1 UEPS TECHNOLOGIES, INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

for the three and nine months ended March 31, 2022 and 2021

(All amounts in tables stated in thousands or thousands of U.S. dollars, unless otherwise stated)

1. Basis of Presentation and Summary of Significant Accounting Policies

Unaudited Interim Financial Information

The accompanying unaudited condensed consolidated financial statements include all majority-owned subsidiaries over which the Company exercises control and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission for Quarterly Reports on Form 10-Q and include all of the information and disclosures required for interim financial reporting. The results of operations for the three and nine months ended March 31, 2022 and 2021, are not necessarily indicative of the results for the full year. The Company believes that the disclosures are adequate to make the information presented not misleading.

These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements, accounting policies and financial notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2021. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments), which are necessary for a fair representation of financial results for the interim periods presented.

References to “Net1” are references solely to Net 1 UEPS Technologies, Inc. References to the “Company” refer to Net1 and its consolidated subsidiaries, collectively, unless the context otherwise requires.

Impact of COVID-19 on the Company’s business

The Company’s business has been, and continues to be, impacted by government restrictions and quarantines related to COVID-19. South Africa operates with a five-level COVID-19 alert system, with Level 1 being the least restrictive and Level 5 being the most restrictive. South Africa operated at adjusted Level 1 during its most recent fiscal quarter, which had a limited impact on the Company’s businesses, and which ceased to be in operation on April 4, 2022. South Africa is subject to limited COVID-19 restrictions following the lifting of the National State of Disaster in South Africa on April 5, 2022. These restrictions are expected to have a limited impact on the Company’s business.

The broader implications of COVID-19 on the Company’s results of operations and overall financial performance continue to remain uncertain. While the Company has not incurred significant disruptions thus far from the COVID-19 outbreak, apart from the two months in April and May 2020 when loan origination was curtailed, the Company is unable to accurately predict the impact that COVID-19 will have due to numerous uncertainties, including the severity and duration of the outbreak, actions that may be taken by governmental authorities, the impact on the Company’s customers and other factors. The Company will continue to evaluate the nature and extent of the impact on its business, consolidated results of operations, and financial condition.

July 2021 civil unrest in South Africa

Two of South Africa’s nine provinces experienced significant civil unrest in July 2021 resulting in mass looting, loss of life, disruption of transport and supply routes, and widespread destruction of property. In total 337 South Africans lost their lives in the unrest - fortunately none of the Company’s employees were injured or harmed. There was widespread damage to bank and ATM infrastructure in the affected provinces. In total approximately 1,800 ATMs and 300 branches were damaged, and the Banking Association of South Africa (“BASA”), estimates that total damage to banking infrastructure amounted to ZAR 1.6 billion. The South African Special Risks Insurance Association (“SASRIA”), a public enterprise and a non-life insurance company that provides coverage for damage caused by special risks such as politically motivated malicious acts, riots, strikes, terrorism and public disorders, estimates that the total damage to property across South Africa will be in the order of between ZAR 19.0 billion and ZAR 20.0 billion.

The Company suffered damage at 19 of its branches and to 173 ATMs. The disruption and related closure of branches also impacted the Company’s efforts to grow EPE customer numbers. The Company also saw an impact on transaction volumes through its ATMs with July 2021 volumes 13% lower than June 2021, and August 2021 3% lower than July 2021.

The Company’s insurance claims to recover the cost of approximately ZAR 40.0 million to repair and replace its branches and ATMs have been met in full. The Company received ZAR 12.6 million and ZAR 38.6 million from SASRIA during the three and nine months ended March 31, 2022, respectively.

As a result of the disruption to ATM coverage and availability, BASA and South Africa’s banks agreed that the fee which customers pay to utilize other banks’ ATMs would be waived for August and September 2021. The Company lost transaction fee revenue of approximately ZAR 6.0 million ($0.4 million) during the nine months ended March 31, 2022, as a result of this decision. 8

1. Basis of Presentation and Summary of Significant Accounting Policies (continued)

Reorganization charge - financial services restructuring

The Company has incurred significant losses since its contract to distribute social grants expired in September 2018. A strategic imperative for the Company is to return its South African financial services business to a breakeven position and then profitability as soon as possible. As part of a cost optimization process completed in late calendar 2021, the Company performed a review of its labor structure and determined that a number of its defined employee roles would need to be terminated due to redundancy. The Company embarked on a retrenchment process pursuant to Section 189A of the South African Labour Relations Act (“Labour Act”) on January 10, 2022. The Company incurred cash costs of approximately $6.7 million (ZAR 103.4 million) during the three and nine months ended March 31, 2022, principally consisting of severance and related payments and the payment of unutilized leave days. The Company has recorded an expense of $5.9 million in the caption reorganization costs in the Company’s unaudited condensed consolidated statements of operations for the three and nine months ended March 31, 2022. The primary difference between the reorganization charge amount and the total cash paid relates to leave pay which was accrued in prior periods.

Impact of events in Russia and Ukraine

The Company does not expect its operations to be significantly impacted by events unfolding in Russia and Ukraine. The Company believes that these events may adversely impact South African gross domestic product and rates of inflation as a result of the recent increases in crude oil prices, which is likely to impact economic activity in South Africa and therefore indirectly affect the Company. It may also lead to higher input prices for certain of the goods and services the Company procures.

Recent accounting pronouncements adopted

In August 2018, the Financial Accounting Standards Board (“FASB”) issued guidance regarding Disclosure Framework: Changes to the Disclosure Requirements for Fair Value Measurement. The guidance modifies the disclosure requirements related to fair value measurement. The guidance became effective for the Company beginning July 1, 2021. The adoption of this guidance did not have a material impact on the Company’s financial statements or its footnote disclosures.

In January 2020, the FASB issued guidance regarding Clarifying the Interactions Between Topic 321, Topic 323, and Topic 815. The guidance clarifies that an entity should consider observable transactions that require an entity to either apply or discontinue the equity method of accounting for the purposes of applying the measurement alternative in accordance with U.S GAAP guidance immediately before applying or upon discontinuing the equity method. The guidance also clarifies that, when determining the accounting for certain forward contracts and purchased options an entity should not consider, whether upon settlement or exercise, if the underlying securities would be accounted for under the equity method or fair value option. The guidance became effective for the Company beginning July 1, 2021. The adoption of this guidance did not have a material impact on the Company’s financial statements or its footnote disclosures.

Recent accounting pronouncements not yet adopted as of March 31, 2022

In June 2016, the FASB issued guidance regarding Measurement of Credit Losses on Financial Instruments. The guidance replaces the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. For trade and other receivables, loans, and other financial instruments, an entity is required to use a forward-looking expected loss model rather than the incurred loss model for recognizing credit losses, which reflects losses that are probable. Credit losses relating to available-for-sale debt securities will also be recorded through an allowance for credit losses rather than as a reduction in the amortized cost basis of the securities. This guidance is effective for the Company beginning July 1, 2023. The Company is currently assessing the impact of this guidance on its financial statements and related disclosures, but does not expect the impact on its financial results to be material.

In November 2019, the FASB issued guidance regarding Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging(Topic 815), and Leases (Topic 842). The guidance provides a framework to stagger effective dates for future major accounting standards and amends the effective dates for certain major new accounting standards to give implementation relief to certain types of entities, including Smaller Reporting Companies. The Company is a Smaller Reporting Company. Specifically, the guidance changes some effective dates for certain new standards on the following topics in the FASB Codification, namely Derivatives and Hedging (ASC 815); Leases (ASC 842); Financial Instruments — Credit Losses (ASC 326); and Intangibles — Goodwill and Other (ASC 350). The guidance defers the adoption date of guidance regarding Measurement of Credit Losses on Financial Instruments by the Company from July 1, 2020 to July 1, 2023. The Company is currently assessing the impact of this guidance on its financial statements and related disclosures, but does not expect the impact on its financial results to be material.

In October 2021, the FASB issued guidance which amends guidance in Business Combinations (Topic 805) regarding the recognition and measurement of contract assets and liabilities in a business combination. These items are recognized at fair value on acquisition under current guidance. The new guidance requires an acquiring entity to apply guidance in Revenue Recognition (Topic 606) to recognize and measure contract assets and contract liabilities in a business combination. This guidance is effective for the Company beginning July 1, 2022. The Company is currently assessing the impact of this guidance on its financial statements and related disclosures, but does not expect the impact on its financial results to be material. 9

2. Accounts receivable, net and other receivables and finance loans receivable, net

Accounts receivable, net and other receivables

The Company’s accounts receivable, net, and other receivables as of March 31, 2022, and June 30, 2021, are presented in the table below:

March 31, June 30,
2022 2021
Accounts receivable, trade, net $ 10,025 $ 10,493
Accounts receivable, trade, gross 10,479 10,760
Allowance for doubtful accounts receivable, end of period 454 267
Beginning of period 267 253
Reversed to statement of operations (60) (182)
Charged to statement of operations 251 232
Utilized (3) (59)
Foreign currency adjustment (1) 23
Current portion of amount outstanding related to sale of interest in Bank Frick 3,890 7,500
Loans provided to Carbon - -
Current portion of total held to maturity investments - -
Investment in 7.625% of Cedar Cellular Investment 1 (RF) (Pty) Ltd 8.625% notes - -
Other receivables 10,520 8,590
Total accounts receivable, net and other receivables $ 24,435 $ 26,583

Current portion of amount outstanding related to sale of interest in Bank Frick represents the amount due from the purchaser related to the sale of Bank Frick. The Company received the first scheduled repayment of $7.5 million in October 2021 and the remaining amount of $3.9 million is due in July 2022.

The loan of $3.0 million provided to Carbon was scheduled to be repaid before June 30, 2020, however, Carbon requested a payment holiday as a result of the impact of the COVID-19 pandemic on its business. The parties had not agreed to new repayment terms as of March 31, 2022. However, the Company acknowledges the unexpected and ongoing challenges facing Carbon and determined in June 2021 to create an allowance for doubtful loans receivable of $3.0 million due to these circumstances and ongoing operating losses incurred by Carbon.

Investment in 7.625% of Cedar Cellular Investment 1 (RF) (Pty) Ltd 8.625% notes represents the investment in a note which matures in August 2022. The carrying value as of each of March 31, 2022 and June 30, 2021, respectively was $0 (nil). The note is included in other long-term assets as of June 30, 2021 (refer to Note 5).

Other receivables include prepayments, deposits and other receivables.

Contractual maturities of held to maturity investments

Summarized below is the contractual maturity of the Company’s held to maturity investment as of March 31, 2022:

Cost basis Estimated fair value^(1)^
Due in one year or less $ - $ -
Due in one year through five years^(2)^ - -
Due in five years through ten years - -
Due after ten years - -
Total $ - $ -

(1) The estimated fair value of the Cedar Cellular note has been calculated utilizing the Company’s portion of the security provided to the Company by Cedar Cellular, namely, Cedar Cellular’s investment in Cell C.

(2) The cost basis is zero ($0.0 million). 10

2. Accounts receivable, net and other receivables and finance loans receivable, net (continued)

Finance loans receivable, net

The Company’s finance loans receivable, net, as of March 31, 2022, and June 30, 2021, are presented in the table below:

March 31, June 30,
2022 2021
Microlending finance loans receivable, net $ 22,196 $ 21,142
Microlending finance loans receivable, gross 24,662 23,491
Allowance for doubtful finance loans receivable, end of period 2,466 2,349
Beginning of period 2,349 1,858
Reversed to statement of operations - (1,004)
Charged to statement of operations 1,026 2,060
Utilized (873) (967)
Foreign currency adjustment (36) 402
Total finance loans receivable, net $ 22,196 $ 21,142

3. Inventory

The Company’s inventory comprised the following categories as of March 31, 2022, and June 30, 2021:

March 31, June 30,
2022 2021
Finished goods $ 22,104 $ 22,361
$ 22,104 $ 22,361

As of March 31, 2022, and June 30, 2021, finished goods includes $15.7 million and $16.5 million, respectively, of Cell C airtime inventory that was previously classified as finished goods subject to sale restrictions.

In support of Cell C’s liquidity position, the Company has limited the resale of this airtime to its own distribution channels until such time as Cell C’s recapitalisation process is concluded.

4. Fair value of financial instruments

Initial recognition and measurement

Financial instruments are recognized when the Company becomes a party to the transaction. Initial measurements are at cost, which includes transaction costs.

Risk management

The Company manages its exposure to currency exchange, translation, interest rate, customer concentration, credit, and equity price and liquidity risks as discussed below.

Currency exchange risk

The Company is subject to currency exchange risk because it purchases inventories that it is required to settle in other currencies, primarily the euro and U.S. dollar. The Company has used forward contracts in order to limit its exposure in these transactions to fluctuations in exchange rates between the South African rand (“ZAR”), on the one hand, and the U.S. dollar and the euro, on the other hand.

Translation risk

Translation risk relates to the risk that the Company’s results of operations will vary significantly as the U.S. dollar is its reporting currency, but it earns most of its revenues and incurs a significant amount of its expenses in ZAR. The U.S. dollar has fluctuated significantly against the ZAR over the past three years. As exchange rates are outside the Company’s control, there can be no assurance that future fluctuations will not adversely affect the Company’s results of operations and financial condition. 11

4. Fair value of financial instruments (continued)

Risk management (continued)

Interest rate risk

As a result of its normal borrowing activities, the Company’s operating results are exposed to fluctuations in interest rates, which it manages primarily through regular financing activities. Interest rates in South Africa are trending upwards and the Company expects higher interest rates in the foreseeable future which will increase its cost of borrowing. The Company periodically evaluates the cost and effectiveness of interest rate hedging strategies to manage this risk. The Company generally maintains investments in cash equivalents and held to maturity investments and has occasionally invested in marketable securities.

Microlending credit risk

The Company is exposed to credit risk in its microlending activities, which provides unsecured short-term loans to qualifying customers. Credit bureau checks as well as an affordability test are conducted as part of the risk management process, both of which being in line with local regulations. The affordability test takes into account a variety of factors such as other debts and total expenditures on normal household and lifestyle expenses.

Credit risk

Credit risk relates to the risk of loss that the Company would incur as a result of non-performance by counterparties. The Company maintains credit risk policies in respect of its counterparties to minimize overall credit risk. These policies include an evaluation of a potential counterparty’s financial condition, credit rating, and other credit criteria and risk mitigation tools as the Company’s management deems appropriate. With respect to credit risk on financial instruments, the Company maintains a policy of entering into such transactions only with South African and European financial institutions that have a credit rating of “B” (or its equivalent) or better, as determined by credit rating agencies such as Standard & Poor’s, Moody’s and Fitch Ratings.

Equity price and liquidity risk

Equity price risk relates to the risk of loss that the Company would incur as a result of the volatility in the exchange-traded price of equity securities that it holds. The market price of these securities may fluctuate for a variety of reasons and, consequently, the amount that the Company may obtain in a subsequent sale of these securities may significantly differ from the reported market value.

Equity liquidity risk relates to the risk of loss that the Company would incur as a result of the lack of liquidity on the exchange on which those securities are listed. The Company may not be able to sell some or all of these securities at one time, or over an extended period of time without influencing the exchange-traded price, or at all.

Financial instruments

The following section describes the valuation methodologies the Company uses to measure its significant financial assets and liabilities at fair value.

In general, and where applicable, the Company uses quoted prices in active markets for identical assets or liabilities to determine fair value. This pricing methodology would apply to Level 1 investments. If quoted prices in active markets for identical assets or liabilities are not available to determine fair value, then the Company uses quoted prices for similar assets and liabilities or inputs other than the quoted prices that are observable either directly or indirectly. These investments would be included in Level 2 investments. In circumstances in which inputs are generally unobservable, values typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques. Investments valued using such techniques are included in Level 3 investments.

Asset measured at fair value using significant unobservable inputs – investment in Cell C

The Company’s Level 3 asset represents an investment of 75,000,000 class “A” shares in Cell C, a significant mobile telecoms provider in South Africa. The Company used a discounted cash flow model developed by the Company to determine the fair value of its investment in Cell C as of March 31, 2022, and June 30, 2021, and valued Cell C at $0.0 (zero) at March 31, 2022, and June 30, 2021. The Company believes the Cell C business plan utilized in the Company’s valuation is reasonable based on the current performance and the expected changes in Cell C’s business model. The Company incorporates the payments under Cell C’s lease liabilities into the cash flow forecasts and assumes that Cell C’s deferred tax assets would be utilized over the forecast period. The Company utilized the latest revised business plan provided by Cell C management for the period ended December 31, 2025, for the March 31, 2022 valuation, and an earlier version of the business plan for the period ended December 31, 2025 for the June 30, 2021 valuation. 12

4. Fair value of financial instruments (continued)

Financial instruments (continued)

Asset measured at fair value using significant unobservable inputs – investment in Cell C (continued)

The following key valuation inputs were used as of March 31, 2022 and June 30, 2021:

Weighted Average Cost of Capital ("WACC"): Between 18% and 24% over the period of the forecast
Long term growth rate: 3% (3% as of June 30, 2021)
Marketability discount: 10%
Minority discount: 15%
Net adjusted external debt - March 31, 2022:^(1)^ ZAR 11.7 billion ($0.8 billion), no lease liabilities included
Net adjusted external debt - June 30, 2021:^(2)^ ZAR 11.2 billion ($0.8 billion), no lease liabilities included

(1) translated from ZAR to U.S. dollars at exchange rates applicable as of March 31, 2022.

(2) translated from ZAR to U.S. dollars at exchange rates applicable as of June 30, 2021.

The following table presents the impact on the carrying value of the Company’s Cell C investment of a 3.3% increase and 2.5% decrease in the WACC rate and the EBITDA margins respectively used in the Cell C valuation on March 31, 2022, all amounts translated at exchange rates applicable as of March 31, 2022:

Sensitivity for fair value of Cell C investment 3.3% increase 2.5% decrease
WACC rate $ - $ 432
EBITDA margin $ 548 $ -

The fair value of the Cell C shares as of March 31, 2022, represented 0% of the Company’s total assets, including these shares. The Company expects to hold these shares for an extended period of time and that there will be short-term equity price volatility with respect to these shares particularly given the current situation of Cell C’s business.

Derivative transactions - Foreign exchange contracts

As part of the Company’s risk management strategy, the Company enters into derivative transactions to mitigate exposures to foreign currencies in respect of operational costs using foreign exchange contracts. These foreign exchange contracts are over-the-counter derivative transactions. Substantially all of the Company’s derivative exposures are with counterparties that have long-term credit ratings of “B” (or equivalent) or better. The Company uses quoted prices in active markets for similar assets and liabilities to determine fair value (Level 2). The Company has no derivatives that require fair value measurement under Level 1 or 3 of the fair value hierarchy.

The Company had no outstanding foreign exchange contracts as of March 31, 2022.

The Company’s outstanding foreign exchange contracts as of June 30, 2021, were as follows:

Notional amount ('000) Strike price Fair market Maturity
EUR 5.7 USD 1.1911 USD 1.1859 July 02, 2021

Derivative transactions - Foreign exchange option contracts

The Company held a significant amount of U.S. dollars and intended to use a portion of these funds to settle part of the purchase consideration related to the Connect Group acquisition. The purchase consideration was expected to be settled in ZAR. Accordingly, the Company entered into foreign exchange option contracts with FirstRand Bank Limited acting through its Rand Merchant Bank division (“RMB”) in November 2021 in order to manage the risk of currency volatility and to fix the ZAR amount to be utilized for part of the purchase consideration settlement. These foreign exchange option contracts, also known as synthetic forwards, are over-the-counter derivative transactions (Level 2). RMB’s long-term credit rating is “BB”. The Company uses quoted prices in active markets for similar assets and liabilities to determine fair value of the foreign exchange option contracts (Level 2).

The Company marked-to-market the synthetic forwards as of December 31, 2021, using a Black-Scholes option pricing model which determined the respective fair value of the options utilizing current market parameters, and recorded an unrealized loss of $2.4 million during the three months ended December 31, 2021. These currency options matured on February 24, 2022. The Company generated a realized gain of $3.7 million upon maturity. During the three and nine months ended March 31, 2022, the Company recorded a net gain of $6.1 million (which includes the reversal of the $2.4. million unrealized loss which was previously recorded) and $3.7 million, respectively. The net gain is included in the caption gain related to fair value adjustment to currency options in the Company’s unaudited condensed consolidated statements of operations for the three and nine months ended March 31, 2022. 13

4. Fair value of financial instruments (continued)

The following table presents the Company’s assets measured at fair value on a recurring basis as of March 31, 2022, according to the fair value hierarchy:

Quoted Price in Active Markets for Identical Assets<br><br>(Level 1) Significant Other Observable Inputs<br><br>(Level 2) Significant Unobservable Inputs<br><br>(Level 3) Total
Assets
Investment in Cell C $ - $ - $ - $ -
Related to insurance business:
Cash, cash equivalents and restricted cash (included in other long-term assets) 411 - - 411
Fixed maturity investments (included in cash and cash equivalents) 3,090 - - 3,090
Total assets at fair value $ 3,501 $ - $ - $ 3,501

4. Fair value of financial instruments (continued)

The following table presents the Company’s assets measured at fair value on a recurring basis as of June 30, 2021, according to the fair value hierarchy:

Quoted Price in Active Markets for Identical Assets<br><br>(Level 1) Significant Other Observable Inputs<br><br>(Level 2) Significant Unobservable Inputs<br><br>(Level 3) Total
Assets
Investment in Cell C $ - $ - $ - $ -
Related to insurance business
Cash and cash equivalents (included in other long-term assets) 381 - - 381
Fixed maturity investments (included in cash and cash equivalents) 3,158 - - 3,158
Total assets at fair value $ 3,539 $ - $ - $ 3,539

There have been no transfers in or out of Level 3 during the three and nine months ended March 31, 2022 and 2021, respectively.

There was no movement in the carrying value of assets measured at fair value on a recurring basis, and categorized within Level 3, during the three and nine months ended March 31, 2022 and 2021.

Summarized below is the movement in the carrying value of assets and liabilities measured at fair value on a recurring basis, and categorized within Level 3, during the nine months ended March 31, 2022:

Carrying value
Assets
Balance as of June 30, 2021 $ -
Foreign currency adjustment^(1)^ -
Balance as of March 31, 2022 $ -

(1) The foreign currency adjustment represents the effects of the fluctuations between the ZAR and the U.S. dollar on the carrying value. 14

4. Fair value of financial instruments (continued)

Summarized below is the movement in the carrying value of assets and liabilities measured at fair value on a recurring basis, and categorized within Level 3, during the nine months ended March 31, 2021:

Carrying value
Assets
Balance as of June 30, 2020 $ -
Foreign currency adjustment^(1)^ -
Balance as of March 31, 2021 $ -

(1) The foreign currency adjustment represents the effects of the fluctuations between the ZAR and the U.S. dollar on the carrying value.

Assets measured at fair value on a nonrecurring basis

The Company measures equity investments without readily determinable fair values at fair value on a nonrecurring basis. The fair values of these investments are determined based on valuation techniques using the best information available, and may include quoted market prices, market comparables, and discounted cash flow projections. An impairment charge is recorded when the cost of the asset exceeds its fair value and the excess is determined to be other-than-temporary. Refer to Note 5 for any impairment charges recorded during the reporting periods presented herein. The Company has no liabilities that are measured at fair value on a nonrecurring basis.

5.Equity-accounted investments and other long-term assets

Refer to Note 8 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2021, for additional information regarding its equity-accounted investments and other long-term assets.

Equity-accounted investments

The Company’s ownership percentage in its equity-accounted investments as of March 31, 2022, and June 30, 2021, was as follows:

March 31, June 30,
2022 2021
Finbond Group Limited (“Finbond”) 29.0 % 31.5 %
Carbon Tech Limited (“Carbon”) 25.0 % 25.0 %
SmartSwitch Namibia (Pty) Ltd (“SmartSwitch Namibia”) 50.0 % 50.0 %

15

5.Equity-accounted investments and other long-term assets (continued)

Equity-accounted investments (continued)

Finbond

As of March 31, 2022, the Company owned 247,438,164 shares in Finbond representing approximately 29.0% of its issued and outstanding ordinary shares. Finbond is listed on the Johannesburg Stock Exchange (“JSE”) and its closing price on March 31, 2022, the last trading day of the month, was ZAR 0.50 per share. The market value, using the March 31, 2022, closing price, of the Company’s holding in Finbond on March 31, 2022, was ZAR 123.7 million ($8.5 million translated at exchange rates applicable as of March 31, 2022).

The Company sold 21,382,769 shares in Finbond for cash during the three and nine months ended March 31, 2022, and recorded a loss of $0.3 million in the caption loss on equity-accounted investment in the Company’s unaudited condensed consolidated statements of operations. The following table presents the calculation of the loss on disposal of Finbond shares during the three and nine months ended March 31, 2022:

Three and nine months ended March 31,
2022
Loss on disposal of Finbond shares:
Consideration received in cash $ 819
Less: carrying value of Finbond shares sold (591)
Less: release of foreign currency translation reserve from accumulated other comprehensive loss (583)
Add: release of stock-based compensation charge related to equity-accounted investment 9
Loss on sale of Finbond shares $ (346)

Summarized below is the movement in equity-accounted investments and loans provided to equity-accounted investments during the nine months ended March 31, 2022:

Finbond Other^(1)^ Total
Investment in equity
Balance as of June 30, 2021 $ 9,822 $ 182 $ 10,004
Stock-based compensation 9 - 9
Comprehensive loss: (1,800) - (1,800)
Other comprehensive loss (644) - (644)
Equity accounted loss (1,156) - (1,156)
Share of net loss (1,156) - (1,156)
Dividends received - (137) (137)
Disposal of Finbond shares (591) - (591)
Foreign currency adjustment^(2)^ (206) (4) (210)
Balance as of March 31, 2022 $ 7,234 $ 41 $ 7,275
Equity Loans Total
Carrying amount as of :
June 30, 2021 $ 10,004 $ - $ 10,004
March 31, 2022 $ 7,275 $ - $ 7,275

(1) Includes Carbon and SmartSwitch Namibia.

(2) The foreign currency adjustment represents the effects of the fluctuations of the ZAR, Nigerian naira and Namibian dollar against the U.S. dollar on the carrying value. 16

5.Equity-accounted investments and other long-term assets (continued)

Other long-term assets

Summarized below is the breakdown of other long-term assets as of March 31, 2022, and June 30, 2021:

March 31, June 30,
2022 2021
Total equity investments $ 76,297 $ 76,297
Investment in 15% of Cell C, at fair value (Note 4) - -
Investment in 10% of MobiKwik (June 30, 2021: 12%) 76,297 76,297
Investment in 87.5% of CPS^(1)^ - -
Total held to maturity investments - -
Investment in 7.625% of Cedar Cellular Investment 1 (RF) (Pty) Ltd 8.625% notes^(2)^ - -
Long-term portion of amount due related to sale of interest in Bank Frick^(3)^ - 3,890
Policy holder assets under investment contracts (Note 7) 411 381
Reinsurance assets under insurance contracts (Note 7) 1,284 1,298
Total other long-term assets $ 77,992 $ 81,866

(1) On October 16, 2020, the High Court of South Africa, Gauteng Division, Pretoria ordered that CPS be placed into liquidation.

(2) The note is included in accounts receivable, net and other receivables as of March 31, 2022 (refer to Note 2).

(3) Long-term portion of amount due related to sale of interest in Bank Frick as of June 30, 2021, represents the amount due from the purchaser in July 2022 and is included in accounts receivable, net, and other receivables as of March 31, 2022 (refer to Note 2).

MobiKwik

In October 2021, the Company converted its 310,781 shares of compulsorily convertible cumulative preferences shares to 6,215,620 equity shares in anticipation of MobiKwik’s initial public offering. The Company’s investment percentage remained unchanged following the conversion. The Company’s investment percentage as of March 31, 2022, was 10.2%. The Company did not identify any observable transactions during the three and nine months ended March 31, 2022, and therefore there was no change in the fair value of MobiKwik during these periods. The Company used a transaction, at a price of $245.50 per share in June 2021, as the basis for a fair value adjustment to its investment in MobiKwik during the fourth quarter of fiscal 2021. This fair value adjustment increased the carrying value of its investment in MobiKwik by $23.4 million from $52.9 million to $76.3 million as of June 30, 2021.

In early November 2020, MobiKwik entered into an agreement to raise additional capital through the issuance of additional shares to a new shareholder at a valuation of $135.54 per share. In mid-March 2021, MobiKwik raised additional capital through the issuance of shares to new shareholders at a valuation of $170.33 per share. The Company considered each of these transactions to be an observable price change in an orderly transaction for similar or identical equity securities issued by MobiKwik. The Company used the November 2020 valuation as the basis for its adjustment to increase the carrying value in its investment in MobiKwik by $15.1 million from $27.0 million to $42.1 million as of December 31, 2020. The Company used the March 2021 valuation as the basis for its adjustment to increase the carrying value in its investment in MobiKwik by $10.8 million from $42.1 million to $52.9 million as of March 31, 2021. The change in the fair value of MobiKwik for the three and nine months ended March 31, 2021, of $10.8 million and $25.9 million, respectively, is included in the caption “Change in fair value of equity securities” in the unaudited condensed consolidated statement of operations for the three and nine months ended March 31, 2021. 17

5.Equity-accounted investments and other long-term assets (continued)

Other long-term assets (continued)

Revix

In February 2022, the Company sold its entire interest in Revix UK Limited for cash of $0.7 million because the Company did not consider the investment core to its strategy to operate primarily in Southern Africa. The Company had previously written this investment to $0 (nil) and recognized a gain on disposal of $0.7 million, which is included in the caption gain on disposal of equity securities in the Company’s unaudited condensed consolidated statements of operations for the three and nine months ended March 31, 2022.

Summarized below are the components of the Company’s equity securities without readily determinable fair value and held to maturity investments as of March 31, 2022:

Cost basis Unrealized holding Unrealized holding Carrying
gains losses value
Equity securities:
Investment in MobiKwik $ 26,993 $ 49,304 $ - $ 76,297
Investment in CPS - - - -
Held to maturity:
Investment in Cedar Cellular notes (Note 2) - - - -
Total $ 26,993 $ 49,304 $ - $ 76,297

Summarized below are the components of the Company’s equity securities without readily determinable fair value and held to maturity investments as of June 30, 2021:

Cost basis Unrealized holding Unrealized holding Carrying
gains losses value
Equity securities:
Investment in MobiKwik $ 26,993 $ 49,304 $ - $ 76,297
Investment in CPS - - - -
Held to maturity:
Investment in Cedar Cellular notes - - - -
Total $ 26,993 $ 49,304 $ - $ 76,297

6.Goodwill and intangible assets, net

Goodwill

Summarized below is the movement in the carrying value of goodwill for the nine months ended March 31, 2022:

Gross value Accumulated impairment Carrying value
Balance as of June 30, 2021 $ 42,949 $ (13,796) $ 29,153
Foreign currency adjustment ^(1)^ (630) 138 (492)
Balance as of March 31, 2022 $ 42,319 $ (13,658) $ 28,661

(1) The foreign currency adjustment represents the effects of the fluctuations between the ZAR and the U.S. dollar on the carrying value.

Refer to Note 17 for additional information regarding changes to the Company’s reportable segments during the three months ended December 31, 2021. Goodwill has been allocated to the Company’s reportable segments as follows:

Consumer Merchant Other Carrying value
Balance as of June 30, 2021 $ - $ 28,496 $ 657 $ 29,153
Foreign currency adjustment ^(1)^ - (492) - (492)
Balance as of March 31, 2022 $ - $ 28,004 $ 657 $ 28,661

(1) The foreign currency adjustment represents the effects of the fluctuations between the ZAR and the U.S. dollar on the carrying value. 18

6.Goodwill and intangible assets, net (continued)

Intangible assets, net

Carrying value and amortization of intangible assets

Summarized below is the carrying value and accumulated amortization of intangible assets as of March 31, 2022, and June 30, 2021:

As of March 31, 2022 As of June 30, 2021
Gross carrying value Accumulated amortization Net carrying value Gross carrying value Accumulated amortization Net carrying value
Finite-lived intangible assets:
Customer relationships $ 9,683 $ (9,683) $ - $ 10,340 $ (10,340) $ -
Software and unpatented technology 390 (390) - 1,726 (1,726) -
FTS patent 2,633 (2,633) - 2,679 (2,679) -
Trademarks 1,980 (1,682) 298 2,015 (1,658) 357
Total finite-lived intangible assets $ 14,686 $ (14,388) $ 298 $ 16,760 $ (16,403) $ 357

Aggregate amortization expense on the finite-lived intangible assets for each of the three months ended March 31, 2022 and 2021, was approximately $0.1 million. Aggregate amortization expense on the finite-lived intangible assets for the nine months ended March 31, 2022 and 2021, was approximately $0.1 million and $0.3 million, respectively.

Future estimated annual amortization expense for the next five fiscal years and thereafter, assuming exchange rates that prevailed on March 31, 2022, is presented in the table below. Actual amortization expense in future periods could differ from this estimate as a result of acquisitions, changes in useful lives, exchange rate fluctuations and other relevant factors.

Fiscal 2022 $ 71
Fiscal 2023 71
Fiscal 2024 70
Fiscal 2025 70
Fiscal 2026 70
Total future estimated annual amortization expense $ 352

19

7.Assets and policyholder liabilities under insurance and investment contracts

Reinsurance assets and policyholder liabilities under insurance contracts

Summarized below is the movement in reinsurance assets and policyholder liabilities under insurance contracts during the nine months ended March 31, 2022:

Reinsurance Assets^(1)^ Insurance contracts^(2)^
Balance as of June 30, 2021 $ 1,298 $ (2,011)
Increase in policy holder benefits under insurance contracts 1,612 8,158
Claims and decrease in policyholders’ benefits under insurance contracts (1,603) (8,304)
Foreign currency adjustment^(3)^ (23) 30
Balance as of March 31, 2022 $ 1,284 $ (2,127)

(1) Included in other long-term assets (refer to Note 5);

(2) Included in other long-term liabilities;

(3) Represents the effects of the fluctuations of the ZAR against the U.S. dollar.

The Company has agreements with reinsurance companies in order to limit its losses from various insurance contracts, however, if the reinsurer is unable to meet its obligations, the Company retains the liability. The value of insurance contract liabilities is based on the best estimate assumptions of future experience plus prescribed margins, as required in the markets in which these products are offered, namely South Africa. The process of deriving the best estimate assumptions plus prescribed margins includes assumptions related to claim reporting delays (based on average industry experience).

Assets and policyholder liabilities under investment contracts

Summarized below is the movement in assets and policyholder liabilities under investment contracts during the nine months ended March 31, 2022:

Assets^(1)^ Investment contracts^(2)^
Balance as of June 30, 2021 $ 381 $ (381)
Increase in policy holder benefits under investment contracts 11 (11)
Foreign currency adjustment ^(3)^ 19 6
Balance as of March 31, 2022 $ 411 $ (386)

(1) Included in other long-term assets (refer to Note 5);

(2) Included in other long-term liabilities;

(3) Represents the effects of the fluctuations of the ZAR against the U.S. dollar.

The Company does not offer any investment products with guarantees related to capital or returns. 20

8.Borrowings

Refer to Note 11 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2021, for additional information regarding its borrowings.

South Africa

July 2017 Facilities, as amended, comprising long-term borrowings (all repaid) and a short-term facility (Facility E)

Available short-term facility - Facility E

As of March 31, 2022, the aggregate amount of the Company’s short-term South African overdraft facility with RMB was ZAR 1.4 billion ($96.2 million, translated at exchange rates applicable as of March 31, 2022). As of March 31, 2022, the Company had utilized approximately ZAR 0.7 billion ($45.7 million) of this overdraft facility. This overdraft facility may only be used to fund ATMs and therefore the overdraft utilized and converted to cash to fund the Company’s ATMs is considered restricted cash. The interest rate on this facility is equal to the prime rate. The prime rate on March 31, 2022, was 7.75%.

Nedbank facility, comprising short-term facilities

As of March 31, 2022, the aggregate amount of the Company’s short-term South African credit facility with Nedbank Limited was ZAR 406.6 million ($27.9 million). The credit facility comprises an overdraft facility of up to ZAR 250.0 million ($17.2 million), which may only be used to fund mobile ATMs and indirect and derivative facilities of up to ZAR 156.6 million ($10.8 million), which include guarantees, letters of credit and forward exchange contracts. The Company has entered into cession and pledge agreements with Nedbank related to certain of its Nedbank credit facilities (the indirect and derivative facility) and the Company has ceded and pledged certain bank accounts to Nedbank. The funds included in these bank accounts are restricted as they may not be withdrawn without the express permission of Nedbank. These funds, of ZAR 155.1 million ($10.7 million translated at exchange rates applicable as of March 31, 2022), are included within the caption restricted cash related to ATM funding and credit facilities to the Company’s unaudited condensed consolidated balance sheet as of March 31, 2022. As of March 31, 2022, the interest rate on the overdraft facility was 6.60%.

As of March 31, 2022 and June 30, 2021, the Company had utilized approximately ZAR 155.1 million ($10.7 million) and ZAR 156.6 million ($10.9 million), respectively, of its indirect and derivative facilities of ZAR 156.6 million (June 30, 2021: ZAR 156.6 million) to enable the bank to issue guarantees, letters of credit and forward exchange contracts, in order for the Company to honor its obligations to third parties requiring such guarantees (refer to Note 19).

Movement in short-term credit facilities

Summarized below are the Company’s short-term facilities as of March 31, 2022, and the movement in the Company’s short-term facilities from as of June 30, 2022 to as of March 31, 2021, as well as the respective interest rates applied to the borrowings as of March 31, 2022:

South Africa Total
RMB Nedbank
Short-term facilities available as of March 31, 2022 $ 96,203 $ 27,937 $ 124,140
Overdraft restricted as to use for ATM funding only 96,203 17,179 113,382
Indirect and derivative facilities - 10,758 10,758
Interest rate (%), based on South African prime rate 7.75
Interest rate (%), based on South African prime rate less 1.15% 6.60
Movement in utilized overdraft facilities:
Balance as of June 30, 2021 14,245 - 14,245
Utilized 405,048 1,350 406,398
Repaid (371,185) (1,323) (372,508)
Foreign currency adjustment^(1)^ (2,430) (27) (2,457)
Balance as of March 31, 2022 45,678 - 45,678
Restricted as to use for ATM funding only 45,678 - 45,678
Movement in utilized indirect and derivative facilities:
Balance as of June 30, 2021 - 10,947 10,947
Guarantees cancelled - (99) (99)
Foreign currency adjustment^(1)^ - (189) (189)
Balance as of March 31, 2022^(2)^ $ - $ 10,659 $ 10,659

(1) Represents the effects of the fluctuations between the ZAR and the U.S. dollar. 21

9.Other payables

Summarized below is the breakdown of other payables as of March 31, 2022, and June 30, 2021:

March 31, June 30,
2022 2021
Accruals $ 7,915 $ 7,501
Provisions 5,291 5,343
Other 11,950 13,288
Value-added tax payable 541 435
Payroll-related payables 1,362 884
Participating merchants' settlement obligation 128 137
$ 27,187 $ 27,588

Other includes transactions-switching funds payable, deferred income, client deposits and other payables.

10.Capital structure

The following table presents a reconciliation between the number of shares, net of treasury, presented in the unaudited condensed consolidated statement of changes in equity during the nine months ended March 31, 2022 and 2021, respectively, and the number of shares, net of treasury, excluding non-vested equity shares that have not vested during the nine months ended March 31, 2022 and 2021, respectively:

March 31, March 31,
2022 2021
Number of shares, net of treasury:
Statement of changes in equity 57,921,062 56,626,060
Non-vested equity shares that have not vested as of end of period 1,248,391 294,000
Number of shares, net of treasury, excluding non-vested equity shares that have not vested 56,672,671 56,332,060

11.Accumulated other comprehensive loss

The table below presents the change in accumulated other comprehensive (loss) income per component during the three months ended March 31, 2022:

Three months ended
March 31, 2022
Accumulated foreign currency translation reserve Total
Balance as of January 1, 2022 $ (157,879) $ (157,879)
Release of foreign currency translation reserve related to the disposal of Finbond equity securities (Note 5) 583 583
Movement in foreign currency translation reserve 14,831 14,831
Balance as of March 31, 2022 $ (142,465) $ (142,465)

22

11.Accumulated other comprehensive loss (continued)

The table below presents the change in accumulated other comprehensive (loss) income per component during the three months ended March 31, 2021:

Three months ended
March 31, 2021
Accumulated foreign currency translation reserve Total
Balance as of January 1, 2021 $ (141,242) $ (141,242)
Release of foreign currency translation reserve related to disposal of Bank Frick (2,462) (2,462)
Movement in foreign currency translation reserve (2,470) (2,470)
Balance as of March 31, 2021 $ (146,174) $ (146,174)

The table below presents the change in accumulated other comprehensive (loss) income per component during the nine months ended March 31, 2022:

Nine months ended
March 31, 2022
Accumulated foreign currency translation reserve Total
Balance as of July 1, 2021 $ (145,721) $ (145,721)
Release of foreign currency translation reserve related to disposal of Finbond equity securities (Note 5) 583 583
Movement in foreign currency translation reserve related to equity-accounted investment (644) (644)
Movement in foreign currency translation reserve 3,317 3,317
Balance as of March 31, 2022 $ (142,465) $ (142,465)

The table below presents the change in accumulated other comprehensive (loss) income per component during the nine months ended March 31, 2021:

a Nine months ended
March 31, 2021
Accumulated foreign currency translation reserve Total
Balance as of July 1, 2020 $ (169,075) $ (169,075)
Release of foreign currency translation reserve related to disposal of Bank Frick (2,462) (2,462)
Movement in foreign currency translation reserve related to equity-accounted investment 1,688 1,688
Movement in foreign currency translation reserve 23,675 23,675
Balance as of March 31, 2021 $ (146,174) $ (146,174)

During the three and nine months ended March 31, 2022, the Company reclassified $0.6 million from accumulated other comprehensive loss (accumulated foreign currency translation reserve) to net loss related to the disposal of shares in Finbond. During the three and nine months ended March 31, 2021, the Company reclassified $2.5 million from accumulated other comprehensive loss (accumulated foreign currency translation reserve) to net loss related to the disposal of Bank Frick. 23

12.Stock-based compensation

The Company’s Amended and Restated 2015 Stock Incentive Plan and the vesting terms of certain stock-based awards granted are described in Note 16 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2021.

Stock option and restricted stock activity

Options

The following table summarizes stock option activity for the nine months ended March 31, 2022 and 2021:

Number of shares Weighted average exercise price<br><br>($) Weighted average remaining contractual term<br><br>(in years) Aggregate intrinsic value<br><br>($'000) Weighted average grant date fair value<br><br>($)
Outstanding - June 30, 2021 1,294,832 3.93 7.68 1,624 1.45
Granted - February 2022 137,620 4.87 10.00 235 1.71
Exercised (249,521) 3.05 - 470 -
Forfeited (188,332) 4.14 1.50
Outstanding - March 31, 2022 994,599 4.25 6.86 1,884 1.64
Outstanding - June 30, 2020 1,331,651 5.83 7.56 - 2.01
Granted – August 2020 150,000 3.50 3.00 166 1.11
Granted – November 2020 560,000 3.01 10.00 691 1.23
Exercised (17,335) 3.07 - 35 -
Forfeited (466,033) 7.12 2.26
Outstanding - March 31, 2021 1,558,283 4.24 7.80 2,860 1.59

The Company awarded 137,620 stock options to employees during the three and nine months ended March 31, 2022.No stock options were awarded during the three months ended March 31, 2021. The Company awarded 560,000 stock options to employees during the nine months ended March 31, 2021. On August 5, 2020, the Company granted one of its non-employee directors, Mr. Ali Mazanderani, in his capacity as a consultant to the Company, 150,000 stock options with an exercise price of $3.50. These stock options are subject to the non-employee director’s continuous service through the applicable vesting date, and half of the options vest on each of the first and second anniversaries of the grant date.

Employees forfeited 94,404 and 10,000 stock options during the three months ended March 31, 2022 and 2021, respectively. Employees forfeited 188,332 and 205,999 stock options during the nine months ended March 31, 2022 and 2021, respectively. During the nine months ended March 31, 2021, the Company’s former chief executive officer forfeited 250,034 stock options with strike prices ranging from $6.20 to $11.23 per share following his separation from the Company.

The fair value of each option is estimated on the date of grant using the Cox Ross Rubinstein binomial model that uses the assumptions noted in the following table. The estimated expected volatility is calculated based on the Company’s 750-day volatility. The estimated expected life of the option was determined based on the historical behavior of employees who were granted options with similar terms.

The table below presents the range of assumptions used to value stock options granted during the nine months ended March 31, 2022 and 2021:

Nine months ended
March 31,
2022 2021
Expected volatility 50 % 62 %
Expected dividends 0 % 0 %
Expected life (in years) 3 3
Risk-free rate 1.61 % 0.19 %

24

12.Stock-based compensation (continued)

Stock option and restricted stock activity (continued)

Options (continued)

The following table presents stock options vested and expected to vest as of March 31, 2022:

Number of<br><br>shares Weighted average exercise price<br><br>($) Weighted average remaining contractual term<br><br>(in years) Aggregate intrinsic value<br><br>($’000)
Vested and expecting to vest - March 31, 2022 994,599 4.25 6.86 1,884

These options have an exercise price range of $3.01 to $11.23.

The following table presents stock options that are exercisable as of March 31, 2022:

Number of<br><br>shares Weighted average exercise price<br><br>($) Weighted average remaining contractual term<br><br>(in years) Aggregate intrinsic value<br><br>($’000)
Exercisable - March 31, 2022 464,506 5.37 5.73 220

No stock options became exercisable during the three months ended March 31, 2022 and 2021. During the nine months ended March 31, 2022 and 2021, respectively, 376,348 and 337,666 stock options became exercisable. The Company issues new shares to satisfy stock option exercises.

Restricted stock

The following table summarizes restricted stock activity for the nine months ended March 31, 2022 and 2021:

Number of shares of restricted stock Weighted average grant date fair value<br><br>($’000)
Non-vested – June 30, 2021 384,560 1,123
Total granted 893,831 4,433
Granted – July 2021 234,608 963
Granted – August 2021 44,986 192
Granted – November and December 2021 326,158 1,766
Granted – December 2021 50,300 269
Granted – February 2022 29,920 146
Granted – March 2022 207,859 1,097
Total granted and vested - November and December 2021 - -
Granted - November and December 2021 71,647 393
Vested - November and December 2021 (71,647) 393
Forfeitures (30,000) (160)
Non-vested – March 31, 2022 1,248,391 5,867
Non-vested – June 30, 2020 1,115,500 5,354
Total vested (311,300) (1,037)
Vested – August 2020 (244,500) (812)
Vested – September 2020 - accelerated vesting (66,800) (225)
Forfeitures (510,200) (1,766)
Non-vested – March 31, 2021 294,000 994

25

12.Stock-based compensation (continued)

Stock option and restricted stock activity (continued)

Restricted stock (continued)

On June 30, 2021, the Company entered into employment agreements with Mr. Chris G.B. Meyer, under which Mr. Meyer was appointed Group Chief Executive Officer of the Company effective July 1, 2021. Mr. Meyer was awarded 117,304 shares of restricted stock on July 1, 2021, which were subject to time-based vesting and vest in full on June 30, 2024, subject to Mr. Meyer’s continued service to the Company through June 30, 2024. In addition, under the terms of Mr. Meyer’s engagement, the Company’s Remuneration Committee also awarded Mr. Meyer 117,304 shares of restricted stock which include performance conditions and which only vest on June 30, 2024 if the performance conditions are met and Mr. Meyer remains employed with the Company through June 30, 2024. Vesting of half of these awards, or 58,652 shares of restricted stock, is subject to the Company achieving its three-year financial services plan during the specific measurement period from June 30, 2021, to June 30, 2024, and the other half is subject to share price growth targets, and only vest if the Company’s share price is $8.14 or higher on June 30, 2024. On March 1, 2022, the Company awarded 207,859 shares of restricted stock to executive officers and vesting of these awards is subject to the executive’s continuous service through the applicable vesting date, one third of which vests on each of the first, second and third anniversaries of the grant date. In August 2021, December 2021 and February 2022, the Company awarded 44,986, 50,300 and 29,920 shares of restricted stock, respectively, to employees which have time and performance-based (market conditions related to share price performance) vesting conditions.

Upon joining the Company, each of Messrs. Meyer and Lincoln C. Mali, were entitled to receive an award of shares of restricted stock which were subject to them purchasing an agreed value of shares (“matching awards”) in the market during a prescribed period of time. However, these executives were unable to purchase shares in the market during that period due to a Company-imposed insider-trading restriction placed on them. On November 15, 2021, the Company amended the terms of these awards in order to put the executives into an economically equivalent position, as follows:

(i) assume that the executives would have purchased their agreed allocation within their first 30 days post commencement of employment had they not been embargoed;

(ii) require the executives to fulfill their agreed allocations within a short period following release of the Company’s Quarterly Report on Form 10-Q for the three months ended September 30, 2021;

(iii) to the extent that the price per share actually paid is greater than the 30-day volume-weighted average price (“VWAP”) in their respective first months of employment, award the executives a top-up (“top up awards”) which amounts to the after-tax difference between (a) number of shares purchased at the 30-day VWAP in their respective first months of employment and (b) number of shares purchased at the actual share price paid. The top-up will be settled as follows: (a) 55% in shares of the Company’s common stock and (b) 45%, at the election of the executive, as either shares of the Company’s common stock or cash. The top up awards were not subject to any vesting conditions and vested immediately; and

(iv) adjust the initial matching awards to the aggregate number of shares acquired in terms of (ii) and (iii). The matching awards vest ratably over a period of three years commencing on the first anniversary of the grant of the matching awards.

The executives acquired shares during November and December 2021, and the Company granted the executives 326,158 matching awards and 71,647 top up awards.

Except as discussed above, no shares of restricted stock vested during the three and nine months ended March 31, 2022.

During the nine months ended March 31, 2021, 244,500 shares of restricted stock with time-based vesting conditions vested. In connection with the Company’s former chief executive officer’s separation, the Company agreed to accelerate the vesting of 66,800 shares of restricted stock which were granted in February 2020, and which were subject to time-based vesting. These shares of restricted stock vested on September 30, 2020.

During the nine months ended March 31, 2022, 30,000 shares of restricted stock were forfeited by an executive officer as the market condition (related to share price performance) was not achieved.

The 510,200 shares of restricted stock that were forfeited during the nine months ended March 31, 2021, includes 375,200 shares of restricted stock forfeited by the Company’s former chief executive officer upon his separation from the Company and 30,000 shares of restricted stock forfeited by an executive officer as the market condition (related to share price performance) was not achieved. The March 31, 2021, non-vested shares of restricted stock presented in the table above includes 164,000 shares of restricted stock forfeited by an executive officer following his resignation from the Company on April 30, 2021. The amount of 164,000 shares of restricted stock comprised 107,200 shares of restricted stock with performance (related to agreed return on net asset value) and time-based vesting conditions, 30,000 shares of restricted stock with a market condition (related to share price performance) and time-based vesting conditions, and 26,800 shares of restricted stock with time-based vesting conditions. 26

12.Stock-based compensation (continued)

Stock option and restricted stock activity (continued)

Restricted stock (continued)

Effective January 1, 2022, the Company agreed to grant an advisor shares in lieu of cash for services provided to the Company during a contract term that will expire on December 31, 2022. The contract may be terminated early if certain agreed events occur. The advisor has agreed to receive 6,481 shares of the Company’s common stock per month as payment for services rendered and is not entitled to receive additional shares if the contract is terminated early due to the occurrence of the agreed events. The 6,481 shares granted per month was calculated using an agreed monthly fee of $35,000 divided by the Company’s closing market price on January 3, 2022, on the Nasdaq Global Select Market. The Company and the advisor have agreed that the Company will issue the shares to the advisor, in arrears, on a quarterly basis and that the shares may not be transferred until the earlier of December 31, 2022, or the occurrence of the agreed event. During the three months ended March 31, 2022, the Company recorded a stock-based compensation charge of $0.1 million and included the issuance of 19,443 shares of common stock in its issued and outstanding share count.

The Company recorded a stock-based compensation charge, net during the three months ended March 31, 2022 and 2021, of $0.6 million and $0.2 million, respectively, which comprised:

Total charge Allocated to cost of goods sold, IT processing, servicing and support Allocated to selling, general and administration
Three months ended March 31, 2022
Stock-based compensation charge $ 619 $ - $ 619
Reversal of stock compensation charge related to stock options and restricted stock forfeited (5) - (5)
Total - three months ended March 31, 2022 $ 614 $ - $ 614
Three months ended March 31, 2021
Stock-based compensation charge $ 245 $ - $ 245
Total - three months ended March 31, 2021 $ 245 $ - $ 245

The Company recorded a stock-based compensation charge, net during the nine months ended March 31, 2022 and 2021, of $1.7 million and $0.9 million respectively, which comprised:

a Total charge Allocated to cost of goods sold, IT processing, servicing and support Allocated to selling, general and administration
Nine months ended March 31, 2022
Stock-based compensation charge $ 1,751 $ - $ 1,751
Reversal of stock compensation charge related to stock options forfeited (40) - (40)
Total - nine months ended March 31, 2022 $ 1,711 $ - $ 1,711
Nine months ended March 31, 2021
Stock-based compensation charge $ 1,173 $ - $ 1,173
Reversal of stock compensation charge related to stock options and restricted stock forfeited (297) - (297)
Total - nine months ended March 31, 2021 $ 876 $ - $ 876

The stock-based compensation charges have been allocated to selling, general and administration based on the allocation of the cash compensation paid to the relevant employees. 27

12.Stock-based compensation (continued)

As of March 31, 2022, the total unrecognized compensation cost related to stock options was approximately $0.5 million, which the Company expects to recognize over approximately two years. As of March 31, 2022, the total unrecognized compensation cost related to restricted stock awards was approximately $4.8 million, which the Company expects to recognize over approximately three years.

As of March 31, 2022, and June 30, 2021, respectively, the Company recorded a deferred tax asset of approximately $0.3 million and $0.1 million, related to the stock-based compensation charge recognized related to employees of Net1. As of March 31, 2022, and June 30, 2021, respectively, the Company recorded a valuation allowance of approximately $0.3 million and $0.1 million, related to the deferred tax asset because it does not believe that the stock-based compensation deduction would be utilized as it does not anticipate generating sufficient taxable income in the United States. The Company deducts the difference between the market value on the date of exercise by the option recipient and the exercise price from income subject to taxation in the United States.

13.(Loss) Earnings per share

The Company has issued redeemable common stock which is redeemable at an amount other than fair value. Redemption of a class of common stock at other than fair value increases or decreases the carrying amount of the redeemable common stock and is reflected in basic earnings per share using the two-class method. There were no redemptions of common stock, or adjustments to the carrying value of the redeemable common stock during the three months ended March 31, 2022 and 2021. Accordingly, the two-class method presented below does not include the impact of any redemption. The Company’s redeemable common stock is described in Note 13 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2021.

Basic (loss) earnings per share includes shares of restricted stock that meet the definition of a participating security because these shares are eligible to receive non-forfeitable dividend equivalents at the same rate as common stock. Basic (loss) earnings per share has been calculated using the two-class method and basic (loss) earnings per share for the three months ended March 31, 2022 and 2021, reflects only undistributed earnings. The computation below of basic (loss) earnings per share excludes the net loss attributable to shares of unvested restricted stock (participating non-vested restricted stock) from the numerator and excludes the dilutive impact of these unvested shares of restricted stock from the denominator.

Diluted (loss) earnings per share has been calculated to give effect to the number of shares of additional common stock that would have been outstanding if the potential dilutive instruments had been issued in each period. Stock options are included in the calculation of diluted (loss) earnings per share utilizing the treasury stock method and are not considered to be participating securities, as the stock options do not contain non-forfeitable dividend rights. The Company has excluded employee stock options to purchase 185,902 and 172,113 shares of common stock from the calculation of diluted loss per share during the three and nine months ended March 31, 2022, because the effect would be antidilutive.

The calculation of diluted (loss) earnings per share includes the dilutive effect of a portion of the restricted stock granted to employees in May 2018, September 2018, February 2020, May 2021, July 2021, August 2021, November 2021, December 2021, February 2022 and March 2022, as these shares of restricted stock are considered contingently returnable shares for the purposes of the diluted (loss) earnings per share calculation and the vesting conditions in respect of a portion of the restricted stock had been satisfied. The vesting conditions for all awards made are discussed in Note 16 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2021. 28

13.(Loss) Earnings per share (continued)

The following table presents net loss attributable to Net1 and the share data used in the basic and diluted (loss) earnings per share computations using the two-class method:

Three months ended Nine months ended
March 31, March 31,
2022 2022 2021
(in thousands except (in thousands except
percent and percent and
per share data) per share data)
Numerator:
Net loss attributable to Net1 $ (3,327) (6,204) $ (28,727) $ (39,696)
Undistributed loss (3,327) (6,204) (28,727) (39,696)
Percent allocated to common shareholders
(Calculation 1) 98% 99% 99% 99%
Numerator for loss per share: basic and diluted $ (3,262) (6,172) $ (28,299) $ (39,300)
Denominator
Denominator for basic (loss) earnings per share:
weighted-average common shares outstanding 56,660 56,352 56,467 56,236
Effect of dilutive securities:
Stock options - 275 - 92
Denominator for diluted (loss) earnings per share: adjusted weighted average common shares outstanding and assuming conversion 56,660 56,627 56,467 56,328
Loss per share:
Basic $ (0.06) (0.11) $ (0.50) $ (0.70)
Diluted $ (0.06) (0.11) $ (0.50) $ (0.70)
(Calculation 1)
Basic weighted-average common shares outstanding (A) 56,660 56,352 56,467 56,236
Basic weighted-average common shares outstanding and unvested restricted shares expected to vest (B) 57,791 56,646 57,322 56,803
Percent allocated to common shareholders
(A) / (B) 98% 99% 99% 99%

All values are in US Dollars.

Options to purchase 408,252 shares of the Company’s common stock at prices ranging from $4.87 to $11.23 per share were outstanding during the three and nine months ended March 31, 2022, respectively, but were not included in the computation of diluted (loss) earnings per share because the options’ exercise price was greater than the average market price of the Company’s common stock. Options to purchase 425,784 shares of the Company’s common stock at prices ranging from $6.20 to $11.23 per share were outstanding during the three and nine months ended March 31, 2021, respectively, but were not included in the computation of diluted (loss) earnings per share because the options’ exercise price was greater than the average market price of the Company’s common stock. The options, which expire at various dates through February 3, 2032, were still outstanding as of March 31, 2022.

14.Supplemental cash flow information

The following table presents supplemental cash flow disclosures for the three and nine months ended March 31, 2022 and 2021:

Three months ended Nine months ended
March 31, March 31,
2022 2021 2022 2021
Cash received from interest $ 756 $ 537 $ 1,444 $ 1,746
Cash paid for interest $ 788 $ 707 $ 2,468 $ 2,251
Cash paid for income taxes $ 181 $ 211 $ 471 $ 16,382

29

14.Supplemental cash flow information (continued)

Disaggregation of cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash included on the Company’s unaudited condensed consolidated statement of cash flows includes restricted cash related to cash withdrawn from the Company’s debt facilities to fund ATMs. This cash may only be used to fund ATMs and is considered restricted as to use and therefore is classified as restricted cash. Cash, cash equivalents and restricted cash also includes cash in certain bank accounts that have been ceded to Nedbank. As this cash has been pledged and ceded it may not be drawn and is considered restricted as to use and therefore is classified as restricted cash as well. Refer to Note 8 for additional information regarding the Company’s facilities. The following table presents the disaggregation of cash, cash equivalents and restricted cash as of March 31, 2022 and 2021, and June 30, 2021:

March 31, 2022 March 31, 2021 June 30, 2021
Cash and cash equivalents $ 183,712 $ 207,814 $ 198,572
Restricted cash 56,336 19,016 25,193
Cash, cash equivalents and restricted cash $ 240,048 $ 226,830 $ 223,765

Leases

The following table presents supplemental cash flow disclosure related to leases for the three and nine months ended March 31, 2022 and 2021:

Three months ended March 31, Nine months ended March 31,
2022 2021 2022 2021
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases $ 902 $ 1,061 $ 2,665 $ 2,940
Right-of-use assets obtained in exchange for lease obligations
Operating leases $ 290 $ 796 $ 1,308 $ 2,497

15.Revenue recognition

Disaggregation of revenue

The following table presents the Company’s revenue disaggregated by major revenue streams, including a reconciliation to operating segments for the three months ended March 31, 2022:

Consumer Merchant Other Total
Processing fees $ 7,075 $ 8,136 $ 397 $ 15,608
South Africa 7,075 8,136 - 15,211
Rest of world - - 397 397
Technology products 40 7,877 - 7,917
Telecom products and services - 1,862 - 1,862
Lending revenue 5,614 - - 5,614
Insurance revenue 2,169 - - 2,169
Account holder fees 1,434 - - 1,434
Other 97 501 - 598
Total revenue, derived from the following geographic locations 16,429 18,376 397 35,202
South Africa 16,429 18,376 - 34,805
Rest of world $ - $ - $ 397 $ 397

30

15.Revenue recognition (continued)

Disaggregation of revenue (continued)

The following table presents the Company’s revenue disaggregated by major revenue streams, including a reconciliation to operating segments for the three months ended March 31, 2021:

Consumer Merchant Other Total
Processing fees $ 7,179 $ 6,810 $ 421 $ 14,410
South Africa^(1)^ 7,179 6,810 - 13,989
Rest of world - - 421 421
Technology products 87 2,179 - 2,266
Telecom products and services - 2,945 - 2,945
Lending revenue 5,474 - - 5,474
Insurance revenue 1,709 - - 1,709
Account holder fees 1,414 - - 1,414
Other 373 237 - 610
Total revenue, derived from the following geographic locations 16,236 12,171 421 28,828
South Africa 16,236 12,171 - 28,407
Rest of world $ - $ - $ 421 $ 421

The following table presents the Company’s revenue disaggregated by major revenue streams, including a reconciliation to operating segments for the nine months ended March 31, 2022:

Consumer Merchant Other Total
Processing fees $ 22,535 $ 24,633 $ 1,220 $ 48,388
South Africa 22,535 24,633 - 47,168
Rest of world - - 1,220 1,220
Technology products 252 15,851 - 16,103
Telecom products and services - 6,169 - 6,169
Lending revenue 16,171 - - 16,171
Insurance revenue 6,396 - - 6,396
Account holder fees 4,255 - - 4,255
Other 623 2,715 - 3,338
Total revenue, derived from the following geographic locations 50,232 49,368 1,220 100,820
South Africa 50,232 49,368 - 99,600
Rest of world $ - $ - $ 1,220 $ 1,220

The following table presents the Company’s revenue disaggregated by major revenue streams, including a reconciliation to operating segments for the nine months ended March 31, 2021:

Consumer Merchant Other Total
Processing fees $ 23,318 $ 20,496 $ 2,855 $ 46,669
South Africa^(1)^ 23,318 20,496 - 43,814
Rest of world - - 2,855 2,855
Technology products 158 13,723 - 13,881
Telecom products and services - 10,515 - 10,515
Lending revenue 14,962 - - 14,962
Insurance revenue 4,779 - - 4,779
Account holder fees 3,870 - - 3,870
Other 780 813 - 1,593
Total revenue, derived from the following geographic locations 47,867 45,547 2,855 96,269
South Africa 47,867 45,547 - 93,414
Rest of world $ - $ - $ 2,855 $ 2,855

31

16.Leases

The Company has entered into leasing arrangements classified as operating leases under accounting guidance. These leasing arrangements relate primarily to the lease of its corporate head office, administration offices and branch locations through which the Company operates its financial services business in South Africa. The Company’s operating leases have remaining lease terms of between one and five years. The Company also operates parts of its financial services business from locations which it leases for a period of less than one year. The Company’s operating lease expense during the three months ended March 31, 2022 and 2021 was $0.9 million and $1.1 million, respectively. The Company’s operating lease expense during the nine months ended March 31, 2022 and 2021 was $2.7 million and $2.9 million, respectively. The Company does not have any significant leases that have not commenced as of March 31, 2022.

The Company has also entered into short-term leasing arrangements, primarily for the lease of branch locations and other locations, to operate its financial services business in South Africa. The Company’s short-term lease expense during the three months ended March 31, 2022 and 2021, was $ 1.3 million and $ 1.0 million, respectively. The Company’s short-term lease expense during the nine months ended March 31, 2022 and 2021, was $ 3.9 million and $ 3.1 million, respectively.

The following table presents supplemental balance sheet disclosure related to the Company’s right-of-use assets and its operating lease liabilities as of March 31, 2022 and June 30, 2021:

March 31, June 30,
2022 2021
Right of use assets obtained in exchange for lease obligations:
Weighted average remaining lease term (years) 3.00 3.94
Weighted average discount rate (percent) 9.3 9.3

The maturities of the Company’s operating lease liabilities as of March 31, 2022, are presented below:

Maturities of operating lease liabilities
Year ended June 30,
2022 (excluding nine months to March 31, 2022) $ 917
2023 1,832
2024 861
2025 260
2026 -
Thereafter -
Total undiscounted operating lease liabilities 3,870
Less imputed interest 293
Total operating lease liabilities, included in 3,577
Operating lease liability - current 2,232
Operating lease liability - long-term $ 1,345

17.Operating segments

Change to internal reporting structure and restatement of previously reported information

During November 2021, the Company’s chief operating decision maker changed the Company’s operating and internal reporting structures following the establishment of a new management team and the Company’s decision to focus primarily on the South African market. The chief operating decision maker has decided to analyze the Company’s operating performance primarily based on operational lines which group financial services provided to customers (consumers) into the Consumer operating segment and goods and services provided to corporate and other juristic entities into the Merchant operating segment.

Reallocation of certain activities among operating segments

During the second quarter of fiscal 2022, the Company reorganized its operating segments by combining financial services provided to consumers (primarily individuals) from the Financial services operating segment with processing activities provided for customers within the Consumer operating segment, and by allocating processing activities performed for merchants (primarily corporate and juristic customers) from the Processing operating segment to the Merchant operating segment. Sales of hardware and licenses to customers (primarily corporate entities) included in the Technology operating segment have been allocated to the Merchant operating segment. Lastly, processing activities performed outside of South Africa have been allocated from the Processing operating segment to the Other operating segment. Segment results for the three and nine months ended March 31, 2022, reflect these changes to the operating segments. Previously reported information has been restated. 32

17.Operating segments (continued)

Operating segments

The Company discloses segment information as reflected in the management information systems reports that its chief operating decision maker uses in making decisions and to report certain entity-wide disclosures about products and services, and the countries in which the entity holds material assets or reports material revenues.

The Company currently has three reportable segments: Consumer, Merchant and Other. Consumer and Merchant operate mainly within South Africa and certain of the Company’s current and legacy activities outside of South Africa have been allocated to our Other operating segment. The Company’s reportable segments offer different products and services and require different resources and marketing strategies but share the Company’s assets.

The Consumer segment includes activities related to the provision of financial services to customers, including a bank account, loans and insurance products. The Company charges monthly administration fees for all bank accounts. Customers that have a bank account managed by the Company are issued cards that can be utilized to withdraw funds at an ATM or to transact at a merchant point of sale device (“POS”). The Company earns processing fees from transactions processed for these customers. The Company also earns fees on transactions performed by other banks’ customers utilizing its ATM or POS. The Company provides short-term loans to customers in South Africa for which it earns initiation and monthly service fees. The Company writes life insurance contracts, primarily funeral-benefit policies, and policy holders pay the Company a monthly insurance premium.

The Merchant segment includes activities related to the provision of goods and services provided to corporate and other juristic entities. The Company earns fees from processing activities performed for its customers and revenue generated from the distribution of prepaid airtime. The Company provides its customers with transaction processing services that involve the collection, transmittal and retrieval of all transaction data. This segment also includes sales of hardware and licenses to customers. Hardware includes the sale of POS devices, SIM cards and other consumables which can occur on an ad hoc basis. Licenses include the right to use certain technology developed by the Company.

The Other segment includes our operations outside South Africa and IPG’s processing activities for the applicable period through to the year ended June 30, 2021.

Corporate/Eliminations includes the Company’s head office cost center and the amortization of acquisition-related intangible assets. 33

17.Operating segments (continued)

Operating segments (continued)

The reconciliation of the reportable segment’s revenue to revenue from external customers for the three months ended March 31, 2022 and 2021, is as follows:

Revenue
Reportable Segment Inter-segment From external customers
Consumer $ 16,429 $ - $ 16,429
Merchant 18,478 102 18,376
Other 397 - 397
Total for the three months ended March 31, 2022 $ 35,304 $ 102 $ 35,202
Consumer $ 16,236 $ - $ 16,236
Merchant 12,171 - 12,171
Other 421 - 421
Total for the three months ended March 31, 2021 $ 28,828 $ - $ 28,828

The reconciliation of the reportable segment’s revenue to revenue from external customers for the nine months ended March 31, 2022 and 2021, is as follows:

Revenue
Reportable Segment Inter-segment From external customers
Consumer $ 50,232 $ - $ 50,232
Merchant 49,652 284 49,368
Other 1,220 - 1,220
Total for the nine months ended March 31, 2022 $ 101,104 $ 284 $ 100,820
Consumer $ 47,867 $ - $ 47,867
Merchant 45,623 76 45,547
Other 2,855 - 2,855
Total for the nine months ended March 31, 2021 $ 96,345 $ 76 $ 96,269

The Company evaluates segment performance based on segment earnings before interest, tax, depreciation and amortization (“EBITDA”), adjusted for items mentioned in the next sentence (“Segment Adjusted EBITDA”). The Company does not allocate depreciation and amortization, impairment of goodwill or other intangible assets, certain lease charges (“Lease adjustments”), non-recurring items (including gains or losses on disposal of investments, fair value adjustments to equity securities, fair value adjustments to currency options), interest income, interest expense, income tax expense or loss from equity-accounted investments to its reportable segments. The Lease adjustments reflects lease charge excluded from the calculation of Segment Adjusted EBITDA and are therefore reported as a reconciling item to reconcile the reportable segments Segment Adjusted EBITDA to the Company’s loss before income tax expense. 34

17.Operating segments (continued)

Operating segments (continued)

The reconciliation of the reportable segments measures of profit or loss to income before income taxes for the three and nine months ended March 31, 2022 and 2021, is as follows:

Three months ended Nine months ended
March 31, March 31,
2022 2021 2022 2021
Reportable segments measure of profit or loss $ (5,508) $ (10,652) $ (16,567) $ (25,209)
Operating loss: Corporate/Eliminations (2,560) (1,404) (8,775) (8,943)
Lease adjustments (890) (1,104) (2,647) (2,991)
Depreciation and amortization (463) (1,132) (2,084) (3,129)
Change in fair value of equity securities - 10,814 - 25,942
Gain related to fair value adjustment to currency options 6,120 - 3,691 -
Gain on disposal of equity securities 720 - 720 -
Loss on disposal of equity-accounted investment - Bank Frick - (472) - (472)
Loss on disposal of equity-accounted investment (346) - (346) (13)
Interest income 761 606 1,463 1,934
Interest expense (691) (744) (2,272) (2,168)
Loss before income taxes $ (2,857) $ (4,088) $ (26,817) $ (15,049)

35

17.Operating segments (continued)

Operating segments (continued)

The following tables summarize supplemental segment information for the three and nine months ended March 31, 2022 and 2021:

Three months ended Nine months ended
March 31, March 31,
2022 2021 2022 2021
Revenues
Consumer $ 16,429 $ 16,236 $ 50,232 $ 47,867
Merchant 18,478 12,171 49,652 45,623
Other 397 421 1,220 2,855
Total 35,304 28,828 101,104 96,345
Segment Adjusted EBITDA
Consumer^(1)^ (6,866) (7,610) (20,871) (19,395)
Merchant 1,271 273 3,951 4,471
Other 87 (3,315) 353 (10,285)
Total Segment Adjusted EBITDA (5,508) (10,652) (16,567) (25,209)
Corporate/Eliminations (2,560) (1,404) (8,775) (8,943)
Subtotal (8,068) (12,056) (25,342) (34,152)
Less: Lease adjustments 890 1,104 2,647 2,991
Less: Depreciation and amortization 463 1,132 2,084 3,129
Total operating loss (9,421) (14,292) (30,073) (40,272)
Depreciation and amortization
Consumer 226 798 1,377 2,275
Merchant 207 176 613 487
Other 13 66 43 106
Subtotal: Operating segments 446 1,040 2,033 2,868
Corporate/Eliminations 17 92 51 261
Total 463 1,132 2,084 3,129
Expenditures for long-lived assets
Consumer 713 99 1,523 3,343
Merchant 120 550 196 581
Other 1 - 2 23
Subtotal: Operating segments 834 649 1,721 3,947
Corporate/Eliminations - - - -
Total $ 834 $ 649 $ 1,721 $ 3,947

(1) Consumer Segment Adjusted EBITDA for the three and nine months ended March 31, 2022, includes reorganization costs of $5.9 million (refer also Note 1).

The segment information as reviewed by the chief operating decision maker does not include a measure of segment assets per segment as all of the significant assets are used in the operations of all, rather than any one, of the segments. The Company does not have dedicated assets assigned to a particular operating segment. Accordingly, it is not meaningful to attempt an arbitrary allocation and segment asset allocation is therefore not presented. 36

18.Income tax

Income tax in interim periods

For the purposes of interim financial reporting, the Company determines the appropriate income tax provision by first applying the effective tax rate expected to be applicable for the full fiscal year to ordinary income. This amount is then adjusted for the tax effect of significant unusual items, for instance, changes in tax law, valuation allowances and non-deductible transaction-related expenses that are reported separately, and have an impact on the tax charge. The cumulative effect of any change in the enacted tax rate, if and when applicable, on the opening balance of deferred tax assets and liabilities is also included in the tax charge as a discrete event in the interim period in which the enactment date occurs.

The South African corporate income tax rate is expected to reduce from 28% to 27% from July 1, 2022. The change in the income tax rate has not been enacted as of March 31, 2022, and accordingly all deferred taxes assets and liabilities related to the Company’s South African operations are still recorded using the enacted corporate income tax rate of 28%.

For the three and nine months ended March 31, 2022, the Company’s effective tax rate was impacted by the tax expense recorded by the Company’s profitable South African operations, non-deductible expenses, the on-going losses incurred by certain of the Company’s South African businesses and the associated valuation allowances created related to the deferred tax assets recognized regarding net operating losses incurred by these entities.

For the three months ended March 31, 2021, the Company’s effective tax rate was impacted by the tax effect of the change in the fair value of our equity securities (refer to Note 5), which is at a lower tax rate than the South African statutory rate, the tax expense recorded by the Company’s profitable South African operations, non-deductible expenses, the on-going losses incurred by IPG and certain of the Company’s South African businesses and the associated valuation allowances created related to the deferred tax assets recognized regarding net operating losses incurred by these entities.

For the nine months ended March 31, 2021, the Company’s effective tax rate was impacted by the tax effect of the change in fair value referred to above, tax expense recorded by the Company’s profitable South African operations, non-deductible expenses, the on-going losses incurred by IPG and certain of the Company’s South African businesses and the associated valuation allowances created related to the deferred tax assets recognized regarding net operating losses incurred by these entities, which was partially offset by the reversal of the deferred tax liability related to one of the Company’s equity-accounted investments following its impairment.

Uncertain tax positions

The Company had no significant uncertain tax positions during the three months ended March 31, 2022, and therefore, the Company had no accrued interest related to uncertain tax positions on its balance sheet. The Company does not expect changes related to its unrecognized tax benefits will have a significant impact on its results of operations or financial position in the next 12 months.

The Company has no unrecognized tax benefits. The Company files income tax returns mainly in South Africa, Germany, Hong Kong, India, the United Kingdom, Botswana and in the U.S. federal jurisdiction. As of March 31, 2022, the Company’s South African subsidiaries are no longer subject to income tax examination by the South African Revenue Service for periods before June 30, 2017. The Company is subject to income tax in other jurisdictions outside South Africa, none of which are individually material to its financial position, statement of cash flows, or results of operations.

19.Commitments and contingencies

Guarantees

The South African Revenue Service and certain of the Company’s customers, suppliers and other business partners have asked the Company to provide them with guarantees, including standby letters of credit, issued by a South African bank. The Company is required to procure these guarantees for these third parties to operate its business.

Nedbank has issued guarantees to these third parties amounting to ZAR 155.1 million ($10.7 million, translated at exchange rates applicable as of March 31, 2022) thereby utilizing part of the Company’s short-term facilities. The Company pays commission of between 0.4% per annum to 1.82% per annum of the face value of these guarantees and does not recover any of the commission from third parties. 37

19.Commitments and contingencies (continued)

Guarantees (continued)

The Company has not recognized any obligation related to these guarantees in its consolidated balance sheet as of March 31, 2022. The maximum potential amount that the Company could pay under these guarantees is ZAR 155.1 million ($10.7 million, translated at exchange rates applicable as of March 31, 2022). As discussed in Note 8, the Company has ceded and pledged certain bank accounts to Nedbank as security for these guarantees with an aggregate value of ZAR 155.1 million ($10.7 million translated at exchange rates applicable as of March 31, 2022). The guarantees have reduced the amount available under its indirect and derivative facilities in the Company’s short-term credit facility described in Note 8.

Contingencies

The Company is subject to a variety of insignificant claims and suits that arise from time to time in the ordinary course of business. Management currently believes that the resolution of these other matters, individually or in the aggregate, will not have a material adverse impact on the Company’s financial position, results of operations or cash flows.

20. Subsequent events

2022 Acquisitions

April 2022 acquisition of Connect

On October 31, 2021, the Company entered into a Sale of Shares Agreement (the “Sale Agreement”) with the Sellers (as defined in the Sale Agreement), Cash Connect Management Solutions Proprietary Limited (“CCMS”), Ovobix (RF) Proprietary Limited (“Ovobix”), Luxiano 227 Proprietary Limited (“Luxiano”) and K2021477132 (South Africa) Proprietary Limited (“K2021” and together with CCMS, Ovobix and Luxiano, “Connect”). Pursuant to the Sale Agreement, and subject to its terms and conditions, the Company’s wholly-owned subsidiary, Net1 SA, agreed to acquire, and the Sellers agreed to sell, all of the outstanding equity interests and certain claims in Connect. The transaction closed on April 14, 2022. The Company has commenced the purchase price allocation related to this transaction however the process had not been completed as of the date of filing this Quarterly Report on Form 10-Q on May 10, 2022. The Company expects to include its preliminary allocation of the purchase consideration related to this acquisition in its audited financial statements to be included in its Annual Report on Form 10-K for the year ended June 30, 2022.

The total purchase consideration was ZAR 3.8 billion ($262.0 million), comprising ZAR 3.5 billion ($238.2 million) in cash and ZAR 0.4 billion ($23.9 million) in 3,185,079 shares of the Company’s common stock. The 3,185,079 shares of common stock will be issued in three tranches on each of the first, second and third anniversaries of the closing and was calculated as ZAR 350.0 million divided by the sum of $7.50 multiplied by the closing date exchange rate (as defined in the Sale Agreement) of

$1:ZAR 14.65165.

The closing of the transaction was subject to customary closing conditions, including (i) approval from the competition authorities of South Africa, Namibia and Botswana, (ii) exchange control approval from the financial surveillance department of the South African Reserve Bank, and (iii) obtaining certain third-party consents. In addition, the closing of the transaction was subject to entry into definitive financing agreements by each of Net1 SA and CCMS for an aggregate of ZAR 2.35 billion in debt financing provided by Rand Merchant Bank and satisfying the conditions precedent for funding thereunder, of which ZAR 1.1 billion relates to the financing agreements described below and ZAR 1.25 billion related to finance agreements signed between CCMS and RMB. Of the ZAR1.25 billion related to CCMS, ZAR 250 million related to new debt as part of the funding of the acquisition. The definitive loan agreements became effective upon closing the transaction.

The South African competition authorities approved the transaction subject to certain public interest conditions relating to employment, increasing the spread of ownership by historically disadvantaged people (“HDPs”) and workers, and investing in supplier and enterprise development. Further to increasing the spread of ownership by HDPs, Net1 is required to establish an employee share ownership scheme (“ESOP”) within 24 months of the implementation of the Connect acquisition, that complies with certain design principles for the benefit of the workers of the merged entity to receive a shareholding in Net1 equal in value to at least 3% of the issued shares in Net1 at the date of the Connect acquisition. If within 24 months of the implementation date of the transaction, Net1generates a positive net profit for three consecutive quarters, the ESOP shall increase to 5% of the issued shares in Net1 at the date of the Connect acquisition. The final structure of the ESOP is contingent on Net1 shareholder approval and relevant regulatory and governance approvals. The ESOP had not been established as of May 10, 2022.

The Company believes that the acquisition significantly advances its vision to transform into the leading fintech platform for underserved consumers and merchants in South Africa. The combination is strategically important because it combines complementary product offerings to drive stronger unit economics, facilitates expansion of the addressable market to informal MSMEs, Connect has an attractive financial profile with strong and profitable growth, merges highly skilled teams with complementary expertise and allows the combined group to better serve the underserved in South Africa through the provision of dignified financial services to people and businesses who are underserved by the financial system. 38

20. Subsequent events (continued)

New borrowings – South Africa

July 2017 Facilities, as amended, comprising long-term borrowings (Facility G and Facility H) and a short-term facility (Facility E)

Long-term facilities - Facility G and Facility H

The Company, through Net1 SA, entered into a Fourth Amendment and Restatement Agreement, which includes, among other agreements, an Amended and Restated Common Terms Agreement, a Senior Facility G Agreement and a Senior Facility H Agreement (collectively, the “Loan Documents”) with RMB and Main Street 1692 (RF) Proprietary Limited (“Debt Guarantor”), a South African company incorporated for the sole purpose of holding collateral for the benefit of the Lenders and acting as debt guarantor, and certain other parties. The Loan Documents were further amended through letter agreements, which form part of the Loan Documents, in March 2022 and the disclosure in this note includes the amended terms. Net1 agreed to guarantee the obligations of Net1 SA to the Lenders. The Loan Documents became effective upon closing the transaction and the Company drew down on the facilities on April 14, 2022.

The Loan Documents contain customary covenants that require Net1 SA to maintain a specified total asset cover ratio, maintain group cash balances (as defined in the Loan Documents) above ZAR 300.0 million, and restrict the ability of Net1, Net1 SA, and certain of its subsidiaries to make certain distributions with respect to their capital stock, prepay other debt, encumber their assets, incur additional indebtedness, make investment above specified levels, engage in certain business combinations and engage in other corporate activities. The group cash balances may go below ZAR 300 million to the extent equivalent credit support is provided by the VCP Investment Fund and/ or VCP Investment Portfolios (“VCP Investors”), and such support exceeds ZAR 350 million, but such reduction below ZAR 300 million is limited by a further ZAR 80 million to ZAR 220 million.

Pursuant to the Senior Facility G Agreement, Net1 SA may borrow up to an aggregate of ZAR 768.975 million (“Facility G”) for the sole purposes of funding the acquisition of the Target Companies and paying transaction costs. Facility G is required to be repaid on the date which is 18 months after the first utilization of Facility G. Interest on Facility G is payable quarterly in arrears based on the 3-month Johannesburg Interbank Agreed Rate (“JIBAR”) in effect from time to time plus a margin of (i) 3.00% per annum for the first nine months occurring after the effective date (as defined in the Loan Documents); and then (ii) from the date after the nine month period in (i), (x) 2.50% per annum if the Facility G balance outstanding is less than or equal to ZAR 250.0 million, or (y) 3.00% per annum if the Facility G balance is between ZAR 250.0 million to ZAR 450.0 million, or (z) 3.50% per annum if the Facility G balance is greater than ZAR 450.0 million. The interest rate shall increase by a further 2.00% per annum in the event of default (as defined in the Loan Documents). Net1 SA paid a non-refundable deal origination fee of ZAR 11.25 million to the Lenders related to Facility G on closing.

Pursuant to the Senior Facility H Agreement, Net1 SA may borrow up to an aggregate of ZAR 350.0 million (“Facility H”) for the sole purposes of funding the acquisition of the Target Companies and paying transaction costs. Facility H is required to be repaid on the date which is 18 months after the first utilization of Facility H. Interest on Facility H is payable quarterly in arrears based on JIBAR in effect from time to time plus a margin of 2.00% per annum which increases by a further 2.00% per annum in the event of default (as defined in the Loan Documents). Net1 SA paid a non-refundable deal origination fee of ZAR 5.25 million to the Lenders related to Facility H on closing.

Facility G and Facility H are secured by a pledge of certain of the Company’s bank accounts, and the cession of Net1’s shareholding in certain of its subsidiaries.

The Facility H Agreement provides the Lenders with a right to discuss the capitalization of the Net1 group with its management and Value Capital Partners Proprietary Limited (“VCP”) if Net1’s market capitalization on the NASDAQ Global Select Market (based on the closing price on the NASDAQ Global Select Market) on any day falls below the USD equivalent of ZAR 3.250 billion (or such other amount agreed by the parties). VCP is required to maintain an asset cover ratio above 5.00:1.00, calculated as the total VCP investment fund net asset value (as defined in the Facility H agreement) divided by the Facility H borrowings outstanding, measured as of March, June, September and December each year (as applicable) (each a “Measurement Date”). The Lenders require Net1 SA to deliver a compliance certificate procured from VCP as of each applicable Measurement Date, which shows the computation of the asset cover ratio. 39

20. Subsequent events (continued)

Connect’s borrowing

The Company, through CCMS, entered into a Facilities Agreement (the “CCMS Facilities Agreement”) with RMB in January 2022. The CCMS Facilities Agreement was further amended through letter agreements, which form part of the CCMS Facilities Agreement, in March and April 2022, respectively, and the disclosure in this note includes the amended terms. The CCMS Facilities Agreement became effective upon closing the transaction.

The CCMS Facilities Agreement provides for total facilities of ZAR 1.3 billion comprising a Facility A term loan of ZAR 700 million (“Facility A Loan”), a Facility B term loan of ZAR 350 million (“Facility B Loan”), and a general banking facility of ZAR 205.0 million. The amount available under the general banking facility will reduce to ZAR 125.0 million on March 23, 2023. CCMS paid a non-refundable structuring fee of approximately ZAR 4.8 million in April 2022. Interest on the loans is payable quarterly based on JIBAR plus a margin in effect from time to time.

On April 14, 2022, the CCMS utilized the entire amount of Facility A and Facility B and approximately ZAR 211.0 million of the general banking facility to repay its existing borrowings and to settle obligations under the Sales Agreement. Principal repayments related to the Facility A Loan and the Facility B Loan are due at the end of each of the Company’s fiscal quarters. The table below presents payments due within the twelve months ended March 31, for each of the periods specified:

Facility A Loan Facility B Loan
ZAR '000 ZAR '000
Total facility ZAR 700,000 ZAR 350,000
Repayments due within the twelve months ended:
March 31, 2023 - (56,250)
March 31, 2024 - (75,000)
March 31, 2025 - (93,750)
March 31, 2026 - (118,750)
March 31, 2027 (137,500) (6,250)
March 31, 2028 ZAR (562,500) ZAR -

Borrowings under the CCMS Facilities Agreement are secured by a pledge by CCMS of, among other things, all of its equity shares, its entire equity interests in equity securities it owns and any claims outstanding. The CCMS Facilities Agreement contains customary covenants that require CCMS to maintain a specified debt service and interest cover and leverage ratio.

Interest on the Facility A Loan and the Facility B Loan is payable quarterly in arrears based on the Johannesburg Interbank Agreed Rate (“JIBAR”) in effect from time to time for the interest period (as defined in the CCMS Facilities Agreement) plus a margin of (i) 4.00% per annum while the leverage ratio is greater than or equal to 3.50 times; (ii) 3.75% per annum while the leverage ratio is between 2.50 times and 3.50 times, or (iii) 3.40% per annum while the leverage ratio is less than or equal to 2.50 times.

VCP Securities Purchase Agreement

On March 22, 2022, Net1 and Net1 SA entered into a Securities Purchase Agreement (the “VCP Agreement”) with Value Capital Partners Proprietary Limited (“VCP”) whereby VCP will procure that one or more funds under its management (the “Purchasing Funds”) will subscribe for, and Net1 will have the obligation to issue and sell to the Purchasing Funds, ZAR 350.0 million of common stock of Net1 if (i) an event of default occurs under Facility G or Facility H, (ii) Net1 SA fails to pay all outstanding amounts in respect of Facility H on the maturity date of such facility, or (iii) the market capitalization of Net1 on the Nasdaq Global Select Market (based on the closing price on such exchange) falls and remains below the U.S. dollar equivalent of ZAR 2.6 billion on more than one day. The VCP Agreement contains customary representations and warranties from Net1 and VCP and covenants from Net1 and Net1 SA. In connection with the VCP Agreement, Net1 SA agreed to pay VCP a commitment fee in an amount equal to ZAR 5.25 million.

Additionally, Net1, Net1 SA and VCP entered into a Step-In Rights Letter on March 22, 2022 with RMB, which provides RMB with step in rights to perform the obligations or enforce the rights of Net1 and Net1 SA under the VCP Agreement to the extent that Net1 and Net1 SA fail to do so and do not remedy such failure within two business days of notice of such failure.

Grant of shares of restricted stock to Connect employees

On April 14, 2022, the Company granted 1,250,486 shares of restricted stock to employees of Connect pursuant to the Sale Agreement. The award includes an equalization mechanism to maintain a return of $7.50 per share of restricted stock upon vesting through the issue of restricted stock units. The conversion of restricted stock units to shares cannot exceed 50% under the terms of the award. The Company has not finalized the accounting for the grant of these equity awards and expects to conclude this matter together with its purchase accounting process referenced above. 40

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our Annual Report on Form 10-K for the year ended June 30, 2021, and the unaudited condensed consolidated financial statements and the accompanying notes included in this Form 10-Q.

Forward-looking statements

Some of the statements in this Form 10-Q constitute forward-looking statements. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, implied or inferred by these forward-looking statements. Such factors include, among other things, those listed under Item 1A.—“Risk Factors” in our Annual Report on Form 10-K for the year ended June 30, 2021. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of such terms and other comparable terminology.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we do not know whether we can achieve positive future results, levels of activity, performance, or goals. Actual events or results may differ materially. We undertake no obligation to update any of the forward-looking statements after the date of this Form 10-Q to conform those statements to reflect the occurrence of unanticipated events, except as required by applicable law.

You should read this Form 10-Q and the documents that we reference herein and the documents we have filed as exhibits hereto and thereto and which we have filed with the United States Securities and Exchange Commission completely and with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

Recent Developments

Adopting a new brand and identity

As we embarked on creating a world class financial technology platform and repositioning ourselves for growth, it became evident we required a new identity that would resonate with our customers and employees. It was important for our new identity to authentically express our commitment to the local communities we serve and our ambition to drive financial inclusion by giving ordinary people and small businesses access to essential financial services.

For thousands of years livestock have been seen as a symbol of security, community and wealth and protecting one’s livestock was central to preserving the dignity and pride of a community. To ensure the best possible protection, an enclosure commonly known as a “kraal” in South Africa, was built in the center of the community. A kraal is seen as the social and economic heart of a village and only the most reliable people are entrusted with its care and protection. The word Lesaka means Kraal in Setswana and Sesotho, two of South Africa’s official languages, and it was agreed by our shareholders that the existing company name Net1, should change to Lesaka, which aptly represents our new group and its vision.

As Lesaka, we are on a mission to build and protect the financial wellbeing of our communities and our intention is to protect the vulnerable and underserved, by providing widespread access to essential financial services.

Update on our strategic focus areas

In the prior quarter we communicated the following four key pillars, that remain critical to the successful transformation of our company, to becoming a leading South African full-service fintech platform:

 Growing the existing merchant business;

 Returning the consumer business to breakeven;

 Transforming our organization into a world class fintech platform; and

 Strengthening our relationships with key stakeholders.

Focused effort throughout the third quarter to deliver on each of these pillars delivered positive momentum, repositioning the business to capture the long-term growth opportunities across both our merchant and consumer businesses.

Growing the existing Merchant business

On April 14, 2022, we announced the closing of the Connect Group acquisition for a consideration of ZAR 3.8 billion ($264.0 million). This transformational acquisition positions the Group as a leading fintech company, offering a broad range of financial services and products to consumers (“B2C”) and merchants (“B2B”) across both the formal and informal sectors. 41

There are approximately 1.4 million informal and approximately 700,000 formal micro, small and medium enterprises (“MSME”) in South Africa. With market leading affordable products and technologies, the Connect Group is well positioned to continue its growth in the MSME sector. The Connect Group’s MSME offering, combined with our EasyPay platform targeting the larger merchants, and our point-of-sale business, provides a suite of products and services to address the needs of the entire spectrum of merchants in South Africa.

Mr. Steve Heilbron, CEO of the Connect Group, joined our board on April 14, 2022, and will be responsible for heading up our Merchant business. Integrating the Connect Group will be a focus area for us for the remainder of the fiscal year, to ensure we capitalize on the growth opportunity delivered by this acquisition.

Refer to Note 20 to our unaudited condensed consolidated financial statements for additional information related to the acquisition.

Returning the Consumer business to breakeven

We have made significant progress in returning the Consumer segment to break-even and are encouraged with the Segment Adjusted EBITDA loss of $6.9 million (which includes reorganization costs of $5.9 million), or $1.0 million after adjusting for the $5.9 million of reorganization costs related to Project Spring. However, transforming the business and culture, from one which was focused on the logistics of efficiently distributing grant to over ten million grant recipients each month, to a sales focused organization remains a challenge we are focused on. We have commenced the work on training and building our sales force, but this will take time. We continue to work towards achieving a monthly Segment Adjusted EBITDA break-even position for our consumer business by the end of the fourth quarter, however certain elements may take longer than originally anticipated.

The Consumer segment continues to show considerable improvement in performance from a year ago and positive momentum was achieved during the third quarter of fiscal 2022, through focusing on the three levers previously communicated:

 Increasing active EPE account numbers, through driving customer acquisition;

 Improving ARPU, underpinned by increased cross selling; and

 Optimizing the cost structure, in line with a focus on customer centricity.

Progress on driving customer acquisition

We grew our total customer base by approximately 38,300 net active customers of which around 9,700 were EPE lite customers and around 28,600 were EPE customers, ending the quarter with just over 1.1 million active customers. This active account growth is slower than what we had anticipated. We did, however, register 136,000 gross account openings during the quarter, and have initiated a workstream focusing on improving account activation and utilization. This included the introduction of a dedicated call center focused on assisting customers with activating their accounts and proactively resolving any issues they may be facing during the activation process. Additionally, our salesforce is now incentivized on account activations and not account openings.

Utilizing improved data analytics and ongoing market research, we continue to gain better insights into our customers and their needs, allowing us to develop effective marketing campaigns and incentives to drive customer growth. A promotional campaign was launched late March 2022, which had a positive impact on new account openings and activations, and we expect this momentum to continue into the fourth quarter of fiscal 2022.

Progress on cross selling

ARPU remains broadly in line with our targeted ARPU range. We had approximately 415,000 active loans at the end of the quarter, representing a 38% penetration of our active EPE customer base, with a total loan book of ZAR 359 million ($24.7 million) as of March 31, 2022, up 6% in ZAR compared with March 2021. Despite the average loan size growing to R1,417, up 10% year on year, the portfolio loss ratio, calculated as the loans written off during the period as a percentage of the total loan book, remains encouragingly low at around 1.0% for the quarter, as a result of our ongoing application of prudent credit scoring and a culture of responsible lending.

Our funeral insurance product provides an important growth opportunity for our cross-selling strategy, with penetration levels averaging 18% of the active account base. Over 5,500 new standalone policies were initiated during the quarter, growing the total number of active policies to approximately 247,300, up 3.8% compared with March 2021.

A delivery of fifty-two ATMs were received during the quarter. These ATMs will provide additional cross-selling opportunities as the year progresses, as they are enabled to include the added functionality of selling value added services, loans and insurance. Their “through the wall” installations allow them to be deployed in locations which are accessible to customers 24/7. 42

Progress on cost optimization

In order to optimize the overall cost base and to move the business towards a sales-focused and client solution driven financial services organization, we launched Project Spring during the 2022 financial year. Project Spring focused on the restructuring of our financial services business and the rationalization of the distribution network. Pursuant to Project Spring, a detailed review of the distribution network was performed, to identify underperforming branches and optimize our points of presence, while a significant exercise is underway to ensure our ATM footprint meets the needs of our customer base. We also embarked on a retrenchment process pursuant to Section 189A of the South African Labour Relations Act (“Labour Act”). The Section 189A process requires an employer, before retrenching, to consult with any person affected by the retrenchment process for 60 days. We commenced this process on January 10, 2022, and completed the process during March 2022, recording a total charge during the third quarter of fiscal 2022 of $5.9 million. Please refer to Note 1 to our unaudited condensed consolidated financial statements for additional information.

The Section 189A process, which is now complete, was a difficult and uncertain time for many employees.

Significant progress has been made on optimizing the cash distribution and ATM network. Our large fleet of mobile ATMs and the associated distribution and security costs have been eliminated. Following a review of the ATM placements, over 50% of our ATM network are now positioned in retailers, providing greater footfall and longer operating hours compared to our branches.

We estimate that the aggregate annualized cost saving for Project Spring is over ZAR 300.0 million.

Transforming our organization into a world class fintech platform

Building a world class fintech platform requires highly talented people, an environment where they can outperform and a clear vision and strategy, where everyone is aligned and understands their role in achieving that vision.

On March 1, 2022, Mr. Naeem Kola joined our board and became our Group CFO. On the same date, Mr. Alex Smith stepped down as CFO, resigned from our board and took up his new role as Chief Accounting Officer. During this quarter, we also successfully recruited a head of Legal and Company Secretarial, Verna Douman. Verna is a qualified seasoned attorney, with over 25 years experience in corporate, banking and finance sectors.

The majority of the new senior leadership team has been finalized and have all now commenced their employment contracts. The leadership team has deep and relevant experience to deliver on the mission of the Company, with the necessary governance structures in place.

Further to the South African Competition Tribunal’s approval of the Connect Group acquisition, their approval was subject to the company implementing an employee share transaction (“ESOP”) of at least 3% of the issued shares of the company, to increase the spread of ownership by historically disadvantaged people and workers. If within 24 months of the implementation date of the Connect Group transaction, the company generates a positive net profit for 3 consecutive quarters, the ESOP shall increase to 5% of the issued shares. The final structure of the ESOP is contingent on shareholder approval and relevant regulatory and governance approvals.

Improving stakeholder engagements

We continue to build our relationship with SASSA, through proactive engagement at a local, provincial and national level, to gain a better understanding of their needs and how we can help and improve the delivery of social grants to over 12 million grant recipients. Good progress has been made in this regard during the quarter.

Investments

There has been no change to the carrying value of our investment in MobiKwik during this quarter. MobiKwik filed its draft red herring prospectus in July 2021, with the original intention of completing its initial public offering in November 2021. MobiKwik decided to delay its initial public offering given prevailing market conditions and will reassess their options as market conditions change. MobiKwik has been focusing on its buy now pay later (BNPL) offering and has seen significant growth in that area in the last year.

On March 15, 2022, Blue Label Telecoms Limited, the largest shareholder in Cell C, announced that it has concluded a non-binding term sheet (“Umbrella Restructure Term Sheet”) with Cell C and various Cell C financial stakeholders. In terms of the Umbrella Restructure Term Sheet, Cell C will be restructured and refinanced with the purpose of deleveraging its balance sheet, providing it with liquidity with which to operate and grow its businesses and to position itself to achieve long term success for the benefit of its customers, employees, creditors, shareholders, and other stakeholders. The long form agreements, which will be binding, are currently in process of preparation and will incorporate the terms and conditions contained in the Umbrella Restructure Term Sheet. Our investment in Cell C is held at a carrying value of $0 (zero) as of March 31, 2022. 43

Impact of COVID-19

While we have not experienced significant disruptions thus far from the COVID-19 outbreak, we are unable to accurately predict the impact that COVID-19 will have due to numerous uncertainties, including the severity of the disease, the duration of the outbreak, actions that may be taken by governmental authorities, the impact on our customers and other factors identified in Part I, Item 1A. “Risk Factors— We are unable to ascertain the full impact the COVID-19 pandemic will have on our future financial position, operations, cash flows and stock price” in our Annual Report on Form 10-K for the year ended June 30, 2021. We will continue to evaluate the nature and extent of the impact to our business, consolidated results of operations, and financial condition.

Critical Accounting Policies

Our unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions about future events that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities, including the ongoing uncertainty in the current economic environment due to the outbreak of COVID-19. As future events and their effects cannot be determined with absolute certainty, the determination of estimates requires management’s judgment based on a variety of assumptions and other determinants such as historical experience, current and expected market conditions and certain scientific evaluation techniques.

Critical accounting policies are those that reflect significant judgments or uncertainties and may potentially result in materially different results under different assumptions and conditions. We have identified the following critical accounting policies that are described in more detail in our Annual Report on Form 10-K for the year ended June 30, 2021:

 Valuation of investment in Cell C;

 Recoverability of equity-accounted investments and other equity securities;

 Business combinations and the recoverability of goodwill;

 Intangible assets acquired through acquisitions;

 Deferred taxation;

 Stock-based compensation; and

 Accounts receivable and allowance for doubtful accounts receivable.

Recent accounting pronouncements adopted

Refer to Note 1 to our unaudited condensed consolidated financial statements for a full description of accounting pronouncements adopted, including the dates of adoption and the effects on our unaudited condensed consolidated financial statements.

Recent accounting pronouncements not yet adopted as of March 31, 2022

Refer to Note 1 to our unaudited condensed consolidated financial statements for a full description of recent accounting pronouncements not yet adopted as of March 31, 2022, including the expected dates of adoption and effects on our financial condition, results of operations and cash flows.

Currency Exchange Rate Information

Actual exchange rates

The actual exchange rates for and at the end of the periods presented were as follows:

Table 1 Three months ended Nine months ended Year ended
March 31, March 31, June 30,
2022 2021 2022 2021 2021
ZAR : $ average exchange rate 15.2360 14.9650 15.0965 15.8390 15.4146
Highest ZAR : $ rate during period 15.9536 15.4724 16.2968 17.6866 17.6866
Lowest ZAR : $ rate during period 14.4916 14.4689 14.1630 14.4689 13.4327
Rate at end of period 14.5526 14.8278 14.5526 14.8278 14.3010

44

Picture 2

Translation exchange rates for financial reporting purposes

We are required to translate our results of operations from ZAR to U.S. dollars on a monthly basis. Thus, the average rates used to translate this data for the three and nine months ended March 31, 2022 and 2021, vary slightly from the averages shown in the table above. The translation rates we use in presenting our results of operations are the rates shown in the following table:

Three months ended Nine months ended Year ended
Table 2 March 31, March 31, June 30,
2022 2021 2022 2021 2021
Income and expense items: $1 = ZAR 15.6119 14.9575 14.9875 16.1174 15.7162
Balance sheet items: $1 = ZAR 14.5526 14.8278 14.5526 14.8278 14.3010

Results of Operations

The discussion of our consolidated overall results of operations is based on amounts as reflected in our unaudited condensed consolidated financial statements which are prepared in accordance with U.S. GAAP. We analyze our results of operations both in U.S. dollars, as presented in the unaudited condensed consolidated financial statements, and supplementally in ZAR, because ZAR is the functional currency of the entities which contribute the majority of our revenue and is the currency in which the majority of our transactions are initially incurred and measured. Due to the significant impact of currency fluctuations between the U.S. dollar and the ZAR on our reported results and because we use the U.S. dollar as our reporting currency, we believe that the supplemental presentation of our results of operations in ZAR is useful to investors to understand the changes in the underlying trends of our business.

Our operating segment revenue presented in “—Results of operations by operating segment” represents total revenue per operating segment before intercompany eliminations. A reconciliation between total operating segment revenue and revenue presented in our unaudited condensed consolidated financial statements is included in Note 17 to those statements. Our CODM evaluates segment performance based on segment earnings before interest, tax, depreciation and amortization (“EBITDA”), adjusted for items mentioned in the next sentence (“Segment Adjusted EBITDA”). We do not allocate depreciation and amortization, impairment of goodwill or other intangible assets, certain lease charges (“Lease adjustments”), non-recurring items (including gains or losses on disposal of investments, fair value adjustments to equity securities, fair value adjustments to currency options), interest income, interest expense, income tax expense or loss from equity-accounted investments to our reportable segments. The Lease adjustments reflect lease charges excluded from the calculation of Segment Adjusted EBITDA and are therefore reported as a reconciling item to reconcile the reportable segments’ Segment Adjusted EBITDA to the Company’s loss before income tax expense. A reconciliation of this Segment Adjusted EBITDA to the nearest GAAP measure (net income (loss) before income tax) is included in Note 17 to our unaudited condensed consolidated financial statements. Unless otherwise stated, reference to EBITDA in the discussion below relates to Segment Adjusted EBITDA. 45

We analyze our business and operations in terms of three inter-related but independent operating segments: (1) Consumer, (2) Merchant and (3) Other. In addition, corporate and corporate office activities that are impracticable to allocate directly to any of the other operating segments, as well as any inter-segment eliminations, are included in Corporate/Eliminations.

Third quarter of fiscal 2022 compared to third quarter of fiscal 2021

The following factors had a significant impact on our results of operations during the third quarter of fiscal 2022 as compared with the same period in the prior year:

 Higher revenue: Our revenues increased 27% in ZAR primarily due to an increase in hardware sales, an increase in merchant transaction processing fees, and moderate increases in lending and insurance revenues, which was partially offset by lower prepaid airtime sales;

 Lower operating losses: Operating losses decreased, delivering an improvement of 31% in ZAR compared with the prior period primarily due to an increase in revenue, the closure of the loss-making IPG operations and the implementation of various cost reduction initiatives in our Consumer business. During the quarter, we recorded a reorganization charge of $5.9 million related to the retrenchment process we commenced in January 2022; and

 Foreign exchange movements: The U.S. dollar was 4% stronger against the ZAR during the third quarter of fiscal 2022, which impacted our reported results.

Consolidated overall results of operations

This discussion is based on the amounts prepared in accordance with U.S. GAAP.

The following tables show the changes in the items comprising our statements of operations, both in U.S. dollars and in ZAR:

Table 3 In United States Dollars
Three months ended March 31,
2022 2021
$ ’000 $ ’000 change
Revenue 35,202 28,828 22%
Cost of goods sold, IT processing, servicing and support 23,008 23,096 (0%)
Selling, general and administration 15,184 18,892 (20%)
Depreciation and amortization 463 1,132 (59%)
Reorganization costs 5,852 - nm
Transaction costs related to Connect Group acquisition 116 - nm
Operating loss (9,421) (14,292) (34%)
Change in fair value of equity securities - 10,814 nm
Gain related to fair value adjustment to currency options 6,120 - nm
Loss on disposal of equity-accounted investment 346 - nm
Gain on disposal of equity securities 720 - nm
Loss on disposal of equity-accounted investment - Bank Frick - 472 nm
Interest income 761 606 26%
Interest expense 691 744 (7%)
Loss before income tax expense (2,857) (4,088) (30%)
Income tax expense 470 2,171 (78%)
Net loss before earnings from equity-accounted investments (3,327) (6,259) (47%)
Earnings from equity-accounted investments - 55 nm
Net loss attributable to us (3,327) (6,204) (46%)

46

Table 4 In South African Rand
Three months ended March 31,
2022 2021
ZAR ’000 ZAR ’000 change
Revenue 549,571 431,195 27%
Cost of goods sold, IT processing, servicing and support 359,199 345,458 4%
Selling, general and administration 237,051 282,577 (16%)
Depreciation and amortization 7,228 16,932 (57%)
Reorganization costs 91,361 - nm
Transaction costs related to Connect Group acquisition 1,811 - nm
Operating loss (147,079) (213,772) (31%)
Change in fair value of equity securities - 161,750 nm
Gain related to fair value adjustment to currency options 95,545 - nm
Loss on disposal of equity-accounted investment 5,402 - nm
Gain on disposal of equity securities 11,241 - nm
Loss on disposal of equity-accounted investment - Bank Frick - 7,060 nm
Interest income 11,881 9,064 31%
Interest expense 10,788 11,128 (3%)
Loss before income tax expense (44,602) (61,146) (27%)
Income tax expense 7,338 32,473 (77%)
Net loss before earnings from equity-accounted investments (51,940) (93,619) (45%)
Earnings from equity-accounted investments - 823 nm
Net loss attributable to us (51,940) (92,796) (44%)

The increase in revenue was primarily due to an increase in hardware sales, an increase in merchant transaction processing fees, and moderate increases in lending and insurance revenues, which was partially offset by lower prepaid airtime sales.

The increase in cost of goods sold, IT processing, servicing and support was primarily due to higher costs related to hardware sales and higher expenses related to an increase in merchant transaction processing activities, which was partially offset by the implementation of various cost reduction initiatives in our Consumer business, as well as a lower cost of prepaid airtime.

In ZAR, the decrease in selling, general and administration expense was due to both lower IPG-related expenses incurred following its closure and some benefits from our cost reduction initiatives, which were partially offset by higher employee-related expenses related to the growth in our senior management team, and the year-over-year impact of inflationary increases on employee-related expenses.

Depreciation and amortization decreased primarily due to lower overall depreciation related to tangible assets that were fully depreciated during the last 12 months.

We embarked on a retrenchment process on January 10, 2022, and incurred reorganization expenses of $5.9 million during the third quarter of fiscal 2022.

Transaction costs related to the Connect Group acquisition include fees paid to external service providers for various advisory services procured.

Our operating loss margin for the third quarter of fiscal 2022 and 2021 was (22.9%) and (41.8%), respectively. We discuss the components of operating loss margin under “—Results of operations by operating segment.”

The change in fair value of equity securities during the third quarter of fiscal 2021, represents a non-cash fair value adjustment gain related to MobiKwik. We continue to carry our investment in Cell C at $0 (zero). Refer to Note 5 to our unaudited condensed consolidated financial statements for the methodology and inputs used in the fair value calculation for MobiKwik and Note 4 for the methodology and inputs used in the fair value calculation for Cell C.

Gain related to fair value adjustment to currency options represents the net mark-to-market adjustments to foreign exchange option contracts entered into in November 2021 in order to manage the risk of currency volatility and to fix the USD amount to be utilized for part of the Connect Group purchase consideration settlement. The foreign exchange option contract matured on February 24, 2022. Refer to Note 4 to our unaudited condensed consolidated financial statements for additional information related to these currency options.

We recorded a gain of $0.7 million related to the disposal of our entire interest in an equity security during the third quarter of fiscal 2022. Refer to Note 5 to our unaudited condensed consolidated financial statements for additional information regarding this gain. 47

We recorded a loss of $0.3 million related to the disposal of a minor portion of our investment in Finbond during the third quarter of fiscal 2022. Refer to Note 5 to our unaudited condensed consolidated financial statements for additional information regarding this disposal.

We recorded a loss of $0.5 million related to the disposal of Bank Frick during the third quarter of fiscal 2021.

Interest on surplus cash increased to $0.8 million (ZAR 11.9 million) from $0.6 million (ZAR 9.1 million), primarily due to higher average ZAR denominated cash balances and higher interest rates during the third quarter of fiscal 2022. The higher ZAR denominated cash balances arose as we converted dollar funds into ZAR in anticipation of the Connect Group acquisition closing.

Interest expense decreased to $0.7 million (ZAR 10.8 million) from $0.7 million (ZAR 11.1 million), primarily as a result of a lower utilization of our ATM facilities to fund our ATMs, which decrease was partially offset by higher rates during the third quarter of fiscal 2022.

Fiscal 2022 tax expense was $0.5 million (ZAR 7.3 million) compared to $2.2 million (ZAR 32.5 million) in fiscal 2021. Our effective tax rate for fiscal 2022 was impacted by the tax expense recorded by our profitable South African operations, non-deductible expenses, the on-going losses incurred by certain of our South African businesses and the associated valuation allowances created related to the deferred tax assets recognized regarding net operating losses incurred by these entities.

Our effective tax rate for fiscal 2021 was impacted by the tax effect on the change in the fair value of our equity securities, which is at a lower tax rate than the South African statutory rate, the tax charge related to our profitable South African operations, non-deductible expenses, the on-going losses incurred by certain of our South African businesses and the associated valuation allowances created related to the deferred tax assets recognized regarding net operating losses incurred by these entities.

Bank Frick was sold in the third quarter of fiscal 2021 and was accounted for using the equity method up until disposal. Finbond is listed on the Johannesburg Stock Exchange and reports its six-month results during our first quarter and its annual results during our fourth quarter. The table below presents the relative (loss) earnings from our equity accounted investments:

Table 5 Three months ended March 31,
2022 2021 $ %
$ ’000 $ ’000 change
Bank Frick - 177 nm
Share of net income - 177 nm
Other - (122) nm
Share of net loss - (122) nm
Total loss from equity-accounted investments - 55 nm

Results of operations by operating segment

The composition of revenue and the contributions of our business activities to operating (loss) income are illustrated below:

Table 6 In United States Dollars
Three months ended March 31,
2022 % of 2021 % of % change
Operating Segment $ ’000 total $ ’000 total
Consolidated revenue:
Consumer 16,429 47% 16,236 56% 1%
Merchant 18,478 52% 12,171 42% 52%
Other 397 1% 421 1% (6%)
Subtotal: Operating segments 35,304 100% 28,828 99% 22%
Corporate/Eliminations (102) - - 1% nm
Total consolidated revenue 35,202 100% 28,828 100% 22%
Segment Adjusted EBITDA:
Consumer (6,866) 85% (7,610) 63% (10%)
Merchant 1,271 (16%) 273 (2%) 366%
Other 87 (1%) (3,315) 27% nm
Total Segment Adjusted EBITDA (5,508) 68% (10,652) 88% (48%)
Corporate/eliminations (2,560) 32% (1,404) 12% 82%
Subtotal (8,068) 100% (12,056) 100% (33%)
Less: Lease adjustments 890 1,104
Less: Depreciation and amortization 463 1,132
Total consolidated operating loss (9,421) (14,292)

48

Table 7 In South African Rand
Three months ended March 31,
2022 % of 2021 % of % change
Operating Segment ZAR ’000 total ZAR ’000 total
Consolidated revenue:
Consumer 256,488 47% 242,850 56% 6%
Merchant 288,477 52% 182,048 42% 58%
Other 6,198 1% 6,297 1% (2%)
Subtotal: Operating segments 551,163 100% 431,195 99% 28%
Corporate/Eliminations (1,592) - - 1% nm
Total consolidated revenue 549,571 100% 431,195 100% 27%
Segment Adjusted EBITDA:
Consumer (107,191) 85% (113,827) 63% (6%)
Merchant 19,843 (16%) 4,083 (2%) 386%
Other 1,358 (1%) (49,584) 27% nm
Total Segment Adjusted EBITDA (85,990) 68% (159,328) 88% (46%)
Corporate/eliminations (39,966) 32% (21,000) 12% 90%
Subtotal (125,956) 100% (180,328) 100% (30%)
Less: Lease adjustments 13,895 16,513
Less: Depreciation and amortization 7,228 16,932
Total consolidated operating loss (147,079) (213,773)

Consumer

Segment revenue increased primarily due to higher lending and insurance revenues and moderately higher account holder fees. We embarked on a retrenchment process during the third quarter of fiscal 2022 and recorded an expense of $5.9 million which is included in the Segment EBITDA loss, refer to Note 1 to our unaudited condensed consolidated financial statements for additional information regarding this process. Segment EBITDA loss has decreased primarily due to the implementation of various cost reduction initiatives.

Our EBITDA loss margin (calculated as EBITDA loss divided by revenue) for the third quarter of fiscal 2022 and 2021 was (41.8%) and (46.9%), respectively.

The table below presents EBITDA for our Consumer operating segment and illustrates EBITDA for the third quarter of fiscal 2022 including and excluding the reorganization costs:

Table 8 In South African Rand
Three months ended March 31,
2022 2021 % change
Operating Segment ZAR ’000 ZAR ’000
EBITDA:
Consumer (107,191) (113,827) (6%)
Reorganization costs 91,361 - nm
Consumer excluding reorganization costs (15,830) (113,827) (86%)
EBITDA margin:
Consumer (42%) (47%)
Consumer excluding reorganization costs (6%) (47%)

Merchant

Segment revenue increased due to an increase in hardware sales and processing fees, which was partially offset by fewer prepaid airtime sales. The increase in segment EBITDA is primarily due to the increase in hardware sales.

Our EBITDA margin for the third quarter of fiscal 2022 and 2021 was 6.9% and 2.2%, respectively. 49

Other

Other includes the activities of IPG in fiscal 2021 and our other business outside South Africa, principally Botswana.

Segment revenue decreased due to lower revenue following the closure of IPG in fiscal 2021. We recorded an EBITDA contribution during the third quarter of fiscal 2022 following the closure of our loss-making activities performed through IPG.

Our EBITDA (loss) margin for the Other segment was 21.9% and (787.4%) during the third quarter of fiscal 2022 and 2021, respectively.

Corporate/Eliminations

Our corporate expenses generally include acquisition-related intangible asset amortization; expenses incurred related to corporate actions; expenditures related to compliance with the Sarbanes-Oxley Act of 2002; non-employee directors’ fees; certain employee and executive bonuses; stock-based compensation; legal fees; audit fees; directors and officer’s insurance premiums; elimination entries; and from fiscal 2022 our group CEO’s compensation.

Our corporate expenses for fiscal 2022 increased compared with the prior period due to higher employee costs, an increase in director and officer’s insurance premiums, and higher stock-based compensation charges. Fiscal 2021 includes an unrealized foreign exchange gain of $0.6 million which also impacts comparability. Our corporate expenses for fiscal 2022 includes transaction related expenses of $0.1 million (ZAR 1.8 million) related to the Connect Group acquisition. We expect to incur additional expenses related to the Connect Group transaction in the fourth quarter of fiscal 2022. 50

Year to date fiscal 2022 compared to year to date fiscal 2021

The following factors had a significant impact on our results of operations during the year to date fiscal 2022 as compared with the same period in the prior year:

 Lower revenue: Our revenues decreased 3% in ZAR, primarily due to lower prepaid airtime sales, which was partially offset by increase in hardware sales, an increase in merchant transaction processing fees, and moderate increases in lending and insurance revenues;

 Lower operating losses: Operating losses decreased, delivering an improvement of 31% in ZAR compared with the prior period primarily due to the closure of the loss-making IPG operations and the implementation of various cost reduction initiatives in our Consumer business. During the year to date fiscal 2022, we recorded a reorganization charge of $5.9 million related to the retrenchment process we commenced in January 2022;

 Significant transaction costs: We expensed $1.8 million of transaction costs related to the Connect Group acquisition; and

 Foreign exchange movements: The U.S. dollar was 4% weaker against the ZAR during the year to date fiscal 2022, which impacted our reported results.

Consolidated overall results of operations

This discussion is based on the amounts prepared in accordance with U.S. GAAP.

The following tables show the changes in the items comprising our statements of operations, both in U.S. dollars and in ZAR:

Table 9 In United States Dollars
Nine months ended March 31,
2022 2021
$ ’000 $ ’000 change
Revenue 100,820 96,269 5%
Cost of goods sold, IT processing, servicing and support 67,795 73,895 (8%)
Selling, general and administration 53,372 59,517 (10%)
Depreciation and amortization 2,084 3,129 (33%)
Reorganization costs 5,852 - nm
Transaction costs related to Connect Group acquisition 1,790 - nm
Operating loss (30,073) (40,272) (25%)
Change in fair value of equity securities - 25,942 nm
Gain related to fair value adjustment to currency options 3,691 - nm
Loss on disposal of equity-accounted investment 346 13 2,562%
Gain on disposal of equity securities 720 - nm
Loss on disposal of equity-accounted investment - Bank Frick - 472 nm
Interest income 1,463 1,934 (24%)
Interest expense 2,272 2,168 5%
Loss before income tax expense (26,817) (15,049) 78%
Income tax expense 754 4,549 (83%)
Net loss before loss from equity-accounted investments (27,571) (19,598) 41%
Loss from equity-accounted investments (1,156) (20,098) (94%)
Net loss attributable to us (28,727) (39,696) (28%)

51

Table 10 In South African Rand
Nine months ended March 31,
2022 2021
ZAR ’000 ZAR ’000 change
Revenue 1,511,040 1,551,606 (3%)
Cost of goods sold, IT processing, servicing and support 1,016,078 1,190,996 (15%)
Selling, general and administration 799,912 959,260 (17%)
Depreciation and amortization 31,233 50,431 (38%)
Reorganization costs 87,706 - nm
Transaction costs related to Connect Group acquisition 26,828 - nm
Operating loss (450,717) (649,081) (31%)
Change in fair value of equity securities - 418,118 nm
Gain related to fair value adjustment to currency options 55,319 - nm
Loss on disposal of equity-accounted investment 5,186 210 2,370%
Gain on disposal of equity securities 10,791 - nm
Loss on disposal of equity-accounted investment - Bank Frick - 7,607 nm
Interest income 21,927 31,171 (30%)
Interest expense 34,052 34,943 (3%)
Loss before income tax expense (401,918) (242,552) 66%
Income tax expense 11,301 73,318 (85%)
Net loss before loss from equity-accounted investments (413,219) (315,870) 31%
Loss from equity-accounted investments (17,326) (323,928) (95%)
Net loss attributable to us (430,545) (639,798) (33%)

The decrease in revenue was primarily due to lower prepaid airtime sales, which was partially offset by increase in hardware sales, an increase in merchant transaction processing fees, and moderate increases in lending and insurance revenues.

The decrease in cost of goods sold, IT processing, servicing and support was primarily due to the implementation of various cost reduction initiatives in our Consumer business, lower cost of prepaid airtime sales, which was partially offset by an increase in the cost of hardware sales, higher costs related to transaction fees and an increase in insurance-related claims experience.

In ZAR, the decrease in selling, general and administration expenses was primarily due to lower IPG-related expenses incurred following its closure and some benefits from our cost reduction initiatives, which were partially offset by higher employee-related expenses related to the growth in our senior management team, and the year-over-year impact of inflationary increases on employee-related expenses.

Depreciation and amortization decreased primarily due to lower overall depreciation related to tangible assets that were fully depreciated during the last twelve months.

Transaction costs related to Connect Group acquisition includes fees paid to external service providers associated with the contract drafting and negotiations; legal, financial and tax due diligence activities performed; warranty and indemnity insurance related to the transaction; and other advisory services procured; as well as our portion of the fees paid to competition authorities related to the regulatory filings made in various jurisdictions.

Our operating loss margin for the year to date fiscal 2022 and 2021 was (25.1%) and (35.5%), respectively. We discuss the components of operating loss margin under “—Results of operations by operating segment.”

The change in fair value of equity securities during the year to date fiscal 2021, represents a non-cash fair value adjustment gain related to MobiKwik. We continue to carry our investment in Cell C at $0 (zero). Refer to Note 5 to our unaudited condensed consolidated financial statements for the methodology and inputs used in the fair value calculation for MobiKwik and Note 4 for the methodology and inputs used in the fair value calculation for Cell C.

Gain related to fair value adjustment to currency options represents the realized gain related to foreign exchange option contracts entered into in November 2021 in order to manage the risk of currency volatility and to fix the USD amount to be utilized for part of the Connect Group purchase consideration settlement. The foreign exchange option contract matured on February 24, 2022. Refer to Note 4 to our unaudited condensed consolidated financial statements for additional information related to these currency options.

We recorded a gain of $0.7 million related to the disposal of our entire interest in an equity security during the third quarter of fiscal 2022. Refer to Note 5 to our unaudited condensed consolidated financial statements for additional information regarding this gain.

We recorded a loss of $0.3 million related to the disposal of a minor portion of our investment in Finbond during the third quarter of fiscal 2022. Refer to Note 5 to our unaudited condensed consolidated financial statements for additional information regarding this disposal. 52

We recorded a loss of $0.5 million related to the disposal of Bank Frick during the year to date fiscal 2021.

Interest on surplus cash decreased to $1.5 million (ZAR 21.9 million) from $1.9 million (ZAR 31.2 million), primarily due to lower average daily cash balances.

Interest expense increased to $2.3 million (ZAR 34.1 million) from $2.2 million (ZAR 34.9 million), primarily as a result of a higher utilization of our ATM facilities to fund our ATMs.

Fiscal 2022 tax expense was $0.8 million (ZAR 11.3 million) compared to $4.5 million (ZAR 73.3 million) in fiscal 2022. Our effective tax rate for fiscal 2022 was impacted by the tax expense recorded by our profitable South African operations, non-deductible expenses, the on-going losses incurred by certain of our South African businesses and the associated valuation allowances created related to the deferred tax assets recognized regarding net operating losses incurred by these entities.

Our effective tax rate for fiscal 2021 was impacted by the tax effect on the change in the fair value of our equity securities, which is at a lower tax rate than the South African statutory rate, the tax charge related to our profitable South African operations, non-deductible expenses, the on-going losses incurred by certain of our South African businesses and the associated valuation allowances created related to the deferred tax assets recognized regarding net operating losses incurred by these entities, which was partially offset by the reversal of the deferred tax liability related to one of our equity-accounted investments following its impairment.

Bank Frick was sold in the third quarter of fiscal 2021 and was accounted for using the equity method during the year to date fiscal 2021 up until it was disposed. Finbond is listed on the Johannesburg Stock Exchange and reports its six-month results during our first quarter and its annual results during our fourth quarter. The table below presents the (loss) earnings from our equity accounted investments:

Table 11 Nine months ended March 31,
2022 2021 $ %
$ ’000 $ ’000 change
Finbond (1,156) (20,267) (94%)
Share of net loss (1,156) (2,617) (56%)
Impairment - (17,650) nm
Bank Frick - 1,156 nm
Share of net income - 1,156 nm
Other - (987) nm
Share of net loss - (439) nm
Impairment - (548) nm
(1,156) (20,098) (94%)

53

Results of operations by operating segment

The composition of revenue and the contributions of our business activities to operating (loss) income are illustrated below:

Table 12 In United States Dollars
Nine months ended March 31,
2022 % of 2021 % of % change
Operating Segment $ ’000 total $ ’000 total
Consolidated revenue:
Consumer 50,232 50% 47,867 50% 5%
Merchant 49,652 49% 45,623 47% 9%
Other 1,220 1% 2,855 3% (57%)
Subtotal: Operating segments 101,104 100% 96,345 100% 5%
Corporate/Eliminations (284) - (76) - 274%
Total consolidated revenue 100,820 100% 96,269 100% 5%
Segment Adjusted EBITDA:
Consumer (20,871) 82% (19,395) 57% 8%
Merchant 3,951 (16%) 4,471 (13%) (12%)
Other 353 (1%) (10,285) 30% nm
Total Segment Adjusted EBITDA (16,567) 65% (25,209) 74% (34%)
Corporate/eliminations (8,775) 35% (8,943) 26% (2%)
Subtotal (25,342) 100% (34,152) 100% (26%)
Less: Lease adjustments 2,647 2,991
Less: Depreciation and amortization 2,084 3,129
Total consolidated operating loss (30,073) (40,272)

54

Table 13 In South African Rand
Nine months ended March 31,
2022 % of 2021 % of % change
Operating Segment ZAR ’000 total ZAR ’000 total
Consolidated revenue:
Consumer 752,852 50% 771,492 50% (2%)
Merchant 744,159 49% 735,324 47% 1%
Other 18,285 1% 46,015 3% (60%)
Subtotal: Operating segments 1,515,296 100% 1,552,831 100% (2%)
Corporate/Eliminations (4,256) - (1,225) - 247%
Total consolidated revenue 1,511,040 100% 1,551,606 100% (3%)
Segment Adjusted EBITDA:
Consumer (312,804) 82% (312,597) 57% 0%
Merchant 59,216 (16%) 72,060 (13%) (18%)
Other 5,291 (1%) (165,768) 30% nm
Total Segment Adjusted EBITDA (248,297) 65% (406,305) 74% (39%)
Corporate/eliminations (131,515) 35% (144,138) 26% (9%)
Subtotal (379,812) 100% (550,443) 100% (31%)
Less: Lease adjustments 39,672 48,207
Less: Depreciation and amortization 31,233 50,431
Total consolidated operating loss (450,717) (649,081)

Consumer

The underlying decrease in revenue was primarily due to lower processing fees, partially offset by higher insurance and lending revenue and account holder fees. We embarked on a retrenchment process during the third quarter of fiscal 2022 and recorded an expense of $5.9 million which is included in the Segment EBITDA loss, refer to Note 1 to our unaudited condensed consolidated financial statements for additional information regarding this process. Segment EBITDA loss, excluding the reorganization charge, has decreased primarily due to the implementation of various cost reduction initiatives, which was partially offset by an increase in insurance-related claims experience and an increase in our allowance for doubtful finance loans receivable recorded.

Our EBITDA loss margin for the year to date fiscal 2022 and 2021 was (41.5%) and (40.5%), respectively.

Merchant

Segment revenue increased due to an increase in hardware sales and processing fees, which was partially offset by fewer prepaid airtime sales. The decrease in segment EBITDA is primarily due to higher costs related to transaction fees and higher employee-related expenses.

Our EBITDA margin for the year to date fiscal 2022 and 2021 was 8.0% and 9.8%, respectively.

Other

Segment revenue decreased due to lower revenue following the closure of IPG in fiscal 2021. We recorded an EBITDA contribution during the year to date fiscal 2022 following the closure of our loss-making activities performed through IPG.

Our EBITDA (loss) margin for the Other segment was 28.9% and (360.2%) during the year to date fiscal 2022 and 2021, respectively.

Corporate/Eliminations

Our corporate expenses for fiscal 2022 decreased compared with fiscal 2021 due to higher consulting fees incurred in fiscal 2021 and the inclusion of an allowance on doubtful loans receivable from equity-accounted investments of $0.7 million in fiscal 2021. Our corporate expenses for fiscal 2022 includes transaction related expenses of $1.8 million (ZAR 26.8 million) related to the Connect Group acquisition. 55

Presentation of quarterly revenue and Segment Adjusted EBITDA by segment for fiscal 2021 and 2020

During the third quarter of fiscal 2022, our chief operating decision maker changed our operating and internal reporting structures following the establishment of a new management team and our decision to focus primarily on the South African market. We have restated previously reported segment information. The tables below present quarterly revenue and EBITDA generated by our three reportable segments for fiscal 2021 and 2020, and reconciliations to consolidated revenue and operating (loss) income, as well as the U.S. dollar/ ZAR exchange rates applicable per fiscal quarter and year:

Table 14 Fiscal 2021
In United States Dollars
Quarter 1 Quarter 2 Quarter 3 Quarter 4 F2021
$ '000 $ '000 $ '000 $ '000 $ '000
Consolidated revenue:
Consumer 15,372 16,259 16,236 18,282 66,149
Merchant 18,246 15,206 12,171 15,855 61,478
Other 1,556 878 421 463 3,318
Subtotal: Operating segments 35,174 32,343 28,828 34,600 130,945
Corporate/Eliminations (38) (38) - (83) (159)
Total consolidated revenue 35,136 32,305 28,828 34,517 130,786
Segment Adjusted EBITDA:
Consumer (6,571) (5,214) (7,610) (6,908) (26,303)
Merchant 2,971 1,227 273 257 4,728
Other (2,631) (4,339) (3,315) (89) (10,374)
Total Segment Adjusted EBITDA (6,231) (8,326) (10,652) (6,740) (31,949)
Corporate/eliminations (2,796) (4,743) (1,404) (4,485) (13,428)
Subtotal (9,027) (13,069) (12,056) (11,225) (45,377)
Less: Lease adjustments 825 1,062 1,104 1,157 4,148
Less: Depreciation and amortization 923 1,074 1,132 1,218 4,347
Total consolidated operating loss (10,775) (15,205) (14,292) (13,600) (53,872)
Income and expense items: $1 = ZAR 16.7738 15.4653 14.9575 14.1687 15.7162

56

Table 15 Fiscal 2020
In United States Dollars
Quarter 1 Quarter 2 Quarter 3 Quarter 4 F2020
$ '000 $ '000 $ '000 $ '000 $ '000
Consolidated revenue:
Consumer 21,674 18,618 18,491 12,215 70,998
Merchant 23,564 19,502 14,677 10,916 68,659
Other 1,199 850 1,564 1,428 5,041
Subtotal: Operating segments 46,437 38,970 34,732 24,559 144,698
Corporate/Eliminations (221) (52) (118) (8) (399)
Total consolidated revenue 46,216 38,918 34,614 24,551 144,299
Segment Adjusted EBITDA:
Consumer (2,784) (2,809) (3,889) (4,507) (13,989)
Merchant 2,778 1,471 1,710 (783) 5,176
Other (1,969) (2,979) (3,043) (4,024) (12,015)
Total Segment Adjusted EBITDA (1,975) (4,317) (5,222) (9,314) (20,828)
Corporate/eliminations (2,304) (3,931) (510) (2,028) (8,773)
Subtotal (4,279) (8,248) (5,732) (11,342) (29,601)
Less: Lease adjustments 833 998 991 842 3,664
Less: Depreciation and amortization 1,324 1,174 1,153 996 4,647
Less: Impairments - - 6,336 - 6,336
Total consolidated operating loss (6,436) (10,420) (14,212) (13,180) (44,248)
Income and expense items: $1 = ZAR 14.7520 14.6022 15.3667 17.2810 17.5686

Liquidity and Capital Resources

At March 31, 2022, our cash and cash equivalents were $183.7 million and comprised of U.S. dollar-denominated balances of $11.3 million, ZAR-denominated balances of ZAR 2.5 billion ($169.9 million), and other currency deposits, primarily Botswana pula, of $2.4 million, all amounts translated at exchange rates applicable as of March 31, 2022. The decrease in our unrestricted cash balances from June 30, 2021 was primarily due to utilization of cash reserves to fund our operations and payment of reorganization costs, which was partially offset by the receipt of $7.5 million related to the sale of Bank Frick in fiscal 2021 and a $3.7 million gain on the foreign currency options.

We generally invest any surplus cash held by our South African operations in overnight call accounts that we maintain at South African banking institutions, and any surplus cash held by our non-South African companies in U.S. dollar-denominated money market accounts.

Historically, we have financed most of our operations, research and development, working capital, and capital expenditures, as well as acquisitions and strategic investments, through internally generated cash and our financing facilities. When considering whether to borrow under our financing facilities, we consider the cost of capital, cost of financing, opportunity cost of utilizing surplus cash and availability of tax efficient structures to moderate financing costs.

We closed the acquisition of Connect in April 2022 as described in Note 20 to our unaudited condensed consolidated financial statements. The total purchase consideration was ZAR 3.8 billion ($262.0 million), comprising ZAR 3.5 billion ($238.2 million) in cash and ZAR 0.4 billion ($23.9 million) in 3,185,079 shares of our common stock. The cash component was funded through ZAR 2.1 billion of our cash, the utilization of new Net1 banking facilities of ZAR 1.1 billion, and an increase in Connect’s debt of ZAR 0.3 billion in April 2022. 57

Available short-term borrowings

Summarized below are our short-term facilities available and utilized as of March 31, 2022:

Table 16 RMB Nedbank
$ ’000 ZAR ’000 $ ’000 ZAR ’000
Total short-term facilities available, comprising:
Overdraft restricted as to use^(1)^ 96,203 1,400,000 17,179 250,000
Total overdraft 96,203 1,400,000 17,179 250,000
Indirect and derivative facilities^(2)^ - - 10,758 156,552
Total short-term facilities available 96,203 1,400,000 27,937 406,552
Utilized short-term facilities:
Overdraft restricted as to use^(1)^ 45,678 664,728 - -
Indirect and derivative facilities^(2)^ - - 10,659 155,110
Interest rate, based on South African prime rate 7.75%
Interest rate, based on South African prime rate less 1.15% 6.60%

(1) Overdraft may only be used to fund ATMs and upon utilization is considered restricted cash.

(2) Indirect and derivative facilities may only be used for guarantees, letters of credit and forward exchange contracts to support guarantees issued by Nedbank to various third parties on our behalf.

Long-term borrowings

We obtained long-term borrowings of ZAR 1.1 billion to partially fund the acquisition of Connect. In contemplation of the Connect transaction, Connect obtained total facilities of ZAR 1.3 billion which were utilized to repay its existing borrowings and to settle obligations under the Sales Agreement. Our total long-term borrowings following the acquisition of Connect are ZAR 2.2 billion, comprising the ZAR 1.1 billion and ZAR 1.1 billion of Connect’s total facilities of ZAR 1.3 billion. Refer to Note 20 to our unaudited condensed consolidated financial statements for additional information related to these borrowings.

Restricted cash

We have credit facilities with RMB and Nedbank in order to access cash to fund our ATMs in South Africa. Our cash, cash equivalents and restricted cash presented in our unaudited condensed consolidated statement of cash flows as of March 31, 2022, includes restricted cash of approximately $45.7 million related to cash withdrawn from our various debt facilities to fund ATMs. This cash may only be used to fund ATMs and is considered restricted as to use and therefore is classified as restricted cash on our unaudited condensed consolidated balance sheet.

We have also entered into cession and pledge agreements with Nedbank related to certain of our Nedbank credit facilities and we have ceded and pledged certain bank accounts to Nedbank. The funds included in these bank accounts are restricted as they may not be withdrawn without the express permission of Nedbank. Our cash, cash equivalents and restricted cash presented in our unaudited condensed consolidated statement of cash flows as of March 31, 2022, includes restricted cash of approximately $10.7 million that has been ceded and pledged. 58

Cash flows from operating activities

Third quarter

Net cash used in operating activities during the third quarter of fiscal 2022 was $8.8 million (ZAR 137.0 million) compared to $8.3 million (ZAR 123.5 million) during the third quarter of fiscal 2021. Excluding the impact of income taxes, our cash used in operating activities during the third quarter of fiscal 2022 was impacted by the utilization of cash reserves to fund certain of our operations and payment of the reorganization costs, which was partially offset by the $3.7 million gain on the foreign currency options and profits realized by certain of our operations.

During the third quarter of fiscal 2022, we paid our first provisional South African tax payments of $0.1 million (ZAR 2.2 million) related to our 2022 tax year and received tax refunds of $0.0 million (ZAR 0.0 million). During the third quarter of fiscal 2021, we paid our first provisional South African tax payments of $0.2 million (ZAR 2.6 million) related to our 2021 tax year.

Taxes paid during the third quarter of fiscal 2022 and 2021 were as follows:

Table 17 Three months ended March 31,
2022 2021 2022 2021
$ $ ZAR ZAR
‘000 ‘000 ‘000 ‘000
First provisional payments 148 176 2,209 2,596
Tax refund received (1) - (12) -
Total South African taxes paid (received) 147 176 2,197 2,596
Foreign taxes paid 34 35 509 525
Total tax paid 181 211 2,706 3,121

Year to date

Net cash used in operating activities during the year to date fiscal 2022 was $30.5 million (ZAR 457.2 million) compared to $50.1 million (ZAR 807.7 million) during the year to date fiscal 2021. Excluding the impact of income taxes, our cash used in operating activities during the third quarter of fiscal 2022 was impacted by the utilization of cash reserves to fund certain of our operations and payment of the reorganization costs, which was partially offset by the $3.7 million gain on the foreign currency options and profits realized by certain of our operations.

During the year to date fiscal 2022, we paid our first provisional South African tax payments of $0.6 million (ZAR 9.1 million) related to our 2022 tax year and received tax refunds of $0.2 million (ZAR (3.2) million). During the year to date fiscal 2021, we paid our first provisional South African tax payments of $0.9 million (ZAR 12.7 million) related to our 2021 tax year. During the year to date fiscal 2021, we paid South African tax of $0.2 million (ZAR 3.4 million) related to our 2020 tax year. We also paid taxes totaling $15.3 million in other tax jurisdictions, primarily in the U.S. 59

Taxes paid during the year to date fiscal 2022 and 2021 were as follows:

Table 18 Nine months ended March 31,
2022 2021 2022 2021
$ $ ZAR ZAR
‘000 ‘000 ‘000 ‘000
First provisional payments 585 853 9,142 12,680
Taxation paid related to prior years - 205 - 3,423
Tax refund received (218) (12) (3,239) (205)
Total South African taxes paid 367 1,046 5,903 15,898
Foreign taxes paid 104 15,336 1,574 256,366
Total tax paid 471 16,382 7,477 272,264

Cash flows from investing activities

Third quarter

Cash used in investing activities for the third quarter of fiscal 2022 included capital expenditures of $0.8 million (ZAR 13.0 million), primarily due to the acquisition of ATMs. During the third quarter of fiscal 2022, we received proceeds of $1.5 million from sale of property, plant and equipment, and $0.8 million and $0.7 million, respectively, related to the sale of minor positions in Finbond and from the disposal of our entire interest in Revix.

Cash used in investing activities for the third quarter of fiscal 2021 included capital expenditures of $0.6 million (ZAR 9.7 million), primarily due to the acquisition of computer equipment. During the third quarter of fiscal 2021 we disposed of our investment in Bank Frick and received $18.6 million of the $30.0 million sales proceeds.

Year to date

Cash used in investing activities for the year to date fiscal 2022 included capital expenditures of $1.7 million (ZAR 25.8 million), primarily due to the roll out of our new express branches, acquisitions of ATMs and the acquisition of computer equipment. During the year to date fiscal 2022, we received a scheduled payment of $7.5 million related to the sale of Bank Frick in fiscal 2021, proceeds from sale of property, plant and equipment of $3.5 million, and proceeds of $0.8 million and $0.7 million, respectively, related to the sale of minor positions in Finbond and from the disposal of our entire interest in Revix.

Cash used in investing activities for the year to date fiscal 2021 included capital expenditures of $3.9 million (ZAR 63.6 million), primarily due to the acquisition of motor vehicles, which largely comprised a fleet of customized mobile ATMs used to deliver a service to rural communities, computer equipment and leasehold improvements in South Africa. We received $20.1 million related to the sale of our Korean business following the successful refund application of the amounts withheld and paid to the South Korean tax authorities pursuant to that transaction. We received $18.6 million related to the disposal of Bank Frick and the amount due on the deferred sale proceeds related to the April 2020 sale of DNI. We also extended loan funding of $1.0 million to V2 and $0.2 million to Revix.

Cash flows from financing activities

Third quarter

During the third quarter of fiscal 2022, we utilized approximately $95.0 million from our South African overdraft facilities to fund our ATMs and repaid $100.8 million of these facilities.

During the third quarter of fiscal 2021, we utilized approximately $55.3 million from our South African overdraft facilities to fund our ATMs and repaid $103.2 million of these facilities.

Year to date

During the year to date fiscal 2022, we received $0.8 million from the exercise of stock options, and utilized approximately $406.4 million from our South African overdraft facilities to fund our ATMs and repaid $372.5 million of these facilities.

During the year to date of fiscal 2021, we utilized approximately $261.8 million from our South African overdraft facilities to fund our ATMs and repaid $268.3 million of these facilities. 60

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Capital Expenditures

We expect capital spending for the fourth quarter of fiscal 2022 to primarily include limited investments into our ATM infrastructure and branch network in South Africa as well as IT equipment, and through Connect, spending for POS devices, vehicles, computer and office equipment. Our capital expenditures for the third quarter of fiscal 2022 and 2021 are discussed under “—Liquidity and Capital Resources—Cash flows from investing activities.” All of our capital expenditures for the past three fiscal years were funded through internally generated funds. We had outstanding capital commitments as of March 31, 2022, of $0.1 million. We expect to fund these expenditures through internally generated funds and available facilities. 61

Item 3. Quantitative and Qualitative Disclosures About Market Risk

In addition to the tables below, see Note 4 to the unaudited condensed consolidated financial statements for a discussion of market risk.

We have short-term borrowings which attract interest at rates that fluctuate based on changes in the South African prime interest rate. The following table illustrates the effect on our annual expected interest charge, translated at exchange rates applicable as of March 31, 2022, as a result of changes in the South African prime interest rate, assuming hypothetical short-term borrowings of ZAR 1.0 billion as of March 31, 2022. The effect of a hypothetical 1% (i.e. 100 basis points) increase and a 1% decrease in the South African prime interest rate as of March 31, 2022, are shown. The selected 1% hypothetical change does not reflect what could be considered the best or worst case scenarios.

Table 19 As of March 31, 2022
Annual expected interest charge<br><br>($ ’000) Hypothetical change in interest rates Estimated annual expected interest charge after hypothetical change in interest rates<br><br>($ ’000)
Interest on South Africa overdraft (South African prime interest rate) 4,810 1% 5,497
1% 4,123

62

Item 4. Controls and Procedures

Under the supervision and with the participation of our management, including our group chief executive officer and our group chief financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of March 31, 2022. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on this evaluation, the group chief executive officer and the group chief financial officer concluded that our disclosure controls and procedures were effective as of March 31, 2022.

Changes in Internal Control over Financial Reporting

There have not been any changes in our internal control over financial reporting during the fiscal quarter ended March 31, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 63

Part II. Other Information

Item 1A. Risk Factors

See “Item 1A RISK FACTORS” in Part I of our Annual Report on Form 10-K for the fiscal year ended June 30, 2021, for a discussion of risk factors relating to (i) our business, (ii) operating in South Africa and other foreign markets, (iii) government regulation, and (iv) our common stock. Except as set forth below, there have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2021.

We may not be able to successfully integrate Connect’s operations with our business.

On April 14, 2022, we announced the closing of our ZAR 3.8 billion ($262.0 million) investment to acquire a 100% interest in Connect. The acquisition of Connect is strategically important for us because we believe that (i) the combination of complementary product offerings will assist to drive stronger unit economics, (ii) the transaction facilitates expansion of the addressable market in the informal MSMEs sector, (iii) Connect has an attractive financial profile with strong and profitable growth, (iv) we have merged highly skilled teams with complementary expertise, and (v) will be able to better serve the underserved.

Integrating Connect into our company will require significant attention from our senior management which may divert their attention from our day-to-day business. The difficulties of integration may be increased by cultural differences between our two organizations and the necessity of retaining and integrating personnel, including Connect Group’s key employees and management team. The services of these individuals will be important to the continued growth and success of Connect’s business and to our ability to integrate Connect with us. If we were to lose the services of these key employees or fail to sufficiently integrate them, our ability to operate Connect successfully would likely be materially and adversely impacted.

As such, if we are unable to successfully integrate Connect’s operations into our business we could be required to record material impairments, and as a result, our financial condition, results of operations, cash flows and stock price could suffer.

We may not achieve the expected benefits from our recent acquisition of Connect.

Our expectations regarding Connect’s business and prospects may not be realized, including as a result of changes in the financial condition of the markets that Connect serves. In addition, there are risks associated with Connect’s product and service offerings or results of operations, including the risk of reduced cash settlements through Connect’s vault infrastructure or higher cash losses, lower than expected growth in Connect’s value-added services, lower than expected levels of loan advances or higher credit losses and slower than expected growth in card transactions. Furthermore, attempting to combine and integrate service offerings may be disruptive to us or unsuccessful, and our customers may not use our combined services to the extent that we hope they will. Any such failure could adversely impact our own business as well as Connect’s, which could then reduce the value of our investment and adversely impact our other business and operational relationships.

Our inability to achieve the expected synergies from the Connect transaction may have a material adverse effect on our business, results of operations or financial condition. For example, our revenues and operating income may be adversely affected and we could be required to impair all, or a part of, our investment. If some or all of the aforementioned or other risks materialize, our ability to realize the anticipated benefits of the Connect Group could be materially impaired, and as a result, our financial condition, results of operations, cash flows and stock price could suffer.

We have a significant amount of indebtedness that requires us to comply with restrictive and financial covenants. If we are unable to comply with these covenants, we could default on this debt, which would have a material adverse effect on our business and financial condition.

We financed our recent investment in Connect through South African bank borrowings of ZAR 1.1 billion ($71.7 million, translated at closing date exchange rate (as defined in the Sale Agreement) of $1:ZAR 14.65165). The borrowings are secured by a pledge of certain of our bank accounts, and the cession of Net1’s shareholding in certain of its subsidiaries. These borrowings contain customary covenants that require Net1 SA to maintain a specified total asset cover ratio, maintain group cash balances (as defined in the Loan Documents) above ZAR 300.0 million, and restrict the ability of Net1, Net1 SA, and certain of its subsidiaries to make certain distributions with respect to their capital stock, prepay other debt, encumber their assets, incur additional indebtedness, make investment above specified levels, engage in certain business combinations and engage in other corporate activities. The group cash balances may go below ZAR 300 million to the extent credit support is provided by the VCP Investment Fund and/ or VCP Investment Portfolios (“VCP Investors”), and such support exceeds ZAR 350 million, but such reduction below ZAR 300 million is limited to ZAR 80 million.

The loan agreements also include a credit enhancement mechanism of ZAR 350 million ($23.9 million, translated at closing date exchange rate), which has been provided by investment funds managed by Net1’s largest shareholder, Value Capital Partners (Pty) Ltd (“VCP”), on commercially agreed terms, which include a contingent subscription for new shares. There can be no assurance that VCP will perform under the commercially agreed terms and failure by it to fulfil its obligation under the credit enhancement mechanism may put our funding or future repayments at risk. 64

We have also obtained total facilities through the Connect acquisition of ZAR 1.3 billion comprising a Facility A term loan of up to ZAR 750 million (“Facility A Loan”), a Facility B term loan of up to ZAR 350 million (“Facility B Loan”), and a general banking facility of ZAR 206.0 million. The amount available under the general banking facility will reduce to ZAR 125.0 million on March 23, 2023. These borrowings are secured by a pledge of, among other things, CCMS entire equity interests in equity securities it owns and any claims outstanding. These borrowings contain customary covenants that require CCMS to maintain specified debt service, interest cover and leverage ratios.

These security arrangements and covenants may reduce our operating flexibility or our ability to engage in other transactions that may be beneficial to us. If we are unable to comply with the covenants, we could be in default and the indebtedness could be accelerated. If this were to occur, we might not be able to obtain waivers of default or to refinance the debt with another lender and as a result, our business and financial condition would suffer.

We will likely not include Connect in our internal control certification and attestation for fiscal 2022.

As noted above, integrating Connect into our company will require significant attention from our senior management which may divert their attention from our day to day business. Our management certification and auditor attestation regarding the effectiveness of our internal control over financial reporting as of June 30, 2022, will likely exclude the operations of the Connect Group. If we are unable to successfully integrate Connect’s operations into our internal control over financial reporting, our internal control over financial reporting may not be effective.

Geopolitical conflicts, including the conflict between Russia and Ukraine, may adversely affect our business and results of operations.

The current conflict between Russia and Ukraine is creating substantial uncertainty about the future impact on the global economy. Countries across the globe are instituting sanctions and other penalties against Russia. The retaliatory measures that have been taken, and could be taken in the future, by the U.S., NATO, and other countries have created global security concerns that could result in broader European military and political conflicts and otherwise have a substantial impact on regional and global economies, any or all of which could adversely affect our business.

While the broader consequences are uncertain at this time, the continuation and/or escalation of the Russian and Ukraine conflict, along with any expansion of the conflict to surrounding areas, create a number of risks that could adversely impact our business, including:

 increased inflation and significant volatility in the macroeconomic environment;

 disruptions to our technology infrastructure, including through cyberattacks, ransom attacks or cyber-intrusion;

 adverse changes in international trade policies and relations;

 disruptions in global supply chains;

 constraints, volatility or disruption in the credit and capital markets; and

 exacerbating the other risks disclosed in our Annual Report on Form 10-K.

All of these risks could materially and adversely affect our business and results of operations. We are continuing to monitor the situation in the Ukraine and globally and assess its potential impact on our business. 65

Item 6. Exhibits

The following exhibits are filed as part of this Form 10-Q:

Incorporated by Reference Herein
Exhibit No. Description of Exhibit Included Herewith Form Exhibit Filing Date
10.49 Fourth Amendment and Restatement Agreement, dated January 24, 2022, between Net1 Applied Technologies South Africa Proprietary Limited (as borrower), with Net 1 UEPS Technologies, Inc. Holdco), arranged by FirstRand Bank Limited (acting through its Rand Merchant Bank division) (the Arranger), and FirstRand Bank Limited (acting through its Rand Merchant Bank division) (as Original Senior Lender), with FirstRand Bank Limited (acting through its Rand Merchant Bank division) (as facility agent), and Main Street 1692 (RF) Proprietary Limited (as Debt Guarantor) 8-K 10.1 January 28, 2022
10.50 Senior Facility G Agreement, dated January 24, 2022, R750,000,000 Senior Term Facility Agreement for Net1 Applied Technologies South Africa Proprietary Limited (as borrower), provided by FirstRand Bank Limited (acting through its Rand Merchant Bank division) (as lender), with FirstRand Bank Limited (acting through its Rand Merchant Bank division) (as facility agent) 8-K 10.2 January 28, 2022
10.51 Senior Facility H Agreement, dated January 24, 2022, R350,000,000 Senior Term Facility Agreement for Net1 Applied Technologies South Africa Proprietary Limited (as borrower), provided by FirstRand Bank Limited (acting through its Rand Merchant Bank division) (as lender), with FirstRand Bank Limited (acting through its Rand Merchant Bank division) (as facility agent) 8-K 10.3 January 28, 2022
10.52 Letter Agreement to amend the CTA and Senior Facility G Agreement, dated March 22, 2022, between Net1 Applied Technologies South Africa Proprietary Limited and FirstRand Bank Limited (acting through its Rand Merchant Bank division), as facility agent 8-K 10.1 March 28, 2022
10.53 Letter Agreement to amend the CTA and Senior Facility H Agreement, dated March 22, 2022, between Net1 Applied Technologies South Africa Proprietary Limited and FirstRand Bank Limited (acting through its Rand Merchant Bank division), as facility agent 8-K 10.2 March 28, 2022
10.54 Securities Purchase Agreement, dated March 22, 2022, among Net1 UEPS Technologies, Inc., Net1 Applied Technologies South Africa Proprietary Limited and Value Capital Partners Proprietary Limited 8-K 10.3 March 28, 2022
10.55 Facilities Agreement, dated 24 January 2022, between Cash Connect Management Solutions Proprietary Limited (as Borrower), arranged by FirstRand Bank Limited (acting through its Rand Merchant Bank Division) (as Mandated Lead Arranger) and FirstRand Bank Limited (acting through its Rand Merchant Bank Division) (as Facility Agent) X
10.56 Letter Agreement to amend Cash Connect Management Solutions Proprietary Limited Facilities Agreement, dated March 22, 2022, between Cash Connect Management Solutions Proprietary Limited Facilities and FirstRand Bank Limited (acting through its Rand Merchant Bank Division) (in its capacity as Facilities Agent) X

66

10.57 Second Letter Agreement to amend Cash Connect Management Solutions Proprietary Limited Facilities Agreement, dated April 12, 2022, between Cash Connect Management Solutions Proprietary Limited Facilities and FirstRand Bank Limited (acting through its Rand Merchant Bank Division) (in its capacity as Facilities Agent) X
10.58 Securities Purchase Agreement, dated March 22, 2022, among Net1 UEPS Technologies, Inc., Net1 Applied Technologies South Africa Proprietary Limited and Value Capital Partners Proprietary Limited X
31.1 Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Exchange Act X
31.2 Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Exchange Act X
32 Certification pursuant to 18 USC Section 1350 X
101.INS XBRL Instance Document X
101.SCH XBRL Taxonomy Extension Schema X
101.CAL XBRL Taxonomy Extension Calculation Linkbase X
101.DEF XBRL Taxonomy Extension Definition Linkbase X
101.LAB XBRL Taxonomy Extension Label Linkbase X
101.PRE XBRL Taxonomy Extension Presentation Linkbase X
104 Cover page formatted as Inline XBRL and contained in Exhibit 101

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on May 10, 2022.

NET 1 UEPS TECHNOLOGIES, INC.

By: /s/ Chris G.B. Meyer

Chris G.B. Meyer

Group Chief Executive Officer

By: /s/ Naeem E. Kola

Naeem E. Kola

Group Chief Financial Officer, Treasurer and Secretary 67

ex1055

1

EXECUTION

DATED 24 JANUARY,

2022

between

CASH CONNECT MANAGEMENT SOLUTIONS PROPRIETARY

LIMITED

(as Borrower)

arranged by

FIRSTRAND BANK LIMITED

(ACTING THROUGH ITS RAND MERCHANT BANK DIVISION)

(as Mandated Lead Arranger)

and

FIRSTRAND BANK LIMITED

(ACTING THROUGH ITS RAND MERCHANT BANK DIVISION)

(as Facility Agent)

2

CONTENTS

Clause

Page

1.

Definitions and Interpretation

.......................................................................................................

1

2.

The Facilities

............................................................................................................................

23

3.

Purpose

....................................................................................................................................

24

4.

Conditions of Utilisation

...........................................................................................................

24

5.

Utilisation

................................................................................................................................

25

6.

Repayment

...............................................................................................................................

26

7.

Illegality, Voluntary

Prepayment and Cancellation

......................................................................

26

8.

Mandatory Prepayment and Cancellation

....................................................................................

27

9.

Restrictions

..............................................................................................................................

30

10.

Interest

.....................................................................................................................................

33

11.

Interest Periods

.........................................................................................................................

33

12.

Changes to the Calculation of Interest

.........................................................................................

34

13.

Fees

.........................................................................................................................................

35

14.

Tax Gross up and Indemnities

....................................................................................................

36

15.

Increased Costs

.........................................................................................................................

39

16.

Other Indemnities

.....................................................................................................................

40

17.

MItigation by the Lenders

..........................................................................................................

41

18.

Costs and Expenses

...................................................................................................................

41

19.

Guarantee and Indemnity

...........................................................................................................

43

20.

Representations

........................................................................................................................

46

21.

Information Undertakings

..........................................................................................................

51

22.

Financial Covenants

..................................................................................................................

54

23.

General Undertakings

................................................................................................................

61

24.

Events of Default

......................................................................................................................

68

25.

Changes to the Lenders

.............................................................................................................

73

26.

Changes to the Obligors

............................................................................................................

75

27.

Role of The Facility Agent, The Arranger and Others

..................................................................

76

28.

Conduct of Business by the Finance Parties

................................................................................

82

29.

Sharing Among the Finance Parties

............................................................................................

82

30.

Payment Mechanics

..................................................................................................................

84

31.

Set-Off

.....................................................................................................................................

86

32.

Notices

....................................................................................................................................

86

33.

Calculations and Certificates

......................................................................................................

89

34.

Partial Invalidity

.......................................................................................................................

89

35.

Remedies and Waivers

..............................................................................................................

89

36.

Amendments and Waivers

.........................................................................................................

89

37.

Confidential Information

...........................................................................................................

91

38.

Renunciation of benefits

............................................................................................................

93

39.

Waiver of immunity

..................................................................................................................

93

3

40.

Sole Agreement

........................................................................................................................

93

41.

No Implied Terms

.....................................................................................................................

93

42.

Counterparts

.............................................................................................................................

93

43.

Governing Law

.........................................................................................................................

94

44.

Jurisdiction

...............................................................................................................................

94

Schedule 1 The Original Parties

........................................................................................................... 95

Schedule 2 Conditions Precedent

.......................................................................................................... 97

Schedule 3 Form of Utilisation Request

.............................................................................................. 102

Schedule 4 Repayment Schedule

........................................................................................................ 103

Schedule 5 Form of Transfer Certificate

.............................................................................................. 106

Schedule 6 Form of Accession Letter

.................................................................................................. 109

Schedule

7 Form of Compliance Certificate

........................................................................................

111

Schedule 8 Form of Equity Cure Notice

.............................................................................................. 112

Schedule 9 Transaction Security

......................................................................................................... 114

Schedule 10 Acceptable Lenders

........................................................................................................ 115

Schedule 11 Disclosure Schedule

....................................................................................................... 116

1

THIS AGREEMENT

is made between:

(1)

CASH CONNECT MANAGEMENT

SOLUTIONS PROPRIETARY

LIMITED

, registration number

2006/010530/07, a

company incorporated under the laws of South Africa, as borrower (the

Borrower

);

(2)

THE PARTIES

listed in Part I of

Schedule 1

(The Original Parties) as original guarantors (the

Original Guarantors

);

(3)

FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT

BANK DIVISION)

as mandated lead

arranger (the

Arranger

);

(4)

THE FINANCIAL INSTITUTIONS

listed in Part II

of

Schedule 1

(The Original Parties) as

term lenders (the

Original Term

Lenders

);

(5)

FIRSTRAND BANK

LIMITED (ACTING

THROUGH ITS

RAND MERCHANT

BANK DIVISION)

as lender

under

the general banking facilities (the

GBF

Lender

);

(6)

FIRSTRAND BANK

LIMITED (ACTING

THROUGH ITS

RAND MERCHANT

BANK DIVISION)

as facility

agent

of the other Finance Parties (the

Facility Agent

).

IT IS AGREED

as follows:

SECTION 1

INTERPRETATION

1.

DEFINITIONS AND INTERPRETATION

1.1

Definitions

In this Agreement:

1.1.1

Absa Release

Letter

means the

release letter

dated on

or about

the date

of this

Agreement given

by Absa

Bank

Limited.

1.1.2

Acceptable Bank

means:

(a)

any of Absa

Bank Limited, Capitec

Bank Limited, FirstRand

Bank Limited, Investec

Bank Limited, Nedbank

Limited and The Standard Bank of South Africa Limited;

(b)

Bank Windhoek Limited and First National Bank of Namibia Limited and Standard Bank Namibia Limited;

(c)

First National Bank of Botswana Limited, Bank Gaborone Limited and

Absa Bank Botswana Limited;

(d)

a bank

or financial

institution which

has an

international rating

for its

long-term unsecured

and non-credit

enhanced debt obligations

of A+

or higher by

Standard & Poor's

Ratings Services or

A1 or higher

by Moody's

Investor Services Limited, or a comparable rating from

an internationally recognised credit rating agency; or

(a)

any other bank or financial institution approved by the Facility Agent.

1.1.3

Accession Letter

means, in respect of

an Additional Guarantor, a document substantially in

the form set out

in Part

I of

Schedule 6

(

Form of Accession Letter

).

1.1.4

Accounting Reference Date

means:

(a)

from the Closing Date until 28 February,

2022, the last day of February each year;

(b)

from 1 March, 2022, 30 June each year (or such other date each year

agreed by the Facility Agent).

1.1.5

Acquisition

means the purchase

by Net1 of

the shares and

claims in the

Target

Companies from

the "Sellers" as

defined in the SPA.

2

1

2

1

2

1

1

T

T

]

R

[R

]

T

[T

R

R

-

-

´

-

+

=

1.1.6

Acquisition Date

means the date on which the Acquisition is implemented.

1.1.7

Acquisition Documents

means:

(a)

the SPA;

(b)

the agreement

entitled "Cancellation Agreement"

concluded on

31 October 2021

between Luxanio

and the

Borrower;

(c)

the agreement entitled "Redemption

Agreement" concluded on 31 October

2021 between the Borrower and

Richard Phillips;

(d)

the

agreement

entitled

"Share

Sale

Agreement"

concluded

on

31 October

2021

between

Pierre

Johann

Liebenberg and the Borrower; and

(e)

the agreement entitled

"Share Sale Agreement"

concluded on 31 October

2021 between Alan

Serrurier and

the Borrower;

(f)

any other document designated

as an “Acquisition Document”

by written agreement between

the Borrower

and the Facility Agent.

1.1.8

Additional Guarantor

means a company which becomes

an Additional Guarantor in accordance with

Clause

26.2

(

Additional Guarantors

).

1.1.9

Additional Obligor

means an Additional Guarantor.

1.1.10

Affiliate

, in relation to any person, means a Subsidiary of that person or a

Holding Company of that person, or any

other Subsidiary of that Holding Company.

1.1.11

Annual Financial Statements

has the meaning given to that term in Clause

21

(Information Undertakings).

1.1.12

Auditors

means PwC, EY,

KPMG, Deloitte and BDO or any other firm approved in advance by the Lenders (such

approval not to be unreasonably withheld or delayed).

1.1.13

Authorisation

means

an

authorisation,

consent,

approval,

resolution,

licence,

exemption,

filing,

notarisation

or

registration.

1.1.14

Availability

Period

means, in relation

to a Term

Facility,

the period from

and including the

Closing Date to

and

including the date falling two weeks from the Closing Date.

1.1.15

Available Commitment

means, in relation to a Term

Facility, a Lender's Commitment under

that Facility minus:

(a)

the amount of its participation in any outstanding Loans under that Facility; and

(b)

in relation to

any proposed Utilisation,

the amount of

its participation in

any other Loans

that are due

to be

made under that Facility on or before the proposed Utilisation Date.

1.1.16

Available Facility

means, in relation

to a Term Facility, the aggregate

for the time

being of each

Lender's Available

Commitment in respect of that Facility.

1.1.17

Base Case Model

means the financial model in a form agreed between the Borrower and the Finance Parties prior

to the Closing Date.

1.1.18

Base Rate

means for an Interest

Period of the

Loan or Unpaid Sum,

JIBAR, or for an

Interest Period of the

Loan

or Unpaid Sum which is less than or greater than a full period of three months (a

Broken JIBAR Period

), the rate

determined in accordance with the following formula:

3

where:

R

=

the Base Rate;

R

1

=

JIBAR for the period closest to but less than the Broken JIBAR Period plus, if this would result in

R

1

being equal to the JIBAR Overnight Deposit Rate, 0.10 per cent.;

R

2

=

JIBAR for the period closest to but greater than the Broken JIBAR Period;

T

=

the number of days in the Broken JIBAR Period;

T

1

=

the

number

of days

in

the period

for

which

R

1

is quoted

on the

first

day

of

the Broken

JIBAR

Period;

T

2

=

the

number

of days

in

the period

for

which

R

2

is quoted

on the

first

day

of

the Broken

JIBAR

Period.

1.1.19

BEE

Party

means

a

juristic

person,

trust

or

entity

in

respect

of

which

historically

disadvantaged

persons

beneficially hold and control at least the

minimum percentage ownership interests therein

and/or derive therefrom

the minimum economic

benefits as may be

stipulated from time to

time pursuant to the

applicable industry sector

charter, as read with any applicable black economic empowerment codes of conduct and which,

in any case, is not

a member of the Group.

1.1.20

Borrower

means the Borrower.

1.1.21

Borrowings

has the meaning given to that term in Clause

22.1

(

Financial Definitions

).

1.1.22

Break Costs

means the amount (if any) by which:

(a)

the interest excluding the

Margin which a Lender should

have received for the

period from the date

of receipt

of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in

respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last

day of that Interest Period;

exceeds:

(b)

the amount which

that Lender would

be able to

obtain by placing

an amount equal

to the principal

amount

or Unpaid

Sum received

by it

on deposit

with a

leading bank

in the

Johannesburg

interbank market

for a

period starting on

the Business Day

following receipt or

recovery and ending

on the last

day of the

current

Interest Period.

1.1.23

Break Gains

means the amount (if

any) by which the

amount referred to in

Clause

1.1.22(b)

exceeds the amount

referred to in Clause

1.1.22(a).

1.1.24

Business Day

means a

day (other

than a

Saturday or

Sunday) on

which banks

are open

for general

business in

Johannesburg.

1.1.25

Capital Expenditure

has the meaning given to that term in Clause

22.1

(

Financial Definitions

).

1.1.26

Cash

means, at any time,

cash denominated in ZAR

in hand or

at bank and (in

the latter case)

credited to an

account

in the name of

an Obligor with an

Acceptable Bank and to which

an Obligor is alone

beneficially entitled and for

so long as:

(a)

that cash is repayable on demand or within 30 days after the relevant date

of calculation;

(b)

repayment of that cash is not

contingent on the prior discharge

of any other indebtedness of

any member of

the Group or of any other person whatsoever

or on the satisfaction of any other condition;

4

(c)

there is no Security

over that cash except

for Transaction

Security or any Permitted

Security constituted by

a netting or set-off

arrangement entered into by members of

the Group in the ordinary course of

its banking

arrangements; and

(d)

the cash

is freely

and (except

as mentioned

in paragraph

(a)

above) immediately

available to

be applied

in

repayment or prepayment of the Facilities.

1.1.27

Cash Connect Capital

means Cash Connect Capital Proprietary Limited (registration number 2017/029430/07), a

company registered under the laws of South Africa.

1.1.28

Cash Equivalent Investments

means at any time:

(a)

certificates

of

deposit

maturing

within

90

days

after

the

relevant

date

of

calculation

and

issued

by

an

Acceptable Bank;

(b)

commercial paper not convertible or exchangeable to any other security:

(i)

for which a recognised trading market exists;

(ii)

which matures within 90 days after the relevant date of calculation; and

(iii)

which has a credit rating of either A-1 or higher by Standard & Poor's Rating Services or F1 or higher

by Fitch Ratings

Ltd or P-1

or higher by

Moody's Investors Service

Limited, or, if no

rating is available

in respect of the commercial

paper, the issuer of

which has, in respect of its long

-term unsecured and

non-credit enhanced debt obligations, an equivalent rating;

(c)

any investment in:

(i)

a

money

market

collective

investment

scheme

of

Absa

Bank

Limited,

FirstRand

Bank

Limited,

Investec Bank

Limited, Nedbank

Limited or

The Standard

Bank of

South Africa

Limited or

money

market funds which have a credit rating of either A-1 or higher by Standard

& Poor's Rating Services

or F1 or higher by Fitch Ratings Ltd or P-1 or higher by Moody's Investors Service

Limited; and

(ii)

invest substantially all their assets in securities of the types described in paragraphs

(a)

to

(b)

above,

to the extent that investment can be turned into cash on not more than 30 days' notice;

or

(d)

any other debt security approved by the Lenders,

in each case, denominated in ZAR and to which any Obligor is alone beneficially entitled at that time and which is

not subject to any Security (other than Security arising under the Transaction

Security Documents).

1.1.29

Cashflow

has the meaning given to that term in Clause

22.1

(

Financial Definitions

).

1.1.30

Change of Control

means, in respect

of the Borrower, Net1

ceases to

directly or indirectly

have the power

(whether

by way of ownership of shares, proxy,

contract, agency or otherwise) to:

(a)

cast, or control the casting of:

(i)

before

any

Permitted

BEE

Transaction,

100

per

cent.

of

the

votes

that

might

be

cast

at

a

general

meeting of the Borrower;

(ii)

after

any

Permitted

BEE

Transaction,

75.00

per

cent.

of

the

votes

that

might

be

cast

at

a

general

meeting of the Borrower;

(b)

appoint or remove all, or the majority,

of the directors or other equivalent officers of the Borrower; or

(c)

give directions with respect

to the operating and financial policies

of the Borrower with which

the directors

or other equivalent officers of the Borrower are obliged to

comply.

5

1.1.31

Closing Date

means

the date

on which

the Facility

Agent

issues the

notice

contemplated

by Clause

4.1

(

Initial

conditions precedent)

.

1.1.32

Code

means the US Internal Revenue Code of 1986.

1.1.33

Commitment

means:

(a)

a Facility A Commitment;

(b)

a Facility B Commitment;

(c)

a GBF Commitment.

1.1.34

Compliance Certificate

means a certificate

substantially in the

form set out

in

Schedule 7

(

Form of Compliance

Certificate

).

1.1.35

Confidential

Information

means

all

information

relating

to

the

Group,

any

other

Obligor,

the

Acquisition

Documents, the Acquisition,

the Finance Documents

or a Facility

of which a

Finance Party becomes

aware in its

capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to,

or for the purpose of becoming a Finance Party under,

the Finance Documents or a Facility from either:

(a)

any member of the Group, or any of its advisers; or

(b)

another Finance Party,

if the information was obtained by

that Finance Party directly or indirectly

from any

member of the Group or any of its advisers,

in whatever

form,

and includes

information

given orally

and any

document,

electronic file

or

any

other

way of

representing or recording information which contains or is derived or copied from

such information but excludes:

(i)

information that:

(A)

is or becomes

public information

other than as

a direct or

indirect result of

any breach by

that

Finance Party of Clause

37

(Confidential Information); or

(B)

is identified in writing at

the time of delivery as non-confidential

by any member of the

Group

or any of its advisers; or

(C)

is known by

that Finance Party

before the date

the information is

disclosed to it in

accordance

with paragraphs

(a)

or

(b)

above or

is lawfully

obtained by

that Finance

Party after

that date,

from a source

which is, as far

as that Finance

Party is aware,

unconnected with the

Group and

which, in either

case, as far as

that Finance Party

is aware, has not

been obtained in

breach of,

and is not otherwise subject to, any obligation of confidentiality.

1.1.36

Confidentiality

Undertaking

means

a

confidentiality

undertaking

substantially

in

a

recommended

form

of the

LMA, or in any other form agreed between the Borrower and the Facility Agent.

1.1.37

Default

means an Event of Default or any event or circumstance specified in Clause

24

(Events of Default) which

would (with the expiry of

a grace period, the giving of

notice, the making of any determination

under the Finance

Documents or any combination of any of the foregoing) be an Event of Default.

1.1.38

Deposit Manager

means Deposit Manager Proprietary Limited (registration number 2010/016889/07), a company

registered under the laws of South Africa.

1.1.39

Disclosure Schedule

means the disclosure schedule set out in

Schedule 11

(

DISCLOSURE SCHEDULE

).

1.1.40

Disposal

has the meaning given to that term in Clause

8.3

(

Disposal and Insurance Proceeds

).

1.1.41

Disruption Event

means:

6

(a)

a material disruption

to those payment or

communications systems or to

those financial markets which

are,

in

each

case,

required

to

operate

in

order

for

payments

to

be

made

in

connection

with

the

Facilities

(or

otherwise

in

order

for

the

transactions

contemplated

by

the Finance

Documents

to

be

carried

out)

which

disruption is not caused by,

and is beyond the control of, any of the Parties; or

(b)

the occurrence of

any other event

which results in

a disruption (of

a technical or

systems-related nature) to

the treasury or payments operations of a Party preventing that, or any other Party:

(i)

from performing its payment obligations under the Finance Documents;

or

(ii)

from communicating with other Parties in accordance with the terms of

the Finance Documents,

and which (in either such case) is

not caused by, and is beyond the control of, the Party whose

operations are

disrupted.

1.1.42

EBITDA

has the meaning given to that term in Clause

22.1

(

Financial Definitions

).

1.1.43

Eligible Institution

means any

Lender or

other bank,

financial institution,

trust, fund

or other

entity selected

by

the Borrower.

1.1.44

Environment

means humans,

animals, plants

and all

other living

organisms including

the ecological

systems of

which they form part and the following media:

(a)

air

(including,

without

limitation,

air

within

natural

or

man-made

structures,

whether

above

or

below

ground);

(b)

water (including,

without limitation,

territorial,

coastal and

inland

waters, water

under or

within land

and

water in drains and sewers); and

(c)

land (including, without limitation, land under water).

1.1.45

Environmental

Claim

means any

claim, proceeding,

formal notice

or investigation

by any

person in

respect of

any Environmental Law.

1.1.46

Environmental Law

means any applicable law or regulation which relates to:

(a)

the pollution or protection of the Environment;

(b)

the conditions of the workplace; or

(c)

the generation,

handling, storage,

use, release

or spillage

of any

substance which,

alone or

in combination

with any other, is capable of causing harm

to the Environment, including, without limitation, any waste.

1.1.47

Environmental

Permits

means any

permit

and other

Authorisation

and

the filing

of any

notification,

report or

assessment required under

any Environmental Law

for the operation of

the business of any

member of the Group

conducted on or from the properties owned or used by any member of the

Group.

1.1.48

Equity Cure Proceeds

has the meaning given to that term in Clause

22.4.1(b)(i)

(

Equity Cure

).

1.1.49

Event of Default

means any event or circumstance specified as such in Clause

24

(Events of Default).

1.1.50

Excess Cashflow

, on an Excess Cashflow

Measurement Date, means the

Cash and Cash Equivalents Investments

balances of the Group:

(a)

minus

all proceeds received

in cash by any

member of the Group

in respect of the

disposal of an asset

or a

claim under a contract of insurance which, under the authority of a resolution of the directors of the relevant

member

of the

Group,

adopted and

passed within

90 days

of receipt

of those

proceeds,

are to

be applied

within 180

days of

receipt to

replace an

asset or

insurance or

disposal proceeds

offered and

not applied

in

prepayment of the Facility Outstandings;

7

(b)

minus

all Capital

Expenditure projected

to fall due

for payment

by members of

the Group during

the next

six months, if the projected Capital Expenditure:

(i)

has been approved by the board of the relevant member of the Group;

(ii)

is disclosed to

the Facility Agent

in a schedule

of projected Capital

Expenditure for the

next six months

delivered to it with the Compliance Certificate;

(c)

minus

ZAR25,000,000.

1.1.51

Excess Cashflow Measurement

Date

means the last day of the

Financial Year

and the last day of each

Financial

Half-Year

.

1.1.52

Existing Absa

Financial Indebtedness

means the

existing Financial

Indebtedness owing

to Absa

Bank Limited

disclosed in the Disclosure Schedule and of which:

(a)

"Facility A",

"Facility B",

"Facility C",

the "Overdraft

Facility" and

the "Asset

Finance Facility"

shall be

refinanced in full on the first Utilisation Date; and

(b)

the remainder

shall be

refinanced in

full within

60 days

of the

Closing Date

or such

later

date as

may be

agreed by the Facility Agent acting reasonably.

1.1.53

Existing Financial Indebtedness

means the existing Financial Indebtedness disclosed in the Disclosure Schedule.

1.1.54

Facility

means a Term Facility or

the GBF Facility.

1.1.55

Facility

A

means

the

term

loan

facility

made

available

under

this

Agreement

as

described

in

Clause

2

(

THE

FACILITIES

).

1.1.56

Facility A Commitment

means:

(a)

in

relation

to

an

Original

Term

Lender,

the

amount

set

opposite

its

name

under

the

heading

"Facility

A

Commitment" in Part II

of

Schedule 1

(

The Original

) and the amount of

any other Facility A Commitment

transferred to it under this Agreement; and

(b)

in

relation

to

any

other

Lender,

the

amount

of

any

Facility

A

Commitment

transferred

to

it

under

this

Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

1.1.57

Facility A

Loan

means a

loan made

or to

be made

under Facility

A or

the principal

amount outstanding

for the

time being of that loan.

1.1.58

Facility

B

means

the

term

loan

facility

made

available

under

this

Agreement

as

described

in

Clause

2

(The

Facilities).

1.1.59

Facility B Commitment

means:

(a)

in

relation

to

an

Original

Term

Lender,

the

amount

set

opposite

its

name

under

the

heading

"Facility

B

Commitment" in Part II

of

Schedule 1

(

The Original

) and the amount of

any other Facility B Commitment

transferred to it under this Agreement; and

(b)

in

relation

to

any

other

Lender,

the

amount

of

any

Facility

B

Commitment

transferred

to

it

under

this

Agreement,

to the extent not cancelled, reduced or transferred by it under this Agreement.

1.1.60

Facility B

Loan

means a

loan made

or to

be made

under Facility

B or

the principal

amount outstanding

for the

time being of that loan.

8

1.1.61

FATCA

means:

(a)

sections 1471 to 1474 of the Code or any associated regulations;

(b)

any treaty, law or regulation of any

other jurisdiction, or relating to

an intergovernmental agreement between

the

US

and

any

other

jurisdiction,

which

(in

either

case)

facilitates

the

implementation

of

any

law

or

regulation referred to in paragraph

(a)

above; or

(c)

any agreement pursuant

to the implementation

of any treaty,

law or regulation

referred to in paragraphs

(a)

or

(b)

above

with the

US Internal

Revenue

Service,

the US

government

or any

governmental

or taxation

authority in any other jurisdiction.

1.1.62

FATCA

Application Date

means:

(a)

in

relation

to

a

withholdable

payment

described

in

section

1473(1)(A)(i)

of

the

Code

(which

relates

to

payments of interest and certain other payments from sources within the US), 1

July 2014; or

(b)

in relation to a

passthru payment

described in section 1471(d)(7)

of the Code not falling within

paragraph

(a)

above, the first

date from which

such payment may

become subject to

a deduction or

withholding required

by FATCA.

1.1.63

FATCA

Deduction

means a

deduction

or withholding

from a

payment under

a Finance

Document

required by

FATCA.

1.1.64

FATCA

Exempt Party

means a Party that is entitled to receive payments free from any FATCA

Deduction.

1.1.65

Fee Letter

means:

(a)

any letter or

letters dated on

or about the

date of this

Agreement between

the Arranger and

a Borrower (or

the Facility Agent and a Borrower) setting out any of the fees referred to in Clause

13

(Fees); and

(b)

any agreement setting out fees payable to a Finance Party under any other

Finance Document.

1.1.66

Final Maturity

Date

means, in relation

to Facility A

and Facility B,

the date falling

five years

from the

Closing

Date.

1.1.67

Finance Document

means:

(a)

this Agreement;

(b)

each Transaction Security Document;

(c)

the Funds Flow and Release Agreement;

(d)

each GBF Document;

(e)

any Accession Letter;

(f)

any Compliance Certificate;

(g)

any Fee Letter;

(h)

any Resignation Letter;

(i)

any Utilisation Request; or

(j)

any other document designated as a "Finance Document" by the Facility Agent

and a Borrower.

1.1.68

Finance Lease

has the meaning given to that term in Clause

22.1

(

Financial Definitions

).

1.1.69

Finance Party

means:

9

(a)

the Facility Agent;

(b)

the Arranger; or

(c)

a Lender.

1.1.70

Financial Indebtedness

means, without double counting, any indebtedness for or in respect of:

(a)

moneys borrowed, credit provided and debit balances at banks or other financial

institutions;

(b)

any acceptance under any acceptance credit or bill discounting facility (or

dematerialised equivalent);

(c)

any note purchase facility or the issue of bonds, notes, debentures, loan

stock or any similar instrument;

(d)

the amount of any liability in respect of Finance Leases;

(e)

receivables sold or discounted (other than any receivables to the extent they are sold on a

non-recourse basis

and meet any requirement for de-recognition under IFRS or IFRS for

SMEs (as applicable));

(f)

any Treasury Transaction

(and, when calculating the value of that Treasury

Transaction, only the marked to

market

value

(or,

if

any

actual amount

is due

as

a

result

of

the

termination

or

close-out of

that

Treasury

Transaction, that amount) shall be taken

into account);

(g)

without

double

counting,

any

counter-indemnity

obligation

in

respect

of

a

guarantee,

bond,

standby

or

documentary letter of credit or any other instrument issued by a bank or financial

institution;

(h)

any amount raised by the issue of shares which are redeemable (other

than at the option of the issuer) or are

otherwise classified as borrowings under IFRS or IFRS for SMEs (as applicable);

(i)

any amount of any

liability under an

advance or deferred

purchase agreement if (i)

one of the

primary reasons

behind entering into the agreement is

to raise finance or to

finance the acquisition or construction of

the asset

or service

in question

or (ii)

the agreement

is in

respect of

the supply

of assets

or services

and payment

is

due more than 90 days after the date of supply;

(j)

any amount raised under any other transaction (including any forward sale or

purchase, sale and sale back or

sale

and

leaseback

agreement)

having

the

commercial

effect

of

a

borrowing

or

otherwise

classified

as

borrowings under IFRS or IFRS for SMEs (as applicable); and

(k)

without double counting, the amount of

any liability in respect of any guarantee

or indemnity for any of the

items referred to in paragraphs

(a)

to

(j)

above.

1.1.71

Financial Half-Year

has the meaning given to that term in Clause

22.1

(

Financial Definitions

).

1.1.72

Financial Year

has the meaning given to that term in Clause

22.1

(

Financial Definitions

).

1.1.73

GBF Agreement

means:

(a)

the Original GBF Agreement; or

(b)

any other facility agreement or facility letter entered into by a Borrower and the GBF Lender to regulate the

terms on which a GBF Facility is to be provided.

1.1.74

GBF Commitment

means the Original

GBF Commitment, to

the extent not

cancelled or reduced

under the GBF

Agreement relating to the applicable GBF Facility (subject to the requirements

of the Finance Documents).

1.1.75

GBF Document

means:

(a)

a GBF Agreement; or

(b)

a document

(including

a document

in electronic

format only)

entered

into from

time to

time between

the

10

GBF Lender and a Borrower, which evidences a facility, financial instrument or a financial service provided

as part of the GBF Facility.

1.1.76

GBF

Facility

means:

(a)

the Original GBF Facility; or

(b)

any other direct

and indirect general

banking facility provided

by the GBF Lender

to a Borrower

under the

GBF Agreement.

1.1.77

Group

means the Borrower and K2021 and each of their Subsidiaries for the time

being.

1.1.78

Guarantor

means:

(a)

each Original Guarantor; or

(b)

any other Additional Guarantor.

1.1.79

Holding Company

means, in relation to a person, any other person in respect of which it is a Subsidiary.

1.1.80

IFRS

means

international

accounting

standards

within the

meaning

of IAS

Regulation

1606/2002

to

the extent

applicable to the relevant financial statements.

1.1.81

Intellectual Property

means:

(a)

any patents, trade marks, service marks, designs, business names,

copyrights, database rights, design rights,

domain names, moral

rights, inventions, confidential

information, knowhow and

other intellectual property

rights and interests (which may now or in the future subsist), whether registered or unregistered;

and

(b)

the benefit of all applications and rights to use such assets of each member of the Group (which may now or

in the future subsist).

1.1.82

Interest Payment Date

means each of 31 March, 30 June, 30 September

and 31 December, and the Final Maturity

Date.

1.1.83

Interest

Period

means,

in

relation

to

a

Loan,

each

period

determined

in

accordance

with

Clause

11

(Interest

Periods)

and,

in

relation

to

an

Unpaid

Sum,

each

period

determined

in

accordance

with

Clause

10.3

(Default

interest).

1.1.84

Internally

Generated

Cash

means

funds

generated

from

the

operating

activities

of

the

Group

in

the

ordinary

course of business

but excluding,

for the avoidance

of doubt, any

Equity Cure Proceeds

and any proceeds

of any

Financial Indebtedness raised from any Refinancing.

1.1.85

JIBAR

means, for an Interest Period of a Loan or Unpaid Sum:

(a)

the applicable Screen Rate; or

(b)

(if no Screen Rate is available for the Interest Period of the Loan or Unpaid Sum) the arithmetic mean of the

rates (rounded upwards to four decimal places), as

supplied to the Facility Agent at

its request, quoted by the

Reference Banks to leading banks

in the Johannesburg interbank

market, as of 11h00 on

the Quotation Day

for the offering of deposits in Rand for a period comparable to

that Interest Period.

1.1.86

JIBAR Overnight Deposit Rate

means:

(a)

the applicable Screen Rate; or

(b)

(if no Screen

Rate is available)

the arithmetic

mean of

the rates (rounded

upwards to four

decimal places),

as

supplied

to

the

Facility

Agent

at

its

request,

quoted

by

the

Reference

Banks

to

leading

banks

in

the

Johannesburg interbank

market, as of 11h00

on the Quotation

Day for the offering

of overnight deposits

in

Rand.

11

1.1.87

Joint Venture

means any joint

venture entity,

partnership or similar

person, comprising an

association of two

or

more persons

to undertake

a business

enterprise through

a combination

of assets

and/or expertise,

the ownership

of, or

other interest in,

which does

not require

any member of

the Group

to consolidate the

results of that

person

with its own as a Subsidiary.

1.1.88

K2020

means K2020263969 (South

Africa)

Proprietary Limited (registration

number 2020/263969/07), a

company

registered under the laws of South Africa.

1.1.89

K2020 Facility Agreement

means the facility agreement dated on

or about 15 February, 2021 between K2020 and

FirstRand Bank Limited (acting through its Rand Merchant Bank division).

1.1.90

K2021

means K2021477132 (South

Africa) Proprietary Limited

(registration number 2021/477132/07), a

company

registered under the laws of South Africa.

1.1.91

K2021

Consent

means

the

consent

given

by

FirstRand

Bank

Limited

(acting

through

its Rand

Merchant

Bank

division) to K2021 to enter into this Agreement.

1.1.92

Kazang

Prepaid

means Kazang

Prepaid (Proprietary)

Limited (registration

number

CO2017/2253),

a company

registered under the laws of Botswana.

1.1.93

Lender

means:

(a)

any Original Term

Lender;

(b)

the GBF Lender; or

(c)

any

bank,

financial

institution,

trust,

fund

or

other

entity

which

has

become

a

Party

as

a

"Lender"

in

accordance with Clause

25

(Changes to the Lenders),

which in each case has not ceased to be a Party as such in accordance with the terms of this Agreement.

1.1.94

LMA

means the Loan Market Association.

1.1.95

Loan

means a loan made or to be made under a Facility,

or the principal amount outstanding for the time being of

that loan.

1.1.96

Margin

means:

(a)

in relation to any Facility A Loan:

(i)

while the Leverage Ratio is greater than or equal to 3.50 times, 4.00 per cent. per

annum;

(ii)

while the Leverage Ratio is between 2.50 times and 3.5 times, 3.75 per cent. per

annum;

(iii)

while the Leverage Ratio is less than or equal to 2.50 times, 3.40 per cent. per annum,

with effect from the date of occurrence of an Event of Default and for so long as it is continuing, the Margin

detailed above plus 2.00 per cent.

(b)

in relation to any Facility B Loan:

(i)

while the Leverage Ratio is greater than or equal to 3.50 times, 4.00 per cent. per

annum;

(ii)

while the Leverage Ratio is between 2.50 times and 3.5 times, 3.75 per cent. per

annum;

(iii)

while the Leverage Ratio is less than or equal to 2.50 times, 3.40 per cent. per annum,

with effect from the date of occurrence of an Event of Default and for so long as it is continuing, the Margin

detailed above plus 2.00 per cent.

12

(c)

in relation to any Unpaid Sum

relating or referable to a Facility,

the rate per annum specified above for

that

Facility; and

(d)

in relation to any other Unpaid Sum, the highest rate specified above.

1.1.97

Luxanio

means

Luxanio

227

Proprietary

Limited

(registration

number

2018/605739/07),

a

company

registered

under the laws of South Africa.

1.1.98

Main Street 1723

means Main Street 1723 Proprietary Limited (registration number 2019/300711/07), a company

registered under the laws of South Africa.

1.1.99

Material Adverse Effect

means the occurrence

of any event or

circumstance or the

change in any circumstances

which, in the reasonable opinion of the Lender,

is likely to have a material adverse effect on:

(a)

the business, operations, property,

condition (financial or otherwise), or prospects of any Obligor;

(b)

the ability of an Obligor to perform its obligations under the Finance Documents

to which it is a party; or

(c)

the validity

or enforceability of

any of, or

the effectiveness

or ranking of

any Transaction

Security granted

or

purporting

to

be

granted

pursuant

to

any

of,

the

Finance

Documents

or

the

rights

or

remedies

of

any

Finance Party under any of the Finance Documents.

1.1.100

Material Subsidiary

means a Subsidiary of the Borrower

whose gross assets, EBITDA (as defined

in this Clause

below) or total

revenue equal or exceed

5.00 per cent. or

more of the gross

assets, Consolidated EBITDA

or total

revenue of the Group.

For this purpose:

(a)

the gross assets, EBITDA

or total revenue of a

Subsidiary of the Borrower

will be determined using

the latest

audited consolidated financial statements of the Borrower;

(b)

if a

Subsidiary of

the Borrower

becomes a

member of

the Group after

the date on

which the

latest audited

consolidated

financial statements

of the

Borrower

have been

prepared,

the gross

assets, EBITDA

or total

revenue of that Subsidiary will be determined from its latest consolidated financial

statements;

(c)

the

gross

assets,

Consolidated

EBITDA

or

total

revenue

of the

Group

will be

determined

from

the latest

audited consolidated financial statements of the Borrower;

(d)

the

EBITDA

of

a

Subsidiary

(or

a

company

or

business

subsequently

acquired

or

disposed

of)

will

be

determined on the same basis as Consolidated EBITDA (as defined in Clause

22.1

(Financial Definitions)),

except

that

references

to

the

Borrower

will

be

construed

as

references

to

that

Subsidiary,

company

or

business.

Notwithstanding the above, each of the following

companies will be a Material Subsidiary:

(i)

each Original Guarantor;

(ii)

any Subsidiary of the Borrower which is a direct Holding Company of an Obligor;

(iii)

each directly or indirectly wholly-owned Subsidiary of the Borrower;

or

(iv)

any member of the Group to

which an Obligor or a

Material Subsidiary disposes of all or

any substantial part

of its assets (on the date of that transfer and for any applicable period thereafter).

1.1.101

Measurement Date

has the meaning given to that term in Clause

22.1

(

Financial Definitions

).

1.1.102

Measurement Period

has the meaning given to that term in Clause

22.1

(

Financial Definitions

).

1.1.103

Month

means a period starting

on one day in

a calendar month and ending

on the numerically corresponding

day

in the next calendar month, except that:

13

(a)

(subject to paragraph

(c)

below) if the numerically corresponding

day is not a

Business Day, that period shall

end on the next Business Day in that calendar month in which that period is to end if there is one, or if there

is not, on the immediately preceding Business Day;

(b)

if there is no numerically corresponding day in the calendar month in which that period is to

end, that period

shall end on the last Business Day in that calendar month; and

(c)

if an

Interest Period

begins on

the last

Business Day

of a calendar

month, that

Interest Period

shall end on

the last Business Day in the calendar month in which that Interest Period is to end.

The above rules will only apply to the last Month of any period.

1.1.104

Net1

means Net1 Applied Technologies

South Africa Proprietary Limited

(registration number 2002/031446/07),

a company registered under the laws of South Africa.

1.1.105

Net1 Loan

means the R350,000,000 loan dated on or about the Closing Date to be made by the Borrower to Net1.

1.1.106

New Lender

has the meaning given to that term in Clause

25

(Changes to the Lenders).

1.1.107

Obligor

means a Borrower or a Guarantor.

1.1.108

Original Financial Statements

means the audited financial statements

of the Borrower for its

financial year ended

28 February, 2021.

1.1.109

Original

GBF

Agreement

means

the

general

banking

facility

agreement

dated

on

or

about

the

date

of

this

Agreement between

the Borrower

and the

GBF Lender,

to regulate

the terms

on which

the GBF Facility

is to

be

provided to the Borrower.

1.1.110

Original GBF Commitment

means ZAR247,960,000.

1.1.111

Original GBF

Facility

means each

direct and

indirect working

capital facility provided

by the

GBF Lender

to a

Borrower under the Original GBF Agreement.

1.1.112

Original Jurisdiction

means, in

relation to

an Obligor,

the jurisdiction under

whose laws it

is incorporated

as at

the date of this Agreement, or, in the case of an

Additional Obligor, as at the date on which that Additional Obligor

becomes Party as a Guarantor or a Borrower (as the case may be).

1.1.113

Ovobix

means

Ovobix

(RF)

Proprietary

Limited

(registration

number

2013/068120/07),

a

company

registered

under the laws of South Africa.

1.1.114

Party

means a party to this Agreement.

1.1.115

Permitted Acquisition

means:

(a)

the acquisition by an Obligor of an asset from another Obligor;

(b)

any acquisition of shares

and claims which,

is on arm's

length terms provided that

the Borrower has

delivered

a certificate (signed by a

director of the Borrower) to

the Facility Agent not later

than 10 Business Days

prior

to the date on which that acquisition is proposed to be made:

(i)

confirming the subject matter of the proposed acquisition;

(ii)

confirming that the acquisition made from Internally Generated Cash or

New Shareholder Injection;

(iii)

certifying that no Default would result from the acquiring that acquisition;

(iv)

including a

Compliance Certificate

setting out

(in reasonable

detail) computations

as to

compliance

with Clause

22

(Financial Covenants) prior to and immediately following such acquisition;

14

(v)

demonstrating

that the

acquisition would

have generated

a positive

EBITDA and

cash flow

for

the

twelve month period prior to the acquisition date;

(vi)

confirming the consideration (when aggregated with the consideration

of any other acquisitions in

any

financial year) does not exceed ZAR20,000,000 in any financial year;

(c)

the acquisition by the Borrower of 20.00 per cent. of the shares in the share capital

of Kazang Prepaid;

(d)

any acquisition entered into with the express prior consent of the Facility Agent.

1.1.116

Permitted BEE Transaction

means any acquisition

of shares or interests

by or disposal of

shares or interest to

a

BEE Party, provided that the transaction is concluded in

order to comply with the

requirements of the Group or any

member thereof

under an applicable

code of good

practice issued in

terms of section

9 of the

Broad Based Black

Economic Act 53 of 2003 and entered into with the express prior consent of

the Facility Agent.

1.1.117

Permitted Disposal

means any sale, lease, licence, transfer or other disposal which, is on arm's length terms:

(a)

of trading stock or cash made by any member of the Group in

the ordinary course of trading of the disposing

entity;

(b)

of assets

(other

than

shares, businesses,

Intellectual

Property)

in exchange

for other

assets comparable

or

superior as to type, value and quality (other than an exchange of a non-cash

asset for cash);

(c)

of obsolete or redundant vehicles, plant and equipment for

cash;

(d)

of Cash Equivalent Investments for cash or in exchange for other Cash Equivalent

Investments;

(e)

constituted by a licence of intellectual property rights permitted by

Clause

23.25

(Intellectual Property);

(f)

contemplated in the Acquisition Documents;

(g)

arising as a result of any Permitted Security;

(h)

a disposal pursuant to a Permitted BEE Transaction

provided it does not result in a Change of Control; or

(i)

any

Disposal

entered

into

with

the

express

prior

consent

of

the

Facility

Agent,

provided

that

(a)

the

consideration

for

the

Disposal,

when

aggregated

with

the

consideration

of

any

other

Disposals

in

any

financial year, does not

exceed ZAR100,000,000, or its equivalent in another

currency or currencies, in any

financial year

of the

Borrower and

(b) the Borrower

has delivered

a certificate

(signed by

a director

of the

Borrower) to the

Facility Agent not

later than 10

Business Days prior

to the date

on which that

Disposal is

proposed to be made:

(i)

confirming the subject matter of the proposed Disposal;

(ii)

certifying that no Default would result from the making of that Disposal;

(iii)

including a

Compliance Certificate

setting out

(in reasonable

detail) computations

as to

compliance

with Clause

22

(Financial Covenants) prior to and immediately following such Disposal.

1.1.118

Permitted Distribution

means:

(a)

the payment of

a distribution by

Subsidiaries of the

Borrower to the

direct shareholders of

such Subsidiary

pro rata to the ordinary shareholding;

(b)

the payment of a distribution by the Subsidiaries of K2020 to the direct

shareholders of such Subsidiary pro

rata to the ordinary shareholding;

(c)

the payment of fees and charges by K2020 to the Borrower

in the ordinary course of business;

15

(d)

the

payment

of

fees

and

charges

by

Deposit

Manager

and

Cash

Connect

Capital

to

the

Borrower

in

the

ordinary course of business;

(e)

the payment of any distribution by the Borrower if:

(i)

the Borrower

has not

less than

10 Business

Days prior

to the

proposed date

for the

payment of

that

distribution given the Facility Agent written notice of its intention to pay

that distribution;

(ii)

no

Default

is continuing

at

the time

that

distribution

is proposed

to be

paid

or will

result

from

the

payment of that distribution;

(iii)

the Borrower

has complied

with its

obligations

under

Clause

8.4

(

Mandatory

prepayment

– cash

sweep

);

(iv)

the Borrower

has delivered

a certificate (signed

by a

director of

the Borrower)

to the

Facility Agent

not later than 10 Business Days prior to the date on which that distribution

is proposed to be made:

(A)

confirming the amount of the proposed distribution;

(B)

certifying that no Default would result from the making of that distribution;

(C)

including

a

Compliance

Certificate

setting

out

(in

reasonable

detail)

computations

as

to

compliance with Clause

22

(Financial Covenants) prior to, immediately following the payment

of such distribution and for the next four Measurement Dates after such

distribution;

provided that no more than two such distributions may be paid in any Financial Year;

(f)

any other distribution made with the express prior consent of the Facility Agent.

1.1.119

Permitted Financial Indebtedness

means Financial Indebtedness:

(a)

arising under the Finance Documents;

(b)

arising under the K2020 Facility Agreement;

(c)

disclosed in the Disclosure Schedule;

(d)

shareholder loans subordinated on terms acceptable to the Facility Agent;

(e)

arising under any Finance Lease;

(f)

incurred by way of a Permitted Loan or a Permitted Guarantee;

(g)

trade credit extended

to an Obligor

or a member

of the Group

which is entered

into on normal

commercial

terms and

in the

ordinary course

of its

trading activities

and which

has a

credit term

of not

more than

90

days;

(h)

any

Financial Indebtedness

arising under

unsecured general

or short

term banking

facilities provided

to a

member of the Group by another bank or

financial institution, provided that the maximum aggregate amount

of

Financial

Indebtedness

under

this paragraph

(h)

together with

the

aggregate

amount of

any

guarantees

under

Clause

1.1.120(e)

does not

exceed

ZAR40,000,000

(or its

equivalent

in any

other currency)

at any

time;

(i)

incurred pursuant to a Refinancing permitted in terms of Clause

9.11;

(j)

incurred with the express prior consent of the Facility Agent.

1.1.120

Permitted Guarantee

means:

(a)

any guarantee given in terms of the Finance Documents;

16

(b)

any guarantee given in terms of the K2020 Facility Agreement;

(c)

any guarantee of a Joint Venture

to the extent permitted by Clause

23.12.1(b)

(

Joint ventures

);

(d)

any guarantees disclosed in the Disclosure Schedule;

(e)

any

guarantee

given

by

the

Borrower,

provided

that

the

maximum

aggregate

amount

of

Financial

Indebtedness

under

Clause

1.1.119(h)

together

with

the

aggregate

amount

of

any

guarantees

under

this

paragraph

1.1.120(e)

does not exceed ZAR40,000,000 (or its equivalent in any other currency) at any time;

(f)

a guarantee given with the express prior consent of the Facility Agent.

1.1.121

Permitted Loan

means:

(a)

the Net1 Loan;

(b)

any loan disclosed in the Disclosure Schedule;

(c)

any

trade credit

extended by

any

member of

the Covenant

Group to

its customers

on normal

commercial

terms and in

the ordinary course of

its trading activities

and on payment

terms not exceeding

90 days or,

if

applicable,

such

longer periods

in

relation

to payment

arrangements

made

by

a member

of

the

Covenant

Group with its defaulting customers for repayment of such trade credit;

(d)

any loans made by Main

Street 1723 to its

customers in the ordinary course of

its business up to an

aggregate

amount of ZAR100,000,000 or such greater amount agreed by the

Facility Agent;

(e)

any loans made by Cash Connect Capital to its customers in the ordinary course

of its business;

(f)

subordinated loans or other

subordinated debt instruments in

the members of the Group,

provided that such

subordinated

loans

or

other

subordinated

debt

instruments

are

subordinated

on

terms

acceptable

to

the

Facility Agent; or

(g)

a loan made with the express prior consent of the Facility Agent.

1.1.122

Permitted Security

means:

(a)

any lien arising by operation of law and in the ordinary course of trading and

not as a result of any default or

omission by any member of the Group;

(b)

any Security arising pursuant to the Finance Documents;

(c)

any Security or

Quasi-Security which is

existing prior to

the date

of this

Agreement, which has

been disclosed

to

the

Facility

Agent

in

the

Disclosure

Schedule,

and

which

only

secures

indebtedness

under

facilities

outstanding at the date of

this Agreement, if the original

principal amount or original facility

thereby secured

is not increased after the date of this Agreement;

(d)

any

netting

or

set-off

arrangement

entered

into

by

any

Obligor

in

the

ordinary

course

of

its

banking

arrangements for the purpose of netting debit and credit balances of

Obligors;

(e)

any Security under a finance or capital lease which constitutes Permitted Financial

Indebtedness;

(f)

any payment or close out

netting or set-off arrangement

pursuant to any Treasury

Transaction comprised in

Permitted

Financial

Indebtedness,

excluding

any

Security

or

Quasi-Security

under

a

credit

support

arrangement;

(g)

any

Security

or

Quasi-Security

securing

indebtedness,

which

is

Permitted

Financial

Indebtedness,

the

principal amount of which (when aggregated with the principal amount of any other indebtedness which has

the benefit of Security given by any

Obligor or any member of the Borrower

Group other than that permitted

by this clause above) does not at any time exceed ZAR20,000,000 in aggregate;

17

(h)

any Security entered into with the express prior consent of the Facility Agent.

1.1.123

Quasi-Security

has the meaning given to that term in Clause

23.15

(Negative pledge).

1.1.124

Quotation Day

means, in relation to any period

for which an interest rate is to

be determined, the first day of

that

period

or

such

other

day

as

the

Facility

Agent

determines

is

generally

treated

as the

rate

fixing

day

by

market

practice in the Johannesburg interbank market.

1.1.125

Reference Bank Quotation

means any quotation supplied to the Facility Agent by a Reference Bank.

1.1.126

Reference

Banks

means

the

principal

Johannesburg

offices

of Absa

Bank

Limited,

FirstRand

Bank

Limited,

Investec Bank

Limited, Nedbank

Limited and The

Standard Bank of

South Africa Limited,

or such other

entities

as may be appointed by the Facility Agent in consultation with the Borrower.

1.1.127

Refinancing

means the repayment,

prepayment, cancellation

or replacement

of any of

the Facilities (in

whole or

in part) funded,

directly or indirectly,

by way of

the incurrence by a

Borrower or any

other member of

the Group

of Financial

Indebtedness or

the issue

of redeemable

preference shares

by the

Borrower or

any other

member of

the Group, and

Refinance

and

Refinanced

shall be construed accordingly.

1.1.128

Refinancing Penalties

has the meaning given to that term in Clause

9.12.1

Refinancing penalties

).

1.1.129

Related

Fund

in

relation

to

a

fund

(the

first

fund

),

means

a

fund

which

is

managed

or

advised

by

the

same

investment manager or

investment adviser as

the first fund or,

if it is managed

by a different

investment manager

or investment

adviser,

a fund

whose investment

manager or

investment adviser

is an

Affiliate of

the investment

manager or investment adviser of the first fund.

1.1.130

Relevant Jurisdiction

means, in relation to an Obligor:

(a)

its Original Jurisdiction;

(b)

any jurisdiction where any asset subject to or intended to be subject

to the Transaction Security to be created

by it is situated;

(c)

any jurisdiction where it conducts its business; or

(d)

the jurisdiction whose laws govern the perfection of any of

the Transaction Security Documents entered into

by it.

1.1.131

Repayment Date

means each repayment date set out in

Schedule 4

(

REPAYMENT

SCHEDULE

).

1.1.132

Repeating

Representations

means

each

of

the

representations

set

out

in

Clause

20.1

(

Status

)

to

Clause

20.5

(

Validity and admissibility in evidence

), Clause

20.7

(

Governing law and enforcement

), Clause

20.11

(

No default

),

Clause

20.13 (

Financial Statements

) (other than Clause

20.13.3

(

Financial Statements

) and Clause

20.20

(

Ranking

)

to Clause

20.27

(

No adverse consequences

).

1.1.133

Representative

means any

representative, delegate,

agent, manager,

administrator,

nominee, attorney,

trustee or

custodian.

1.1.134

Sanctioned Entity

means:

(a)

a person, country or territory which is listed on a Sanctions List or is subject to Sanctions; or

(b)

a person which is ordinarily resident in a country or territory which is listed on a Sanctions List or is subject

to Sanctions.

1.1.135

Sanctioned Transaction

means the

use of

the proceeds

of any

of the

Facilities for

the purpose

of financing

or

providing any credit, directly or indirectly,

to:

(a)

a Sanctioned Entity; or

18

(b)

any other person or entity, if a member of the Group has actual knowledge that the person or entity proposes

to use the proceeds of the financing or credit for the purpose of financing or providing any credit, directly or

indirectly, to a Sanctioned

Entity,

in each case to the extent that to do so is prohibited by,

or would cause any breach of, Sanctions.

1.1.136

Sanctions

means

trade,

economic

or

financial

sanctions,

laws,

regulations,

embargoes

or

restrictive

measures

imposed, administered or enforced from time to time by any Sanctions Authority.

1.1.137

Sanctions Authority

means:

(a)

the United Nations;

(b)

the European Union;

(c)

the Council of Europe (founded under the Treaty of London, 1946);

(d)

the government of the United States of America;

(e)

the government of the United Kingdom;

(f)

the government of the Republic of France;

(g)

the government of Switzerland;

(h)

the government of the Commonwealth of Australia,

and any of their governmental authorities and agencies, including, without limitation, the Office of Foreign Assets

Control for the US Department

of Treasury (

OFAC

), the US Department of Commerce,

the US State Department

or the US Department of the Treasury,

Her Majesty's Treasury (

HMT

) and the French Ministry of Finance.

1.1.138

Sanctions List

means:

(a)

the Specially Designated Nationals and Blocked Persons List maintained

by OFAC;

(b)

the Consolidated List of Financial Sanctions Targets

and the Investments Ban List maintained by HMT,

and

any

similar

list

maintained,

or

a

public

announcement

of

a

Sanctions

designation

made,

by

any

Sanctions

Authority, in each case

as amended, supplemented or substituted from time to time.

1.1.139

Screen Rate

means:

(a)

for

JIBAR, the

Johannesburg

Interbank

Agreed

Rate,

polled

and

published

by the

South

African

Futures

Exchange (a

division of

the JSE

Limited) for

deposits in

Rand for

the relevant

period, as

displayed on

the

Reuters Screen SAFEY Page alongside the caption "

YLD

" at the applicable time; and

(b)

for the JIBAR Overnight

Deposit Rate, the SAFEX

overnight call deposit

rate, polled and published

by the

South African

Futures Exchange

(a division

of the

JSE Limited)

for deposits

in Rand,

as displayed

on the

Reuters Screen SAFEY Page alongside the caption "

SFXROD

" at the applicable time.

If

the

relevant

page

is

replaced

or

the

information

service

ceases

to

be

available,

the

Facility

Agent

(after

consultation with

the Borrower

and the

Lenders) may

specify another

page or

service displaying

the appropriate

rate.

1.1.140

Secured Property

means all of the assets of

the Obligors and the other Security

Providers which from time to time

are, or are expressed to be, the subject of the Transaction

Security.

1.1.141

Security

means a mortgage bond,

notarial bond, cession in

security, charge, pledge, hypothec, lien or

other security

interest securing any obligation of any person or any other agreement

or arrangement having a similar effect.

19

1.1.142

Security Provider

means a person, other than an Obligor, which grants

Transaction Security.

1.1.143

SPA

means

the

share

purchase

agreement

dated

31 October,

2021

between,

amongst

others,

Net1,

Net1

UEPS

Technologies,

Inc.,

Old

Mutual

Life

Assurance

Company

(South

Africa)

Limited,

Lirast

(Mauritius)

Company

Limited, SIG

International Investment

(BVI) Limited,

Aldgate International

Limited, Ivan

Epstein, PFCC

(BVI)

Limited, PCF Investments (BVI) Limited, Luxanio, Vista Capital Investments Proprietary Limited, Vista

Treasury

Proprietary Limited, K2021 and the Borrower.

1.1.144

Subordination Agreement

means a subordination

agreement to be

entered into between

each Obligor,

Net1 and

the Finance Parties.

1.1.145

Subsidiary

means:

(a)

a “subsidiary” as

defined in the

Companies Act, 2008

and shall include

any person who

would, but for

not

being a “company”

under the Companies

Act, 2008, qualify

as a “subsidiary”

as defined in

the Companies

Act, 2008;

(b)

any partnership, joint venture, trust, juristic person or other entity controlled

by that person.

1.1.146

Target

Company

means each of:

(a)

the Borrower;

(b)

K2021;

(c)

Luxanio; and

(d)

Ovobix.

1.1.147

Target

Group

means each Target

Company and each of its Subsidiaries on the Acquisition Date.

1.1.148

Tax

means any tax, levy, impost, duty or other charge or withholding

of a similar nature (including any penalty or

interest payable in connection with any failure to pay or any delay in paying

any of the same).

1.1.149

Term

Facility

means Facility A or Facility B.

1.1.150

Term

Loan

means a Facility A Loan or a Facility B Loan.

1.1.151

Total

Commitments

means the aggregate of:

(a)

the Total Facility A Commitments;

(b)

the Total Facility B Commitments;

(c)

the Total GBF Commitments,

being ZAR1,297,960,000 at the date of this Agreement.

1.1.152

Total

Facility A Commitments

means the aggregate

of the Facility

A Commitments,

being ZAR700,000,000

at

the date of this Agreement.

1.1.153

Total

Facility B

Commitments

means the

aggregate of

the Facility

B Commitments,

being ZAR350,000,000

at

the date of this Agreement.

1.1.154

Total

GBF Commitments

means the aggregate of

the GBF Commitments, being

ZAR247,960,000 at the date

of

this Agreement.

1.1.155

Transaction

Security

means

the

Security

created

or

expressed

to

be

created

in

favour

of

the

Finance

Parties

pursuant to the Transaction Security Documents

and general notarial bonds.

20

1.1.156

Transaction Security Documents

means:

(a)

each pledge or cession in securitatem debiti referred to in

Schedule 9

(

Transaction Security

);

(b)

any

written

notice

to

a

third

person

of

the

Security

established

under

a

security

agreement

set

out

in

paragraph

(a)

and any

written acknowledgement of

that notice

which is

required to

be delivered

to the

Facility

Agent under that security agreement; or

(c)

any other

document evidencing

or creating

any guarantee

or Security Interest

over any

asset of an

Obligor

or any other

Security Provider to

secure any obligation

of an Obligor

to a Finance

Party under the

Finance

Documents.

1.1.157

Transfer

has the meaning given to that term in Clause

25

(

Changes to the Lender

).

1.1.158

Transfer

Certificate

means

a

certificate

substantially

in

the

form

set

out

in

Schedule

5

(

Form

of

Transfer

Certificate

) or any other form agreed between the Facility Agent and the Obligors.

1.1.159

Transfer Date

means, in relation to a cession or a transfer, the later of:

(a)

the proposed Transfer Date specified in the

relevant Transfer Certificate; and

(b)

the date on which the Facility Agent executes the relevant Transfer

Certificate.

1.1.160

Treasury

Transactions

means

any

derivative

transaction

entered

into

in

connection

with

protection

against

or

benefit from fluctuation in any rate or price.

1.1.161

Unpaid Sum

means any sum due

and payable but unpaid

by an Obligor or

any other Security

Provider under the

Finance Documents.

1.1.162

US

means the United States of America.

1.1.163

US Tax Obligor

means an Obligor, but only if some or all of its payments under the Finance Documents are from

sources within the US for US federal income tax purposes.

1.1.164

Utilisation

means a utilisation of a Facility.

1.1.165

Utilisation Date

means the date of a Utilisation, being the date on which the relevant Loan is to be

made.

1.1.166

Utilisation Request

means a

notice substantially

in the

relevant form

set out

in

Schedule 3

(

Form of

Utilisation

Request

).

1.1.167

VAT

means:

(a)

any value added tax as provided for in the Value

Added Tax Act, 1991;

(b)

any general service tax; and

(c)

any other tax of a similar nature.

1.1.168

ZAR

means South African Rand, the lawful currency of South Africa.

1.2

Construction

1.2.1

Unless a contrary indication appears, a reference in this Agreement to:

(a)

the

Facility

Agent

,

the

Arranger

,

any

Finance

Party

,

any

Lender

,

the

Borrower

,

any

Obligor

,

any

Security Provider

any

Party

or any other

person shall be

construed so as to

include its successors

in title,

permitted

cessionaries

and

permitted

transferees

to,

or

of,

its rights

and/or

obligations

under

the

Finance

Documents;

21

(b)

a

document

in

agreed

form

is

a

document

which

is

previously

agreed

in

writing

by

or

on

behalf

of

the

Borrower and the Facility Agent or, if not so

agreed, is in the form specified by the Facility Agent;

(c)

assets

includes present and future properties, revenues and rights of every description;

(d)

authority

includes

any

court

or

any

governmental,

intergovernmental

or

supranational

body,

agency,

department or any regulatory,

self-regulatory or other authority;

(e)

distribution

means a

transfer by

a company

of money

or other

assets of

the company

(other than

its own

shares) to, or to the order (or otherwise for the benefit) of, one or more holders

of shares in that company or

another

company

within

the

same

group

of

companies,

including

any

principal

or

interest

in

respect

of

amounts

due

(whether

in

respect

of

an

intercompany

or

a

shareholder

loan

or

otherwise);

any

dividend

(including any interest on any unpaid amount of a dividend),

charge, fee, consideration or other distribution

(whether in cash

or in kind)

on or in

respect of its

shares or share

capital (or any

class of its

share capital);

any repayment or distribution of any share premium account;

and the payment of any management, advisory

or other fee;

(f)

a

Finance Document

or any other agreement or instrument is a reference to that

Finance Document or other

agreement or instrument as amended, novated, supplemented, extended

or restated;

(g)

a

group of Lenders

includes all the Lenders;

(h)

guarantee

means any

guarantee, letter

of credit,

bond, indemnity

or similar

assurance against

loss, or

any

obligation, direct or indirect, actual

or contingent, to purchase or

assume any indebtedness of any person

or

to make an investment in or loan to any person or to purchase assets of any person where, in each case, such

obligation is assumed in order to maintain or assist the ability of such person

to meet its indebtedness;

(i)

the use of

the word

including

followed by specific

examples will not be

construed as limiting

the meaning

of the general wording preceding it, and the eiusdem generis rule must not be applied in the interpretation of

such general wording or such specific examples;

(j)

indebtedness

includes

any

obligation

(whether

incurred

as

principal

or

as

surety)

for

the

payment

or

repayment of money,

whether present or future, actual or contingent;

(k)

a

person

includes any individual, firm, company,

corporation, government, state or agency of a state or any

association, trust, joint venture, consortium, partnership or other entity (whether or not having separate legal

personality);

(l)

a

regulation

includes any regulation, rule, official directive, request or guideline (whether or not having the

force of law, but, if not having the force

of law, being of a type with which any person

to which it applies is

accustomed to comply) of any governmental,

intergovernmental or supranational

body, agency,

department

or of any regulatory,

self-regulatory or other authority or organisation;

(m)

a provision of law is a reference to that provision as amended or re-enacted;

and

(n)

a time of day is a reference to Johannesburg time.

1.2.2

The determination of the extent to which a rate

is

for a period equal in length

to an Interest Period shall disregard

any inconsistency

arising from

the last

day of

that Interest

Period being

determined pursuant

to the

terms of

this

Agreement.

1.2.3

Section, Clause and Schedule headings are for ease of reference only.

1.2.4

Unless a contrary

indication appears,

a term used

in any other

Finance Document or

in any notice

given under or

in connection

with any

Finance Document

has the

same meaning

in that

Finance Document

or notice

as in

this

Agreement.

1.2.5

A

Default

(other

than

an

Event

of

Default)

is

continuing

if

it

has

not

been

remedied

to

the

satisfaction

of

the

Facility Agent within any

applicable remedy period

expressly provided for in

a Finance Document or

waived and

22

an Event of

Default is

continuing

if it has not

been waived in

writing and in

each case, any waiver

shall not take

effect unless any conditions of such waiver have been fulfilled to the

satisfaction of the Facility Agent.

1.2.6

If any

provision in

a definition is

a substantive

provision conferring

rights or

imposing obligations

on any

Party,

notwithstanding that it appears only in an interpretation clause, effect shall be given to it as if it were a substantive

provision of the relevant Finance Document.

1.2.7

Unless inconsistent with the context,

an expression in any Finance Document

which denotes the singular includes

the plural and vice versa.

1.2.8

The Schedules to

any Finance Document

form an integral

part thereof and

a reference to

a

Clause

or a

Schedule

is a reference to a clause of, or a schedule to, this Agreement.

1.2.9

The rule of construction that, in the event of ambiguity, a contract shall be interpreted against the party responsible

for the drafting thereof, shall not apply in the interpretation of the Finance

Documents.

1.2.10

The expiry

or termination of

any Finance Documents

shall not affect

those provisions

of the Finance

Documents

that

expressly

provide

that

they

will

operate

after

any

such

expiry

or

termination

or

which

of

necessity

must

continue

to

have

effect

after

such

expiry

or

termination,

notwithstanding

that

the

clauses

themselves

do

not

expressly provide for this.

1.2.11

The

Finance

Documents

shall

to

the

extent

permitted

by

applicable

law

be

binding

on

and

enforceable

by

the

administrators, trustees,

permitted cessionaries,

business rescue

practitioners or

liquidators of

the Parties

as fully

and effectually

as if they

had signed the

Finance Documents

in the first

instance and

reference to

any Party

shall

be deemed to include such Party’s administrators,

trustees, permitted cessionaries, business rescue practitioners or

liquidators, as the case may be.

1.2.12

Where figures are referred

to in numerals and in

words in any Finance Document,

if there is any conflict

between

the two, the words shall prevail.

1.2.13

Unless a

contrary

indication appears,

where

any number

of days

is to

be calculated

from a

particular

day,

such

number shall be calculated as including that particular day and excluding

the last day of such period.

1.3

Third party rights

1.3.1

Except as expressly provided for in

this Agreement or in any

other Finance Document, no provision of

any Finance

Document constitutes a stipulation for the benefit of any person who is not a party

to that Finance Document.

1.3.2

Subject to Clause

29.6

(

Exceptions

) but otherwise notwithstanding any term

of any Finance Document, the

consent

of any person who is

not a party to

that Finance Document is not

required to rescind or vary

that Finance Document

at any time except to

the extent that the relevant

variation or rescission (as the

case may be) relates

directly to the

right conferred upon

any applicable

third party under

a stipulation for

the benefit

of that party

that has

been accepted

by that third party.

23

SECTION 2

THE FACILITIES

2.

THE FACILITIES

2.1

The Term Facilities

Subject to the terms of this Agreement, the Lenders make available to the Borrower:

2.1.1

a ZAR term loan facility in an aggregate amount equal to the Total

Facility A Commitments; and

2.1.2

a ZAR term loan facility in an aggregate amount equal to the Total

Facility B Commitments.

2.2

The GBF Facility

Subject

to

the terms

of this

Agreement

and the

GBF Agreement,

the GBF

Lender

makes available

to the

Borrower a

general banking facility in an aggregate amount equal to the Original GBF Commitments.

2.3

Finance Parties' rights and obligations

2.3.1

The obligations

of each

Finance Party

under the

Finance Documents

are separate

and independent.

Failure by

a

Finance Party to perform its obligations

under the Finance Documents does not

affect the obligations of any other

Party under the Finance Documents.

No Finance Party is

responsible for the obligations of

any other Finance Party

under the Finance Documents.

2.3.2

The rights of each Finance Party under or in connection with the Finance Documents are separate and independent

rights and any debt arising under the Finance Documents to a Finance Party from an Obligor or any other Security

Provider is a separate and

independent debt in respect of

which a Finance Party

shall be entitled to

enforce its rights

in accordance with

Clause

2.3.3

below.

The rights of

each Finance Party

include any debt

owing to that

Finance

Party under the Finance Documents and, for the avoidance of doubt, any part of

a Loan or any other amount owed

by an

Obligor which

relates to

a Finance

Party's participation

in a

Facility or

its role

under a

Finance Document

(including any

such amount

payable to

the Facility

Agent on

its behalf)

is a debt

owing to

that Finance

Party by

that Obligor.

2.3.3

A Finance Party may, except as specifically provided in the

Finance Documents, separately enforce its rights

under

or in connection with the Finance Documents.

2.4

Borrower as agent of the Obligors

2.4.1

Each Obligor (other than the Borrower) by its execution of this

Agreement or an Accession Letter (as the case may

be) irrevocably appoints the Borrower (acting through one or more authorised signatories) to act

on its behalf as its

agent in relation to the Finance Documents and irrevocably authorises:

(a)

the Borrower on its behalf to supply all information concerning itself contemplated by this

Agreement to the

Finance Parties and

to give all

notices and instructions,

to make such

agreements and to

effect the relevant

amendments,

supplements

and

variations

capable

of

being

given,

made

or

effected

by

any

Obligor

notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor;

and

(b)

each

Finance

Party

to

give

any

notice,

demand

or

other

communication

to

that

Obligor

pursuant

to

the

Finance Documents to the Borrower,

and in each

case the Obligor

shall be bound

as though the

Obligor itself had

given the notices

and instructions or

executed or made the

agreements or effected

the amendments, supplements

or variations, or received

the relevant

notice, demand or other communication.

2.4.2

Every act, omission,

agreement, undertaking, settlement,

waiver, amendment, supplement, variation,

notice or

other

communication given or

made by the

Borrower or given

to the Borrower

under any Finance Document

on behalf

of another Obligor

or in connection with

any Finance Document

(whether or not

known to any other

Obligor and

whether occurring

before or

after such

other Obligor

became an

Obligor under

any Finance

Document) shall

be

24

binding for all

purposes on that

Obligor as if

that Obligor had

expressly made, given

or concurred with

it.

In the

event of any

conflict between any

notices or other

communications of the

Borrower and any

other Obligor,

those

of the Borrower shall prevail.

3.

PURPOSE

3.1

Purpose

3.1.1

The Borrower shall apply all amounts borrowed by it under Facility A and Facility B towards:

(a)

partially refinancing the Existing Absa Financial Indebtedness;

(b)

making any distributions or loans pursuant to the SPA

and Funds Flow and Release Agreement; and

(c)

funding any associated Transaction Costs,

and may apply excess towards funding its general corporate requirements.

3.1.2

The Borrower

shall apply

all amounts

borrowed by

it under

a GBF

Facility towards

(a) refinancing

the Existing

Absa Financial Indebtedness and (b) funding its general corporate requirements (including working capital, capital

expenditure

and other general banking requirements).

3.2

Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed

pursuant to this Agreement.

4.

CONDITIONS OF UTILISATION

4.1

Initial conditions precedent

4.1.1

The Lenders

will only

be obliged

to comply

with Clause

5.4

(

Lenders' participation

) in

relation to

any proposed

Utilisation

if

on

or

before

the

Utilisation

Date

for

that

Utilisation,

the

Facility

Agent

has

received

all

of

the

documents

and

other

evidence

listed

in

Part

I

of

Schedule

2

(

Conditions

Precedent

)

in

form

and

substance

satisfactory to

the Facility

Agent.

The Facility

Agent shall

notify the

Borrower and

the Lenders

promptly upon

being so satisfied.

4.1.2

Other than

to the

extent that

the Lenders

notify the

Facility Agent

in writing

to the

contrary before

the Facility

Agent gives the notification described in Clause

4.1.1

above, the Lenders authorise (but do

not require) the Facility

Agent to give that notification.

The Facility Agent shall not be liable for any damages,

costs or losses whatsoever

as a result of giving any such notification.

4.2

Further conditions precedent

Subject

to

Clause

4.1

above,

the

Lenders

will

only

be

obliged

to

comply

with

Clause

5.4

(

Lenders'

participation

)

in

relation to a Utilisation if:

4.2.1

on the date of the Utilisation Request and on the proposed Utilisation Date:

(a)

no Default is continuing or would result from the proposed Utilisation; and

(b)

in the opinion of the Lenders no Material Adverse Effect has occurred

and is continuing;

4.2.2

in

relation

to

any

Utilisation

on

the

Closing

Date,

all

the

representations

and

warranties

in

Clause

14.8

(Representations) or, in relation to any other Utilisation, the Repeating Representations to be made by

the Obligors

are true in all respects.

4.3

Maximum number of Term

Loans

The Borrower

may not

deliver a Utilisation

Request if

as a

result of the

proposed Utilisation,

more than

one Facility A

Loan and one Facility B Loan would be outstanding.

25

SECTION 3

UTILISATION

5.

UTILISATION

5.1

Delivery of a Utilisation Request

The Borrower may

utilise a Term

Facility by delivery

to the Facility Agent

of a duly

completed Utilisation Request

not

later than 11h00

two Business Days

prior to the

Utilisation Date or

such shorter period

as the Facility

Agent (acting on

the instructions of all the Lenders) may agree.

5.2

Completion of a Utilisation Request

5.2.1

The Utilisation Request is irrevocable and will not be regarded as having been

duly completed unless:

(a)

the proposed Utilisation Date is

a Business Day within

the Availability Period applicable to that Facility;

and

(b)

the currency and amount of the proposed Utilisation comply with Clause

5.3

(Currency and amount).

5.2.2

Only one Facility A Loan and one Facility B Loan may be requested in the Utilisation

Request.

5.3

Currency and amount

The currency specified in a Utilisation Request must be ZAR.

5.4

Lenders' participation

5.4.1

If the

conditions set

out in

this Agreement

have been

met, each Lender

shall make

its participation

in each

Loan

available by the Utilisation Date.

5.4.2

The

amount

of each

Lender's

participation

in

each

Loan

will be

equal

to

the

proportion

borne

by its

Available

Commitment to the Available

Facility immediately prior to making the Loan.

5.4.3

The Facility

Agent shall

notify

each Lender

of the

amount of

its participation

in that

Loan and,

if different,

the

amount of that participation to be made available in accordance

with Clause

30.1

(Payments to the Facility Agent).

5.5

Cancellation of Commitment

5.5.1

The Facility

A Commitments

which, at

that time,

are unutilised

shall be

immediately cancelled

at the

end of

the

Availability Period

for Facility A.

5.5.2

The Facility

B Commitments

which, at

that time,

are unutilised

shall be

immediately cancelled

at the

end of

the

Availability Period

for Facility B.

26

SECTION 4

REPAYMENT,

PREPAYMENT

AND CANCELLATION

6.

REPAYMENT

6.1

Repayment of Term

Loans

6.1.1

The Borrower shall repay the aggregate Facility A Loans and Facility B Loans

in instalments by repaying on each

Repayment

Date

specified

in column

1

of

Schedule

4

(

REPAYMENT

SCHEDULE

),

the

amount

specified

in

column 2 and column 3 of

Schedule 4

(

REPAYMENT

SCHEDULE

).

6.1.2

The amount of

the Repayment Instalments shall

be decreased and recalculated

by the Facility Agent

from time to

time to account for any prepayments made pursuant to this Agreement.

6.1.3

Any amount of a Facility A Loan and Facility B Loan which remains outstanding

on the Final Maturity Date shall

be repaid in full on that date.

7.

ILLEGALITY,

VOLUNTARY

PREPAYMENT

AND CANCELLATION

7.1

Illegality

7.1.1

If, in any

applicable jurisdiction, it

becomes unlawful for a

Lender to perform

any of its

obligations as contemplated

by this Agreement

or to fund,

issue or maintain

its participation in

any Loan or

it becomes unlawful

for any Affiliate

of a Lender for that Lender to do so:

(a)

that Lender shall promptly notify the Facility Agent upon becoming aware

of that event;

(b)

upon

the

Facility

Agent

notifying

the

Borrower,

each

Available

Commitment

of

that

Lender

will

be

immediately cancelled; and

(c)

to the

extent that

the Lender's

participation has

not been

transferred pursuant

to Clause

36.4

(Replacement

of Lender),

the Borrower

shall repay

that Lender's

participation in

the Loans

made to

the Borrower

on the

last day of the Interest Period for each Loan occurring

after the Facility Agent has notified the Borrower or,

if earlier, the date specified by the Lender in the notice delivered to the Facility Agent (being no earlier

than

the last

day of any

applicable grace period

permitted by law)

and that

Lender's corresponding Commitment(s)

shall be cancelled in the amount of the participations repaid.

7.2

Voluntary

cancellation

7.2.1

A Borrower

may,

if it

gives

the Facility

Agent

not less

than

five

Business Days'

(or

such

shorter

period

as the

Lenders may agree)

prior notice, cancel

the whole or

any part (being

a minimum amount

of ZAR20,000,000

and

in integral multiples of

R5,000,000) of an Available

Facility.

Any cancellation under this Clause

7.2

shall reduce

the Commitments of the Lenders rateably under that Facility.

7.2.2

A GBF Facility may be cancelled as provided in the GBF Documents.

7.3

Voluntary

prepayment of Term

Loans

7.3.1

Subject to

Clause

7.3.3

below,

the Borrower

may,

if it gives

the Facility

Agent not

less than

five Business Days'

(or such shorter period as

the Lenders may agree) prior

notice, prepay the whole or

any part of that

Term Loan (but,

if in part,

being an amount

that reduces the

amount of that

Term Loan

by a minimum

amount of ZAR20,000,000

and in integral multiples of R5,000,000).

7.3.2

A Term

Loan may

only be

prepaid after

the last

day of

the Availability

Period for

the applicable

Facility (or,

if

earlier, the day on which the applicable Available

Facility is zero).

7.3.3

A prepayment of the Facility A Loans shall be applied against the remaining Facility A repayment instalments pro

rata.

27

7.3.4

A prepayment of the Facility B Loans shall be applied against the remaining

Facility B repayment instalments pro

rata.

7.4

Right of cancellation and repayment in relation

to a single Lender

7.4.1

If:

(a)

any

sum payable

to any

Lender by

an Obligor

or any

Security Provider

is required

to be

increased under

Clause

14.2.3

(Tax gross-up); or

(b)

any

Lender

claims

indemnification

from

an

Obligor

under

Clause

14.3

(Tax

indemnity)

or

Clause

15.1

(Increased costs),

a

Borrower

may,

whilst

the

circumstance

giving

rise

to

the

requirement

for

that

increase

or

indemnification

continues, give the

Facility Agent notice

of cancellation of

the Commitment(s) of

that Lender and

its intention to

procure the repayment of that Lender's participation in the Loans.

7.4.2

On receipt of a notice

referred to in Clause

7.4.1

above in relation to a

Lender, the

Commitment(s) of that Lender

shall immediately be reduced to zero.

7.4.3

On the last day

of each Interest

Period which ends

after a Borrower

has given notice

under Clause

7.4.1

above in

relation to a Lender (or,

if earlier, the date

specified by the Borrower in that notice),

the Borrower shall repay that

Lender's

participation

in

that

Loan

together

with

all

interest

and

other

amounts

accrued

under

the

Finance

Documents.

8.

MANDATORY

PREPAYMENT

AND CANCELLATION

8.1

Sanctions

8.1.1

If any member of the Group or any shareholder of any member of the Group:

(a)

is or becomes a Sanctioned Entity; or

(b)

participates in any manner in any Sanctioned Transaction,

on notice by the Facility Agent to the

Borrower, the Facilities will be cancelled and all outstanding Loans, together

with accrued interest, and all other amounts accrued under the Finance Documents, shall become immediately due

and payable.

8.2

Exit

8.2.1

Upon the occurrence of:

(a)

a Change of Control;

(b)

nationalisation or expropriation of any assets of any member of the Group; or

(c)

one or more sales (whether in a

single transaction or a series of related transactions) of all

or substantially all

the assets of

a member of the

Group associated with an

operating division or business

which, on a

cumulative

basis,

contributed

(directly or

indirectly)

more

than 25.00

per

cent. of

Consolidated

EBITDA for

the

last

completed financial year of the Group;

the Borrower shall promptly notify the Facility

Agent upon becoming aware of the

occurrence of such event or

that

such event will occur and (whether or not the Lenders have been notified

of such event by the Borrower)

then:

(i)

no Lender shall be obliged to fund a Utilisation under any Facility; and

(ii)

any Lender may

by not less than

five Business Days' notice

to the

Borrower immediately cancel

the

Commitments

of

that

Lender

and

declare

the

participation

of

that

Lender

in

all

outstanding

Utilisations,

together

with

all

other

amounts

owed

to

that

Lender,

immediately

due

and

payable

28

whereupon

the Commitments

of that

Lender will

be cancelled

immediately

and the

participation of

that Lender

in the outstanding

Utilisations, together

with all other

amounts owed

to that Lender

will

become immediately due and payable by the Borrower.

8.3

Disposal and Insurance Proceeds

8.3.1

For the purposes of this Clause

8.3

and Clause

8.5

(

Application of mandatory prepayments and cancellations)

:

(a)

Disposal

means a sale,

lease, licence, transfer,

loan or other

disposal by a

person of any

asset, undertaking

or business (whether by a voluntary or involuntary single transaction or

series of transactions).

(b)

Disposal Proceeds

means the consideration receivable by any member of

the Group (other than K2021 and

K2020) (including any amount receivable in repayment of intercompany debt repaid by a

person who ceases

to be a

member of the

Group to continuing

members of the

Group) for any

Disposal made by

any member

of the Group to persons who are not members of the Group except for Excluded Disposal Proceeds

and after

deducting:

(i)

any

reasonable

expenses

which

are

incurred

by

any

member

of

the

Group

to

persons

who

are

not

members of the Group with respect to that Disposal; and

(ii)

any Tax incurred and required to be paid by the seller in connection with that Disposal (as reasonably

determined

by

the

seller,

on

the

basis

of

existing

rates

and

taking

account

of

any

available

credit,

deduction or allowance).

(c)

Excluded Disposal

Proceeds

means any

Disposal Proceeds which,

when taken together

with the Disposal

Proceeds of all other disposals of assets

by members of the Group in aggregate, are less

than ZAR5,000,000,

but only to the extent that, such

Disposal Proceeds are committed to be applied (as

evidenced by a resolution

of

the

board

of

directors

of

the

relevant

member

of

the

Group

passed

within

60

days

of

receipt

of

such

Disposal Proceeds)

to replace

an asset

(not being

shares or

any other

ownership interest

in a

person) with

another asset of a substantially similar type for use in the Group's business (being a fixed asset in the case of

a disposal of a fixed asset) within 90 days of receipt of such Disposal Proceeds (or such longer period as the

Facility Agent may agree.

(d)

Excluded Insurance Proceeds

means any proceeds

of an insurance claim

which the Borrower

notifies the

Facility Agent are, or are to be, applied:

(i)

to meet a third party claim;

(ii)

to cover

operating losses

(including business

interruption, interruption

loss or other

loss of

revenue)

in respect of which the relevant insurance claim was made; or

(iii)

are less than ZAR5,000,000,

but only to the extent that, such Insurance Proceeds are committed to be

applied in

the replacement,

reinstatement and/or

repair of

the assets

or otherwise

in amelioration

of

the loss in respect of which the relevant insurance

claim was made, if such Insurance Proceeds are so

applied

within 180

days (or

such longer

period as

the Facility

Agent may

agree) of

receipt of

such

Insurance Proceeds, or committed to be applied (as evidenced by a

resolution of the board of directors

of the relevant member of

the Group passed within 60

days of receipt of such

Insurance Proceeds) to

replace, reinstate and/or repair the relevant asset and are

applied to such replacement, reinstatement or

repair within 90

days of receipt

of such Insurance Proceeds

(or such longer

period as the

Facility Agent

may agree)

.

(e)

Insurance

Proceeds

means

the

proceeds

of

any

insurance claim

under

any

insurance

maintained

by

any

member of the Group except for

Excluded Insurance Proceeds and after deducting

any reasonable expenses

in relation to that claim which are incurred by any member of the Group to persons who are not members of

the Group.

8.3.2

The Borrower shall prepay Loans, and cancel Available Commitments, in amounts equal to the following amounts

at the

times and

in the

order of

application contemplated

by Clause

8.5

(

Application of

mandatory prepayments

and cancellations

):

29

(a)

the amount of Disposal Proceeds;

(b)

the amount of Insurance Proceeds.

8.4

Mandatory prepayment – cash sweep

8.4.1

Amounts required

to be

paid and/or

offered for

repayment or

prepayment under

this Clause,

shall be

determined

by reference

to the

following table

(the

Cash Sweep

Allocation Table

), and

the defined

terms set

out in

Clause

8.4.2 below:

Leverage Ratio

Term Facilities

Sweep Percentage

Shareholder

Sweep Percentage

[Column 1]

[Column 2]

[Column 3]

If equal to or more than 3.00 times:

100.00%

0.00%

If less than 3.00 times,

but equal to or more

than

2.50 times:

75.00%

25.00%

If less than 2.50 times,

but equal to or more

than

2.00 times:

50.00%

50.00%

If less than 2.00 times:

0.00%

100.00%

8.4.2

In this Agreement:

Shareholder

Sweep Percentage

means, in

respect of

any Measurement

Period for

which the

Leverage Ratio

is

equal to or

exceeds a level

specified in Column

1 of the

Cash Sweep Allocation

Table,

the applicable percentage

specified opposite that level in Column 3 of the table;

Shareholder

Sweep

Amount

,

in

respect

of

a

Measurement

Period,

means

the

applicable

Shareholder

Sweep

Percentage multiplied by Excess Cashflow for that Measurement Period;

Term Facilities Sweep Percentage

means, in respect of any Measurement Period for which the Leverage Ratio is

equal to or

exceeds a level

specified in Column

1 of the

Cash Sweep Allocation

Table,

the applicable percentage

specified opposite that level in Column 2 of the table;

Term Facilities Sweep Amount

, in respect of a Measurement Period, means

the applicable Term Facilities Sweep

Percentage multiplied by Excess Cashflow for that Measurement

Period;

8.4.3

Within 45 days of each Excess Cashflow Measurement

Date, the Borrower shall calculate the Excess Cashflow of

the Group

for the

Measurement Period

which ended

on that

date and

deliver to

the Facility

Agent a

Compliance

Certificate, signed by the chief financial officer of the Group and one

other director of the Borrower, confirming:

(a)

the amount of any Excess Cashflow for that Measurement Period;

(b)

Term Facilities Sweep Amount.

8.4.4

If Excess Cashflow arises on any Excess Cashflow Measurement Date:

(a)

the

Borrower

shall

offer

to

pay,

repay

or

prepay

Loans

and

other

Facility

Outstandings

under

the

Term

Facilities in an amount equal to the

Term Facilities Sweep Amount in the order determined by the Borrower;

(b)

the Borrower may distribute the Shareholder Sweep Amount to the ordinary

shareholders of the Borrower.

8.4.5

A

payment

made

pursuant

to

this

Clause

8.4

is

not

subject

to

the

Refinancing

Penalties

set

out

in

Clause

9.12

(

Refinancing penalties

).

30

8.5

Application of mandatory prepayments and cancellations

8.5.1

A prepayment of Loans

or cancellation of

Available Commitments made under Clause

8.3

(

Disposal and Insurance

Proceeds

) shall be applied in

prepayment of Term Loans as contemplated in Clauses

8.5.2

to

8.5.5

inclusive below.

8.5.2

Unless the Borrower

makes an election under

Clause

8.5.4

below,

the Borrower shall prepay

Loans in the case

of

any

prepayment

relating

to

the amounts

of

Disposal

Proceeds

or

Insurance

Proceeds,

promptly

upon

receipt

of

those proceeds.

8.5.3

A

prepayment

under

Clause

8.3

(

Disposal

and

Insurance

Proceeds

)

shall

prepay

the

Term

Loans

in

the

order

determined by the Borrower

.

8.5.4

Subject to Clause

8.5.5

below, a Borrower may elect

that any prepayment

under Clause

8.3

(

Disposal and Insurance

Proceeds

)

be applied

in prepayment

of

a Loan

on

the last

day

of

the Interest

Period

relating

to that

Loan.

If a

Borrower makes that election then a proportion of the Loan equal to the amount

of the relevant prepayment will be

due and payable on the last day of its Interest Period.

8.5.5

If a

Borrower has

made an

election under

Clause

8.5.4

above but

a Default

has occurred

and is

continuing, that

election shall no longer apply and

a proportion of the Loan in respect

of which the election was made

equal to the

amount

of

the

relevant

prepayment

shall

be

immediately

due

and

payable

(unless

the

Facility

Agent

otherwise

agrees in writing).

8.6

Excluded proceeds

Where Excluded Disposal Proceeds and Excluded Insurance Proceeds include amounts which are intended to be used for

a

specific

purpose

within

a

specified

period

(as

set

out

in

the

relevant

definition

of

Excluded

Disposal

Proceeds

or

Excluded Insurance Proceeds), the Borrower shall ensure that those amounts are

used for that purpose and shall promptly

deliver

a certificate

to the

Facility Agent

at the

time of

such application

and at

the end

of such

period confirming

the

amount (if any) which has been so applied within the requisite time periods provided

for in the relevant definition.

9.

RESTRICTIONS

9.1

Notices of cancellation or prepayment

Any

notice

of cancellation,

prepayment,

authorisation

or other

election

given

by any

Party under

Clause

7

(Illegality,

voluntary prepayment and cancellation) or Clause

8.5.4

(Application of Mandatory prepayments and cancellations) shall

(subject to the

terms of those

Clauses) be irrevocable

and, unless a

contrary indication

appears in this

Agreement, shall

specify

the

date

or

dates

upon

which

the

relevant

cancellation

or

prepayment

is

to

be

made

and

the

amount

of

that

cancellation or prepayment.

9.2

Interest and other amounts

Any prepayment under

this Agreement shall

be made together

with accrued interest

on the amount

prepaid and, subject

to any Break Costs or as otherwise provided in Clause

9.11

(

Refinancing

), without premium or penalty.

9.3

No reborrowing of Term

Facilities

The Borrower may not reborrow any part of a Term

Facility which is prepaid.

9.4

Reborrowing of GBF Facility

The

amount

of

any

Loan

paid,

repaid

or

prepaid

under

a

GBF

Facility

may

be

reborrowed

on

the

terms

of

the

GBF

Documents.

9.5

Prepayment in accordance with Agreement

The

Borrower

shall

not

repay

or

prepay

all

or

any

part

of

a

Term

Loan

or

cancel

all

or

any

part

of

the

Facility

A

Commitments or Facility

B Commitments, except

at the

times and in

the manner expressly

provided for in

this Agreement.

31

9.6

No reinstatement of Commitments

No

amount

of

the

Total

Commitments

cancelled

under

this

Agreement

or

the

GBF

Agreement

may

be

subsequently

reinstated.

9.7

Facility Agent's receipt of notices

If the Facility

Agent receives a

notice under

Clause

7

(Illegality,

voluntary prepayment

and cancellation) or

an election

under Clause

8.5.4

(Application of

Mandatory prepayments and

cancellations), it

shall promptly

forward a copy

of that

notice or election to either the Borrower or the affected Lender,

as appropriate.

9.8

Prepayment elections

The Facility Agent shall notify

the Lenders as soon as

possible of any proposed prepayment

of any Loan under

Clause

7.3

(Voluntary

prepayment of Term

Loans) or Clause

8.3

(

Disposal and Insurance Proceeds

).

9.9

Effect of repayment and prepayment on Commitments

If all

or part

of any

Lender's participation

in a

Loan under

a Term

Facility is

repaid or

prepaid and

is not

available for

redrawing (other than

by operation of

Clause

4.2

(Further conditions precedent)),

an amount of

that Lender's Commitment

(equal to the amount of the participation which is repaid or prepaid) in respect of that Term Facility will be deemed to be

cancelled on the date of repayment or prepayment.

9.10

Application of prepayments

Any

prepayment

of

a

Loan

(other

than

a

prepayment

pursuant

to

Clause

7.1

(Illegality)

or

Clause

7.4

(Right

of

cancellation and repayment in relation to a single Lender))

shall be applied pro rata to each Lender's participation in that

Loan.

9.11

Refinancing

9.11.1

Subject to Clause

9.11.2

below, a Borrower may prepay

(or procure the prepayment of) any Loan or other amount

utilised under a Term Facility from amounts raised under a Refinancing, on

the condition that all other Term Loans

and all

other amounts

owing under

the Finance

Documents (other

than any

GBF Document)

are repaid

in full

at

the same time. The Borrower may

not Refinance any Loans or other

amounts owing under the Finance

Documents,

unless:

(a)

the Borrower has given at least 30 days' prior notice of the proposed Refinancing

to the Facility Agent;

(b)

the Facility Agent has received

evidence to its satisfaction that the

facilities that are to be made available

to

any

member

of

the

Group

under

the

proposed

Refinancing,

together

with

any

other

funds

that

may

be

available

to

the

Group),

will

be

sufficient

to

repay

to

the

Lenders

amounts

owing

under

the

Finance

Documents

(other

than

any

GBF

Document)

in

full

by

way

of

a

single

repayment

and

that

the

Total

Commitments (other than the Total

GBF Commitments), will be (to the extent not previously cancelled

and

reduced to zero) cancelled and reduced to zero; and

(c)

the Facility Agent is satisfied

that arrangements are in place to

ensure that the funds referred

to in this Clause

9.11

will be applied to repay and

discharge all Term Loans and other amounts outstanding under the Finance

Documents (other than any GBF Document) on the proposed repayment date.

9.11.2

The Borrower

may not prepay

the Term

Loans or other

amounts outstanding

under the Finance

Documents from

amounts

raised

by

way

of

any

Refinancing,

unless

it pays

to

the

Lenders

any

applicable

Refinancing

Penalties

calculated in accordance with Clause

9.12

(

Refinancing penalties

).

9.12

Refinancing penalties

9.12.1

If, at any time on or before the third anniversary of the Closing Date a Borrower makes any voluntary prepayment

or repayment of any Loan pursuant to a Refinancing,

the Borrower shall pay to the Facility Agent, for the

account

of each Lender entitled

thereto, in addition to the

sum prepaid or to be prepaid

on any date pursuant to

Clause

7.3

32

(

Voluntary

prepayment of

Term

Loans

), the

following refinancing

penalties (the

Refinancing Penalties

) on

the

relevant due date for any such prepayment:

(a)

3.00 per cent. of

the amount of the

Term Loans

prepaid during the period

from (and including) the

Closing

Date to (and including) the first anniversary of the Closing Date;

(b)

2.00

per

cent.

of

the

amount of

the

Term

Loans

prepaid

during

the

period

from

(but

excluding)

the

first

anniversary of the Closing Date to (and including) the second anniversary

of the Closing Date; and

(c)

1.00 per cent.

of the amount

of the Term

Loans prepaid

during the period

from (but

excluding) the second

anniversary of the Closing Date to (and including) the third anniversary

of the Closing Date.

9.12.2

Notwithstanding

Clause

9.12.1

,

no

Refinancing

Penalties

shall

be

payable

by

the

Borrower

in

respect

of

any

prepayment made pursuant to Clause

7.3

(

Voluntary

prepayment of Term Loans

) using (without double counting):

(a)

Internally Generated Cash;

(b)

any Equity Cure Proceeds; or

(c)

any New Shareholder Injections.

9.12.3

If the Borrower offers

to the Lender the right to

refinance the Facility,

no Refinancing Penalty shall

be payable to

it under this Clause

9.12.

33

SECTION 5

COSTS OF UTILISATION

10.

INTEREST

10.1

Calculation of interest

10.1.1

The rate of interest

on each Loan for

each Interest Period is

the percentage rate per

annum which is the

aggregate

of the applicable:

(a)

Margin;

(b)

the Base Rate.

10.2

Payment of interest

The Borrower

to which

a Loan

has been

made shall

pay accrued

interest on

that Loan

on the

last day

of each

Interest

Period.

10.3

Default interest

10.3.1

If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue

on the

overdue amount

from the

due date

up to

the date

of actual

payment (both

before and

after judgment)

at a

rate which, subject to Clause

10.3.2

below, is 2.00 per cent. per annum higher than the rate which would have

been

payable if

the overdue

amount had,

during the

period of

non-payment, constituted

a Loan

in the

currency of

the

overdue

amount

for

successive

Interest

Periods,

each

of

a

duration

selected

by

the

Facility

Agent

(acting

reasonably).

Any interest accruing under this Clause

10.3

shall be immediately payable by the Obligor on demand

by the Facility Agent.

10.3.2

If any overdue

amount consists of all

or part of

a Loan which became

due on a day

which was not the

last day of

an Interest Period relating to that Loan:

(a)

the first Interest

Period for that

overdue amount shall

have a duration

equal to the

unexpired portion of

the

current Interest Period relating to that Loan; and

(b)

the rate of interest applying to the overdue amount during that first Interest Period shall be 2.00 per cent. per

annum higher than the rate which would have applied if the overdue amount

had not become due.

10.3.3

Default interest (if unpaid) arising on an overdue amount will be compounded

with the overdue amount at the end

of each Interest Period applicable to that overdue amount but will remain

immediately due and payable.

10.4

Notification of rates of interest

The Facility Agent shall promptly notify the relevant Lenders and the relevant Borrower of the determination of a rate of

interest under this Agreement.

11.

INTEREST PERIODS

11.1

Duration

11.1.1

Subject to the other provisions of this Clause, each Term

Loan has successive Interest Periods each:

(a)

commencing on (and including) the Utilisation Date of that Term Loan (in respect of the first Interest Period

for that Loan) and thereafter commencing on (and including) each successive Interest

Payment Date; and

(b)

ending on (but excluding) the next Interest Payment Date.

34

11.2

Non-Business Days

If an Interest Period

would otherwise end on

a day which is

not a Business Day,

that Interest Period will

instead end on

the next Business Day in that calendar month (if there is one) or the preceding

Business Day (if there is not).

12.

CHANGES TO THE CALCULATION

OF INTEREST

12.1

Absence of quotations

Subject

to

Clause

12.2

(

Market

disruption

),

if

JIBAR

is

to

be

determined

by

reference

to

the

Reference

Banks

but

a

Reference Bank does not supply

a quotation by 12h00 on

the Quotation Day,

JIBAR shall be determined on

the basis of

the quotations provided by the remaining Reference Banks.

12.2

Market disruption

12.2.1

If a Market Disruption Event occurs in relation to the Loan for any Interest Period, then the rate of interest on each

Lender's share of the Loan for the Interest Period shall be the percentage rate per annum

which is the sum of:

(a)

the Margin; and

(b)

the highest

of the

rates notified

to the

Facility Agent

by any

relevant Lender

as soon

as practicable

and in

any event before

interest is due to

be paid in

respect of that

Interest Period, to

be that which

expresses as a

percentage rate

per annum

the cost

to that

Lender of

funding its

participation in

that Loan

from whatever

source(s) it may reasonably select.

12.2.2

In this Clause

12

:

(a)

Market Disruption Event

means:

(i)

at or about noon on the Quotation Day for the relevant Interest Period the Screen Rate is not available

and none or only one of the Reference Banks supplies a rate to the

Facility Agent to determine JIBAR

for the relevant Interest Period;

(ii)

before close

of business

in Johannesburg

on the

Quotation Day

for the

relevant Interest

Period, the

Facility Agent receives notifications

from one or more Lenders whose

aggregate participations in the

Loan exceed 30.00 per cent of aggregate principal amount of Loan that:

(A)

the

cost

to

them

of

funding

their

participation

in

the

Loan

from

whatever

source

they

may

reasonably select would be in excess of JIBAR;

(B)

the cost

to it

or them

of obtaining matching

deposits in the

Johannesburg interbank market

would

be in excess of JIBAR for the relevant Interest Period; or

(C)

matching

deposits will

not

be available

to them

in the

Johannesburg

interbank

market

in the

ordinary

course

of

business

to

fund

their

participation

in

that

Loan

for

the

relevant

Interest

Period.

12.3

Alternative basis of interest or funding

12.3.1

Without

prejudice to

the generality

of Clause

12.2

(

Market disruption

), if

a Market

Disruption Event

occurs and

the Facility Agent or a Borrower so requires, the Facility Agent and the Borrower shall enter into negotiations (for

a period of not more

than 30 days, or such longer

period as the Facility Agent may

agree) with a view to agreeing

a substitute basis for determining the rate of interest.

12.3.2

Any alternative

basis agreed

pursuant to

Clause

12.3.1

above shall,

with the

prior consent

of all

the Lenders

and

the applicable Borrower, be binding on

all Parties.

35

12.4

Break Costs and Break Gains

12.4.1

The Borrower shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break

Costs attributable to

all or any

part of a

Loan or Unpaid

Sum being paid

by the Borrower on

a day other

than the

last day of an Interest Period for that Loan or Unpaid Sum.

12.4.2

Unless a Default

is then continuing

or unless such Break

Gain is realised

as a consequence

of any prepayment

of

the Loan due to

the occurrence of an

Event of Default, a

Lender realising such Break Gain

shall, within 10 Business

Days of demand by a Borrower,

pay to the Borrower the amount of

any Break Gains attributable to all

or any part

of the Loan or an Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for

the Loan or that Unpaid Sum.

12.4.3

Each Lender

shall, as

soon as

reasonably practicable

after a

demand by

the Facility

Agent, provide

a certificate

confirming

the

amount

of

its Break

Costs

or

Break

Gains

(if

applicable)

for

any

Interest

Period

in

which

they

accrue.

13.

FEES

13.1

Non-refundable Structuring fee

13.1.1

The Borrower shall pay

to the Lender, a non-refundable

structuring fee in an

amount equal to

R4,000,000 (the

Non-

refundable Structuring Fee

).

13.1.2

The Non-refundable

Structuring Fee shall

accrue in

full on the

Closing Date and

be payable on

the Closing Date

(the

Non-refundable Structuring Fee Payment Date

).

13.1.3

All payments

to be

made by

the Borrower

to the

Lender in

terms of

this Clause

13.1

shall be

made at

or before

12h00 on the

Non-refundable Structuring Fee

Payment Date in immediately

available funds free

of set off,

taxes,

exchange, costs, charges, exchange rate variations,

expenses or any other deductions to a nominated bank account

in

South

Africa

the

details

of

which

will

be

set

out

on

the

respective

tax

invoice

issued

by

the

Lender

to

the

Borrower.

13.1.4

All fees due and

payable to the Lender under

this Clause

13.1

, once paid, are non-refundable

and will not discharge

any other obligations to pay any fees or other amount due under the Finance Documents.

13.2

Facility Agent fee

If the Lender

has transferred

a portion of

its rights and

obligations under

this Agreement, the

Borrower shall

pay to the

Facility Agent a Facility Agent fee in the amount and at the times agreed in

a Fee Letter.

36

SECTION 6

ADDITIONAL PAYMENT

OBLIGATIONS

14.

TAX GROSS UP AND INDEMNITIES

14.1

Definitions

In this Agreement:

14.1.1

Protected Party

means a Finance Party

which is or will

be subject to any

liability or required to

make any payment

for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes

of Tax to

be received or receivable) under a Finance Document.

14.1.2

Tax Credit

means a credit against, relief or remission for,

or repayment of, any Tax.

14.1.3

Tax

Deduction

means

a

deduction

or

withholding

for

or

on

account

of

Tax

from

a

payment

under

a

Finance

Document, other than a FATCA

Deduction.

14.1.4

Tax

Payment

means either

the increase

in a

payment made

by an

Obligor to

a Finance

Party under

Clause

14.2

(Tax gross-up) or

a payment under Clause

14.3

(Tax indemnity).

14.2

Tax gross

-up

14.2.1

Each

Obligor

shall make

all payments

to be

made by

it without

any

Tax

Deduction,

unless a

Tax

Deduction

is

required by law.

14.2.2

The Borrower

shall promptly upon

becoming aware

that an Obligor

must make

a Tax

Deduction (or that

there is

any change in the rate or the

basis of a Tax

Deduction) notify the Facility Agent

accordingly.

Similarly, a Lender

shall notify the Facility Agent on

becoming so aware in respect

of a payment payable to that

Lender.

If the Facility

Agent receives such notification from a Lender it shall notify the that Obligor

.

14.2.3

If a Tax Deduction is required by

law to be made by an Obligor, the amount of the payment due from that Obligor

shall be increased

to an amount

which (after making

any Tax

Deduction) leaves

an amount equal

to the payment

which would have been due if no Tax

Deduction had been required.

14.2.4

If an Obligor

is required to

make a Tax

Deduction, that Obligor

shall make that

Tax

Deduction and any

payment

required in connection

with that Tax

Deduction within the

time allowed and

in the minimum

amount required by

law.

14.2.5

Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax

Deduction,

the

Obligor

making

that

Tax

Deduction

shall

deliver

to

the Facility

Agent

for

the

Finance

Party

entitled

to

the

payment

evidence

reasonably

satisfactory

to

that

Finance

Party

that

the

Tax

Deduction

has

been

made

or

(as

applicable) any appropriate payment paid to the relevant taxing authority.

14.3

Tax indemnity

14.3.1

The

Borrower

shall

(within

three

Business Days

of

demand

by

the

Facility

Agent)

pay

to

a

Protected

Party

an

amount equal

to the

loss, liability

or cost

which that

Protected Party

determines will

be or

has been

(directly or

indirectly) suffered for or on account of Tax

by that Protected Party in respect of a Finance Document.

14.3.2

Clause

14.3.1

above shall not apply:

(a)

with respect to any Tax

assessed on a Finance Party:

(i)

under

the

law

of

the

jurisdiction

in

which

that

Finance

Party

is

incorporated

or,

if

different,

the

jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for

tax purposes; or

(ii)

under the law of the jurisdiction in which that Finance Party is located in respect of amounts received

or receivable in that jurisdiction,

37

if

that

Tax

is imposed

on or

calculated

by reference

to the

net

income received

or receivable

(but not

any

sum

deemed to be received or receivable) by that Finance Party; or

(b)

to the extent a loss, liability or cost:

(i)

is compensated for by an increased payment under Clause

14.2

(Tax gross-up); or

(ii)

relates to a FATCA

Deduction required to be made by a Party.

14.3.3

A Protected Party

making, or

intending to

make a

claim under

Clause

14.3.1

above shall

promptly notify the

Facility

Agent of the event which will give, or

has given, rise to the claim, following which the Facility

Agent shall notify

the Obligors.

14.3.4

A Protected Party shall, on receiving a payment from an Obligor under this Clause

14.3

, notify the Facility Agent.

14.4

Tax Credit

14.4.1

If an Obligor makes a Tax

Payment and the relevant Finance Party determines that:

(a)

a

Tax

Credit

is

attributable

to

an

increased

payment

of

which

that

Tax

Payment

forms

part,

to

that

Tax

Payment or to a Tax

Deduction in consequence of which that Tax

Payment was required; and

(b)

that Finance Party has obtained and utilised that Tax

Credit,

the Finance Party

shall pay an amount

to the Obligor

which that Finance

Party determines will

leave it (after

that

payment)

in the

same after-Tax

position as

it would

have been

in had

the Tax

Payment not

been required

to be

made by the Obligor.

14.5

Stamp taxes

The Borrower shall pay and, within three Business Days of demand, indemnify each Finance Party

against any cost, loss

or liability that Finance

Party incurs in relation

to all stamp duty,

registration and other similar Taxes

payable in respect

of any Finance Document.

14.6

VAT

14.6.1

All amounts expressed to

be payable under

a Finance Document by

any Party to a Finance

Party which (in whole

or in part)

constitute the consideration

for any supply

for VAT

purposes are deemed

to be exclusive

of any VAT

which

is

chargeable

on

that

supply,

and

accordingly,

subject

to

Clause

14.6.2

below,

if

VAT

is

or

becomes

chargeable

on any

supply made

by any

Finance Party

to any

Party under

a Finance

Document and

such Finance

Party is required to account to the relevant tax authority for the VAT,

that Party must pay to such Finance Party (in

addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount

of the VAT

(and such Finance Party must promptly provide an appropriate VAT

invoice to that Party).

14.6.2

If VAT

is or becomes

chargeable on

any supply

made by

any Finance

Party (the

Supplier

) to

any other Finance

Party (the

Recipient

) under a

Finance Document, and

any Party other

than the Recipient

(the

Relevant Party

) is

required by the terms of

any Finance Document to pay an

amount equal to the consideration

for that supply to the

Supplier (rather than being required to reimburse or indemnify the

Recipient in respect of that consideration):

(a)

(where the Supplier is the person required to account to the relevant tax authority for the VAT)

the Relevant

Party must also

pay to the Supplier

(at the same time

as paying that amount)

an additional amount

equal to

the amount of the VAT.

The Recipient must (where this paragraph

(a)

applies) promptly pay to the

Relevant

Party an amount

equal to any

credit or

repayment the Recipient

receives from the

relevant tax authority

which

the Recipient reasonably determines relates to the VAT

chargeable on that supply; and

(b)

(where the Recipient is the

person required to account to

the relevant tax authority for

the VAT)

the Relevant

Party must

promptly,

following

demand

from

the Recipient,

pay

to the

Recipient an

amount

equal

to the

VAT

chargeable on that

supply but only to the

extent that the Recipient reasonably

determines that it is not

entitled to credit or repayment from the relevant tax authority in respect of that VAT.

38

14.6.3

Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense,

that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or

expense,

including

such

part

thereof

as

represents

VAT,

save

to

the

extent

that

such

Finance

Party

reasonably

determines that it is entitled to credit or repayment in respect of such VAT

from the relevant tax authority.

14.7

FATCA

information

14.7.1

Subject to Clause

14.7.3

below, each Party shall, within 10

Business Days of a

reasonable request by another Party:

(a)

confirm to that other Party whether it is:

(i)

a FATCA

Exempt Party; or

(ii)

not a FATCA

Exempt Party;

(b)

supply

to

that

other

Party

such

forms,

documentation

and

other

information

relating

to

its

status

under

FATCA

as

that

other

Party

reasonably

requests

for

the

purposes

of

that

other

Party's

compliance

with

FATCA;

and

(c)

supply to that other Party such forms, documentation and other information relating to its status as

that other

Party reasonably requests for the purposes of that other

Party's compliance with any other law, regulation, or

exchange of information regime.

14.7.2

If a

Party confirms

to another

Party pursuant

to Clause

14.7.1

(a)

above that

it is

a FATCA

Exempt Party

and it

subsequently becomes aware

that it is not or

has ceased to be a

FATCA

Exempt Party,

that Party shall notify that

other Party reasonably promptly.

14.7.3

Clause

14.7.1

above shall not oblige any Finance Party to do anything, and Clause

14.7.1

(c)

above shall not oblige

any other Party to do anything, which would or might in its reasonable opinion

constitute a breach of:

(a)

any law or regulation;

(b)

any fiduciary duty; or

(c)

any duty of confidentiality.

14.7.4

If a Party fails to

confirm whether or not

it is a FATCA

Exempt Party or to

supply forms, documentation or

other

information

requested

in

accordance

with

Clauses

14.7.1

(a)

or

14.7.1(b)

above

(including,

for

the

avoidance

of

doubt,

where

Clause

14.7.3

above

applies),

then

such

Party

shall

be

treated

for

the

purposes

of

the

Finance

Documents (and payments under

them) as if

it is not

a FATCA

Exempt Party until

such time as

the Party in

question

provides the requested confirmation, forms, documentation or

other information.

14.7.5

If a Borrower

is a US Tax

Obligor or the Facility

Agent reasonably believes

that its obligations under

FATCA

or

any other applicable law or regulation require it, each Lender shall, within 10

Business Days of:

(a)

where the

Borrower is

a US

Tax

Obligor and

the relevant

Lender is

an Original

Term

Lender or

the GBF

Lender, the date of this Agreement;

(b)

where a Borrower

is a US

Tax

Obligor on a

date on which

any other Lender

becomes a Party

as a Lender,

that date;

(c)

the date a new US Tax

Obligor accedes as a Borrower; or

(d)

where a Borrower is not a US Tax

Obligor, the date of a request from the Facility Agent,

supply to the Facility Agent:

(i)

a withholding certificate on Form W-8,

Form W-9 or any other relevant form; or

39

(ii)

any

withholding

statement

or

other

document,

authorisation

or

waiver

as

the

Facility

Agent

may

require to certify or establish the status of such Lender under FATCA

or that other law or regulation.

14.7.6

The Facility

Agent shall

provide any

withholding certificate,

withholding

statement, document,

authorisation or

waiver it receives from a Lender pursuant to Clause

14.7.5

above to the relevant Borrower.

14.7.7

If any

withholding certificate,

withholding statement,

document, authorisation

or waiver

provided to

the Facility

Agent by a Lender pursuant to Clause

14.7.5

above is or becomes materially inaccurate or incomplete, that Lender

shall

promptly

update

it

and

provide

such

updated

withholding

certificate,

withholding

statement,

document,

authorisation or waiver to the Facility Agent unless it is unlawful for the

Lender to do so (in which case the

Lender

shall

promptly

notify

the

Facility

Agent).

The

Facility

Agent

shall

provide

any

such

updated

withholding

certificate, withholding statement, document, authorisation or waiver

to the relevant Borrower.

14.7.8

The

Facility

Agent

may

rely on

any

withholding

certificate,

withholding

statement,

document,

authorisation

or

waiver

it

receives

from

a

Lender

pursuant

to

Clauses

14.7.5

or

14.7.7

above

without

further

verification.

The

Facility

Agent

shall

not

be

liable

for

any

action

taken

by

it

under

or

in

connection

with

Clauses

14.7.5

,

14.7.6

or

14.7.7

above.

14.8

FATCA

Deduction

14.8.1

Each

Party

may

make

any

FATCA

Deduction

it is

required

to

make

by

FATCA,

and

any

payment

required

in

connection with that FATCA Deduction, and no Party shall

be required to increase

any payment in

respect of which

it

makes

such

a

FATCA

Deduction

or

otherwise

compensate

the

recipient

of

the

payment

for

that

FATCA

Deduction.

14.8.2

Each Party shall

promptly, upon becoming aware that

it must

make a FATCA Deduction (or that there

is any change

in the

rate or

the basis

of such

FATCA

Deduction),

notify the

Party to

whom

it is

making the

payment

and, in

addition,

shall notify

the Borrower

and

the Facility

Agent and

the Facility

Agent

shall notify

the other

Finance

Parties.

15.

INCREASED COSTS

15.1

Increased costs

15.1.1

Subject to

Clause

15.3

(Exceptions) the

Borrower shall,

within three

Business Days

of a

demand by

the Facility

Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party

or

any of its Affiliates as a result of (i) the introduction of or any change in (or in the interpretation, administration or

application

of)

any

law

or

regulation

or

(ii) compliance

with

any

law

or

regulation

made

after

the

date

of

this

Agreement.

15.1.2

In this Agreement

Increased Costs

means:

(a)

a reduction in the rate of return from a Facility or on a Finance Party's (or its Affiliate's)

overall capital;

(b)

an additional or increased cost; or

(c)

a reduction of any amount due and payable under any Finance Document,

(d)

which is incurred or suffered

by a Finance Party or any

of its Affiliates to the

extent that it is attributable

to

that Finance

Party having

entered into

its Commitment

or funding

or performing

its obligations

under any

Finance Document.

15.2

Increased cost claims

15.2.1

A Finance Party intending to make a

claim pursuant to Clause

15.1

(Increased costs) shall notify the Facility Agent

of the event giving rise to the claim, following which the Facility Agent shall promptly

notify the Borrower.

15.2.2

Each

Finance

Party

shall,

as

soon

as

practicable

after

a

demand

by

the

Facility

Agent,

provide

a

certificate

confirming the amount of its Increased Costs.

40

15.3

Exceptions

15.3.1

Clause

15.1

(Increased costs) does not apply to the extent any Increased Cost is:

(a)

attributable to a Tax

Deduction required by law to be made by an Obligor;

(b)

attributable to a FATCA

Deduction required to be made by a Party;

(c)

compensated for

by Clause

14.3

(Tax

indemnity) (or

would have

been compensated

for under

Clause

14.3

(Tax

indemnity)

but

was not

so

compensated

solely because

any

of the

exclusions

in

Clause

14.3.2

(Tax

indemnity) applied);

(d)

attributable to the wilful breach by the relevant Finance Party or its Affiliates

of any law or regulation.

15.3.2

In

this

Clause

15.3

reference

to

a

Tax

Deduction

has

the

same

meaning

given

to

the

term

in

Clause

14.1

(Definitions).

16.

OTHER INDEMNITIES

16.1

Other indemnities

The Obligors shall, within three Business Days of demand, indemnify the Arranger and each other Finance Party against

any cost, loss or liability incurred by it as a result of:

16.1.1

the occurrence of any Default;

16.1.2

a

failure

by

an

Obligor

to

pay

any

amount

due

under

a

Finance

Document

on

its

due

date,

including

without

limitation, any cost, loss or liability arising as a result of Clause

29

(Sharing among the Finance Parties);

16.1.3

funding,

or

making

arrangements

to

fund,

its

participation

in

a

Loan

requested

by

a

Borrower

in

a

Utilisation

Request but not made by

reason of the operation of

any one or more

of the provisions of this

Agreement (other than

by reason of default or negligence by that Finance Party alone); or

16.1.4

a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment

given by the Obligor.

16.2

Environmental indemnity

The

Obligors

shall,

within

five Business

Days

of

demand,

indemnify

each Finance

Party and

its officers,

employees,

agents

and

delegates

(together

the

Indemnified

Parties

)

against

any

loss

or

liability

suffered

or

incurred

by

that

Indemnified Party (except to

the extent caused

by such Indemnified

Party's own gross

negligence or wilful default)

which:

16.2.1

arises by virtue of

any actual or alleged breach

of any Environmental Law

(whether by any member

of the Group

or any other person);

16.2.2

arises in connection with an Environmental Claim; or

16.2.3

arises

as

a

result

of

any

enquiry,

investigation,

subpoena

(or

similar

order)

or

litigation

with

respect

to

any

Environmental Claim

and any

other enquiry,

investigation, subpoena

(or similar

order) or

litigation in

respect of

any breach of

any Environmental Law

that has or

is reasonably likely

to give rise

to any liability for

any Finance

Party,

which relates to the Group, any assets of the Group or the

operation of all or part of the business of the Group

(or, in each

case, any member of the Group) and which would not have arisen if the Finance Documents or any of them had not been

executed

by

that

Finance

Party

or

the

Finance

Party

had

not

otherwise

participated

in

the

funding

arrangements

contemplated by the Finance Documents or any of them.

16.3

Indemnity to the Facility Agent

The

Borrower

shall

promptly

indemnify

the Facility

Agent

against

and

shall

pay

to the

Facility

Agent

and

each such

Representative any cost, loss or liability incurred by the Facility Agent or

Representative as a result of:

41

16.3.1

investigating or taking any other action in connection with any event which it reasonably

believes is a Default;

16.3.2

any failure by a Borrower to comply with its obligations under Clause

18

(

Costs and Expenses

);

16.3.3

any

default

by

an

Obligor

or

any

other

Security

Provider

in

the

performance

of

any

of

the

other

obligations

expressed to be assumed by it in the Finance Documents;

16.3.4

acting

or

relying

on

any

notice,

request

or

instruction

which

it

reasonably

believes

to

be

genuine,

correct

and

appropriately authorised;

16.3.5

the exercise of any of

the rights, powers, discretions, authorities and

remedies vested in the Facility

Agent and each

Representative appointed

by the

Facility Agent

by the

Finance Documents

or by

law other

than by

reason of

the

Facility Agent's gross negligence or wilful default;

16.3.6

instructing lawyers, accountants,

tax advisers, surveyors

or other

professional advisers or

experts as

permitted under

this Agreement; or

16.3.7

instructing any Representative under the Finance Documents.

17.

MITIGATION

BY THE LENDERS

17.1

Mitigation

17.1.1

Each Finance Party shall, in

consultation with the Borrower, take all

reasonable steps to mitigate

any circumstances

which arise and which would result in any Facility ceasing to be available or any amount becoming

payable under

or pursuant to, or cancelled pursuant to, any

of Clause

7.1

(Illegality), Clause

14

(Tax gross-up and indemnities) or

Clause

15

(Increased Costs) including (but not

limited to) transferring its rights and

obligations under the Finance

Documents to another Affiliate.

17.1.2

Clause

17.1.1

above does not in any way limit the obligations of any Obligor under the Finance Documents.

17.2

Limitation of liability

17.2.1

The Borrower shall promptly indemnify each Finance

Party for all costs and expenses reasonably incurred

by that

Finance Party as a result of steps taken by it under Clause

17.1

(Mitigation).

17.2.2

A Finance Party

is not obliged

to take any

steps under

Clause

17.1

(Mitigation) if, in

the opinion

of that Finance

Party (acting reasonably), to do so might be prejudicial to it.

18.

COSTS AND EXPENSES

18.1

Transaction expenses

The Borrower shall, promptly

on demand, pay the Facility

Agent and the Arranger

the amount of all costs and

expenses

(including

reasonable

or

agreed

legal

fees

and

costs

relating

to

site

visits)

reasonably

incurred

by

any

of

them

in

connection with the negotiation, preparation, printing, execution, syndication

and perfection of:

18.1.1

this Agreement and any other documents referred to in this Agreement

and the Transaction Security; and

18.1.2

any other Finance Documents executed after the date of this Agreement.

18.2

Amendment costs

If:

18.2.1

an Obligor requests an amendment, waiver or consent; or

18.2.2

there is

any change

in law

or any

regulation which

requires an

amendment, waiver

or consent

under the

Finance

Documents,

42

the Borrower shall, within three Business Days of demand, reimburse

each Finance Party for the amount of all costs and

expenses (including legal fees)

reasonably incurred by that Finance

Party (and by any Representative

appointed by such

Finance Party) in responding to, evaluating, negotiating or complying with that

request or requirement.

18.3

Enforcement and preservation costs

The Borrower shall,

within three

Business Days

of demand, pay

to each Finance

Party the amount

of all

costs and

expenses

(including legal fees on the scale between attorney and own

client whether incurred before or after judgment) incurred by

it in

connection with the

enforcement of or

the preservation of

any rights under

any Finance

Document and the

Transaction

Security

and

any

proceedings

instituted

by

or

against

a

Finance

Party

as

a

consequence

of

taking

or

holding

the

Transaction Security or enforcing these rights.

43

SECTION 7

GUARANTEE

19.

GUARANTEE AND INDEMNITY

19.1

Guarantee and indemnity

19.2

Each Guarantor

irrevocably and

unconditionally jointly

and severally,

as a principal

obligor and

not merely

as a surety

on the basis of discrete obligations enforceable against it:

19.2.1

guarantees to each Finance

Party punctual performance

by each other

Obligor of all

that Obligor's obligations

under

the Finance Documents;

19.2.2

undertakes with each Finance Party that whenever another Obligor does not pay any amount when due under or in

connection with any Finance Document, that Guarantor

shall immediately on demand pay that amount

as if it was

the principal obligor; and

19.2.3

agrees

with

each

Finance

Party

that

if

any

obligation

guaranteed

by

it

is

or

becomes

unenforceable,

invalid

or

illegal, it

will, as

an independent

and primary

obligation, indemnify

that Finance

Party immediately

on demand

against any

cost, loss

or liability

it incurs

as a

result of

an Obligor

not paying

any amount

which would,

but for

such unenforceability,

invalidity or

illegality,

have been

payable by

it under

any Finance

Document on

the date

when it would have

been due.

The amount payable by

a Guarantor under this

indemnity will not exceed

the amount

it

would

have

had

to

pay

under

this

Clause

19

if

the

amount

claimed

had

been

recoverable

on

the

basis

of

a

guarantee.

19.3

Continuing guarantee

This guarantee

is a continuing

guarantee and

will extend to

the ultimate balance

of sums payable

by any Obligor

under

the Finance Documents, regardless of any intermediate payment

or discharge in whole or in part.

19.4

Reinstatement

If any

discharge, release

or arrangement

(whether in

respect of

the obligations

of any

Obligor or

any security

for those

obligations or

otherwise) is

made by

a Finance

Party in

whole or

in part

on the basis

of any

payment, security

or other

disposition which is avoided or must be restored

in insolvency,

business rescue proceedings, liquidation, administration,

winding up or otherwise, without limitation, then the liability of each Guarantor

under this Clause

19

will continue or be

reinstated as if the discharge, release or arrangement had not occurred.

19.5

Waiver of defences

19.5.1

The obligations

of each

Guarantor under

this Clause

19

will not

be affected

by an

act, omission,

matter or

thing

which, but for

this Clause

19

, would

reduce, release or

prejudice any of

its obligations under

this Clause

19

(without

limitation and whether or not known to it or any Finance Party) including:

(a)

any time, waiver or consent granted to, or composition with, any Obligor

or other person;

(b)

the release of any other Obligor or any

other person under the terms of any composition or

arrangement with

any creditor of any member of the Group;

(c)

the taking, variation,

compromise, exchange,

renewal or release

of, or refusal

or neglect to

perfect, take up

or enforce, any rights against, or security over assets of,

any Obligor or other person or any non-presentation

or non-observance of any formality or other

requirement in respect of any instrument

or any failure to realise

the full value of any security;

(d)

any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or

status of an Obligor or any other person;

(e)

any

amendment,

novation,

supplement,

extension,

restatement

(however

fundamental

and

whether

or

not

more onerous) or replacement of a

Finance Document or any other document or

security including, without

44

limitation, any

change in

the purpose of,

any extension

of or increase

in any facility

or the addition

of any

new facility under any Finance Document or other document or security;

(f)

any unenforceability,

illegality, invalidity,

suspension or cancellation of any obligation

of any person under

any Finance Document or any other document or security; or

(g)

any insolvency,

liquidation, winding

up, business

rescue or

similar proceedings

(including, but

not limited

to, receipt of any distribution made under or in connection with those proceedings).

19.6

Guarantor intent

Without prejudice to the generality of Clause

19.5

(

Waiver of defences

), each Guarantor expressly

confirms that it intends

that this guarantee shall extend from time to time to

any (however fundamental) variation, increase, extension or addition

of or to any of the Finance Documents and/or any

facility or amount made available under any of the Finance

Documents

for the purposes

of or in

connection with any

of the following:

business acquisitions of

any nature; increasing

working

capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing

any other indebtedness; making facilities available to new borrowers; any other variation or extension of

the purposes for

which

any

such

facility

or

amount

might

be

made

available

from

time

to

time;

and

any

fees,

costs

and/or

expenses

associated with any of the foregoing.

19.7

Immediate recourse

Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to

proceed

against

or

enforce

any

other

rights

or

security

or

claim

payment

from

any

person

before

claiming

from

that

Guarantor under this Clause

19

.

This waiver applies irrespective

of any law or any

provision of a Finance

Document to

the contrary.

19.8

Appropriations

19.8.1

Until

all

amounts

which

may

be

or

become

payable

by

the

Obligors

under

or

in

connection

with

the

Finance

Documents have been irrevocably paid in full, each Finance Party (or

any trustee or agent on its behalf) may:

(a)

refrain from applying or

enforcing any other

moneys, security or

rights held or

received by that

Finance Party

(or any

agent or

other person

on its

behalf) in

respect of

those amounts,

or apply

and enforce

the same

in

such manner and order as it sees fit (whether against those amounts or otherwise) and no Guarantor

shall be

entitled to the benefit of the same; and

(b)

hold in an interest-bearing suspense account any moneys received

from any Guarantor or on account of any

Guarantor's liability under this Clause

19.

19.9

Deferral of Guarantors' rights

19.9.1

Until

all

amounts

which

may

be

or

become

payable

by

the

Obligors

under

or

in

connection

with

the

Finance

Documents have

been irrevocably

paid in

full and

unless the

Facility Agent

otherwise directs,

no Guarantor

will

exercise

any

rights

which

it

may

have

by

reason

of

performance

by

it

of

its

obligations

under

the

Finance

Documents or by reason of any amount being payable, or liability arising, under

this Clause

19:

(a)

to be indemnified by an Obligor;

(b)

to claim

any contribution

from any

other guarantor

of or provider

of security

for any

Obligor's obligations

under the Finance Documents;

(c)

to take the benefit (in whole or in part and whether by way of

subrogation, cession of action or otherwise) of

any rights

of the Finance

Parties under

the Finance

Documents or of

any other

guarantee or

security taken

pursuant to, or in connection with, the Finance Documents by any Finance

Party;

(d)

to bring legal or other proceedings for an order requiring any Obligor

to make any payment, or perform any

obligation,

in

respect

of

which

any

Guarantor

has

given

a

guarantee,

undertaking

or

indemnity

under

Clause

19.1

(

Guarantee and indemnity

);

45

(e)

to exercise any right of set-off against any Obligor; and/or

(f)

to claim,

rank, prove

or vote

as a

creditor or

shareholder of

any Obligor

in competition

with any

Finance

Party.

19.9.2

If

a

Guarantor

receives

any

benefit,

payment

or

distribution

in

relation

to

such

rights

it shall

hold

that

benefit,

payment

or

distribution

to

the extent

necessary

to

enable

all

amounts

which

may

be

or

become

payable

to

the

Finance Parties by the Obligors under or

in connection with the Finance Documents to

be repaid in full on trust

for,

or otherwise for the benefit of,

the Finance Parties and shall promptly

pay or transfer the same to

the Facility Agent

or as the Facility Agent may direct for application in accordance with Clause

30

(

Payment Mechanics)

.

19.10

Additional security

This guarantee is in addition to and is not in any

way prejudiced by any other guarantee or security now

or subsequently

held by any Finance Party.

46

SECTION 8

REPRESENTATIONS,

UNDERTAKINGS

AND EVENTS OF DEFAULT

20.

REPRESENTATIONS

Each Obligor (other than K2020 and K2021) makes the representations and warranties set out in this Clause

20

to each Finance

Party.

A reference

in this

Clause to

"it" or

"its" includes,

unless the

context

otherwise

requires,

each Obligor.

The Finance

Parties

enter

into

the

Finance

Documents

to

which

they

are

party

on

the

strength

of

and

relying

on

the

representations

and

warranties set

out in

this Clause

20

, each

of which

is a

separate representation

and warranty,

given without

prejudice to

any

other representation or warranty and is deemed to be a material representation or warranty (as applicable) inducing

the Finance

Parties to enter into the Finance Documents.

20.1

Status

20.1.1

It is a limited liability corporation, duly incorporated and validly existing under the law

of its Original Jurisdiction.

20.1.2

Each of its Subsidiaries is a limited liability

corporation, duly incorporated and validly existing under the law of its

jurisdiction of incorporation.

20.1.3

It and each of its Subsidiaries has the power to own its assets and carry on its business as it is being conducted.

20.2

Binding obligations

20.2.1

The obligations

expressed to

be assumed

by it

in each

Finance Document

to which

it is

a party

are legal,

valid,

binding and enforceable obligations.

20.2.2

Without limiting the generality of Clause

20.2.1

above, each Transaction Security Document to which

it is a party

creates the

Security which

that Transaction

Security Document

purports to

create and

that Security

is valid

and

effective.

20.3

Non-conflict with other obligations

The entry into and

performance by it of,

and the transactions contemplated

by, the

Finance Documents and

the granting

of the Transaction Security do not and will not conflict

with:

20.3.1

any law or regulation applicable to it;

20.3.2

the constitutional documents of any member of the Group; or

20.3.3

any agreement or

instrument binding upon

it or

any member of

the Group or

any of

its or any

member of the

Group's

assets or constitute a default or termination event (however described) under any

such agreement or instrument.

20.4

Power and authority

20.4.1

It has

the power

to enter

into, perform

and deliver,

and has

taken all

necessary action

to authorise

its entry

into,

performance

and

delivery

of,

the

Finance

Documents

to

which

it

is

or

will

be

a

party

and

the

transactions

contemplated by those Finance Documents.

20.4.2

No limit on

its powers

will be exceeded

as a result

of the borrowing,

grant of

security or giving

of guarantees

or

indemnities contemplated by the Finance Documents to which it is a party.

20.5

Validity

and admissibility in evidence

20.5.1

All Authorisations required or desirable:

(a)

to enable it

lawfully to

enter into,

exercise its

rights and

comply with

its obligations in

the Finance

Documents

to which it is a party; and

(b)

to make the Finance Documents to which it is a party admissible in evidence in its Relevant

Jurisdictions,

47

have been obtained or effected and are in full force and effect.

20.5.2

All Authorisations necessary for the conduct of the

business, trade and ordinary activities of members

of the Group

have been obtained or effected and are in full force and effect.

20.6

Acquisition Documents

20.6.1

The Acquisition Documents contain all the terms of the Acquisition.

20.6.2

Each Acquisition Document to which it is a party is in full force and effect.

20.6.3

It is not in unremedied breach of any of its obligations under any Acquisition Document.

20.6.4

There

have

been

no

amendments

to

any

Acquisition

Document

from

the

form

provided

to

the

Facility

Agent

pursuant to Clause

4.1

(

Initial conditions precedent

), other than any

amendment permitted pursuant to

Clause

23.29

(

Acquisition Documents

).

20.7

Governing law and enforcement

20.7.1

The

choice

of

governing

law

of

the

Finance

Documents

will

be

recognised

and

enforced

in

its

Relevant

Jurisdictions.

20.7.2

Any judgment obtained in relation

to a Finance Document in the

jurisdiction of the governing law

of that Finance

Document will be recognised and enforced in its Relevant Jurisdictions.

20.8

Insolvency and Financial Distress

20.8.1

No:

(a)

corporate

action,

legal

proceeding

or

other

procedure

or

step

described

in

Clause

24.7.1

(Insolvency

proceedings); or

(b)

creditors' process described in Clause

24.8

(Creditors' process),

has been

taken or,

to the

knowledge of

the Borrower,

threatened in

relation to

any Obligor,

Security Provider

or

member

of

the

Group

other

than

Cash

Connect

Collateral

Rentals

Holding

Trust

(Masters

reference

number

IT3206/2011)

and

Cash

Connect

Management

Solutions

Employee

Incentive

Trust

(Masters

reference

number

IT2102/2021);

and

none

of

the

circumstances

described

in

Clause

24.6

(Insolvency)

applies

to

any

Obligor,

Security Provider or member of the Group.

20.8.2

Neither it

nor any other

Obligor, Security Provider or

any member of

the Group

is Financially Distressed

(as defined

in the Companies Act, 2008).

20.9

No filing or stamp taxes

Under the laws of

its Relevant Jurisdiction

it is not necessary

that the Finance

Documents be filed,

recorded or enrolled

with any

court or other

authority in

that jurisdiction

or that any

stamp, registration,

notarial or

similar Taxes

or fees

be

paid on or in relation to the Finance Documents or the transactions contemplate

d

by the Finance Documents.

20.10

Deduction of Tax

It is

not required

to make

any deduction

for or

on account

of Tax

from any

payment

it may

make under

any Finance

Document.

20.11

No default

20.11.1

No

Event

of

Default

and,

on

the

date

of

this

Agreement

and

the

Closing

Date,

no

Default

is

continuing

or

is

reasonably likely

to result

from the

making of

any Loan

or the entry

into, the performance

of, or

any transaction

contemplated by,

any Finance Document.

48

20.11.2

No other event

or circumstance is

outstanding which

constitutes (or,

with the expiry

of a grace

period, the giving

of notice, the making of any determination or any combination of any of the foregoing, would constitute) a default

or termination event (however described) under any other agreement or instrument which is binding on it or

any of

its Subsidiaries

or to

which its

(or any

of its

Subsidiaries') assets

are subject

which has

or is

reasonably likely

to

have a Material Adverse Effect.

20.12

Base Case Model

The Base Case Model has been prepared on the basis

of, amongst other things, historical financial statements

which were

prepared

in

accordance

with

IFRS

for

SMEs

and

as

applied

to

the

Original

Financial

Statements,

and

the

financial

projections contained

in the

Base Case Model

have been

prepared on the

basis of

recent historical

information, are

fair

and based on reasonable assumptions and have been approved by

the board of directors of the Borrower.

20.13

Financial Statements

20.13.1

The Original Financial Statements were prepared in accordance with IFRS for SMEs

consistently applied.

20.13.2

The audited Original Financial Statements fairly present its financial

condition and its results of operations during

the relevant financial year.

20.13.3

There has been

no material adverse

change in its assets,

business or financial

condition (or the assets,

business or

consolidated financial condition of the Group), since the date of the Original

Financial Statements.

20.13.4

Its most recent financial statements delivered pursuant to Clause

21.3

(Financial statements):

(a)

have been

prepared in

accordance with

IFRS or

IFRS for

SMEs (as

applicable) as

applied to

the Original

Financial Statements; and

(b)

fairly present its

consolidated financial condition

as at the end

of, and its consolidated

results of operations

for, the period to which they relate.

20.13.5

The budgets and forecasts supplied under this Agreement were arrived at after careful consideration and

have been

prepared in

good faith

on the

basis of

recent historical

information and

on the

basis of

assumptions which

were

reasonable as at the date they were prepared and supplied.

20.14

No proceedings

Except as expressly set out in

Schedule 11

(

DISCLOSURE SCHEDULE

):

20.14.1

no litigation,

arbitration or

administrative proceedings

or investigations

of, or

before, any

court, arbitral

body or

agency

have

(to

the

best

of

its

knowledge

and

belief,

having

made

due

and

careful

enquiry)

been

started

or

threatened against it or any of its Subsidiaries;

20.14.2

no judgment or order of

a court, arbitral body or agency

has (to the best of its knowledge

and belief, having made

due and careful enquiry) been made against it or any of its Subsidiaries which

remains outstanding.

20.15

No breach of laws

20.15.1

It has

not (and

no member

of the

Group has)

breached any

law or

regulation which

breach has

or is

reasonably

likely to have a Material Adverse Effect.

20.15.2

No labour disputes

are current or,

to the best

of its knowledge

and belief (having

made due and

careful enquiry),

threatened against any member

of the Group which

have or are

reasonably likely to have

a Material Adverse Effect.

20.16

Environmental laws

20.16.1

Each member

of the

Group is

in compliance

with Clause

23.3

Environmental compliance

) and

(to the

best of

its

knowledge and belief, having made due and careful

enquiry) no circumstances have occurred which would

prevent

such compliance in a manner or to an extent which has or is reasonably likely to

have a Material Adverse Effect.

49

20.16.2

No Environmental

Claim has been

commenced or

(to the best

of its

knowledge and

belief, having

made due

and

careful

enquiry) is

threatened

against any

member of

the Group

where that

claim has

or is

reasonably

likely,

if

determined against that member of the Group, to have a Material Adverse

Effect.

20.16.3

The cost to

the Group of

compliance with Environmental

Laws (including Environmental

Permits) is (to

the best

of its knowledge and belief, having made

due and careful enquiry) adequately provided for in

the Base Case Model

and

the

cost

of

compliance

with

the

recommendations

contained

in

the

Environmental

Report

is

adequately

provided for in the Base Case Model.

20.17

Taxation

20.17.1

It is not (and no

member of the Group

is) overdue in the filing of

any Tax returns

and it is not (and no

member of

the Group is) overdue in the payment of any amount in respect of Tax.

20.17.2

No claims or investigations are being, or are reasonably likely to be, made or conducted against it (or any member

of the Group) with respect to Taxes.

20.17.3

It is resident for Tax purposes

only in its Original Jurisdiction.

20.18

Anti-corruption law

Except as expressly set out in

Schedule 11

(

DISCLOSURE SCHEDULE

), each member of the Group has conducted its

businesses in compliance with applicable anti-corruption laws and

has instituted and maintained policies and procedures

designed to promote and achieve compliance with such laws.

20.19

Security and Financial Indebtedness

Except as expressly set out in

Schedule 11

(

DISCLOSURE SCHEDULE

):

20.19.1

no Security

or Quasi-Security

exists over

all or

any of

the present

or future

assets of

any member

of the

Group

other than the Permitted Security;

20.19.2

no

member

of

the

Group

has

any

Financial

Indebtedness

outstanding

other

than

the

Permitted

Financial

Indebtedness.

20.20

Ranking

The Transaction

Security has

or will

have first

ranking priority

and it

is not

subject to

any prior

ranking or

pari passu

ranking Security.

20.21

Sanctions

No Obligor is

(and no member

of the Group

is) party to

or participates in

any Sanctioned Transaction,

has contravened

any Sanctions or is targeted under any Sanctions.

20.22

Good title to assets

It and each of its Subsidiaries

has a good, valid and

marketable title to, or valid

leases or licences of, and all

appropriate

Authorisations to use, the assets necessary to carry on its business as presently conducted.

20.23

Legal and beneficial ownership

It and each of its Subsidiaries

is the sole legal and

beneficial owner of the respective assets

over which it purports to grant

Security.

20.24

Shares

20.24.1

The shares of any member of the

Group which are subject to the

Transaction Security are fully paid and not subject

to any option to purchase or similar rights which have not been waived.

50

20.24.2

The constitutional documents of companies whose

shares are subject to the Transaction

Security do not and could

not restrict or inhibit any transfer of those shares on creation or enforcement of

the Transaction Security.

20.24.3

There are no

agreements in force

which provide for

the issue or allotment

of, or grant any

person the right

to call

for the issue

or allotment of,

any share or loan

capital of any member

of the Group (including

any option or

right

of pre-emption or conversion) other than under the management incentive scheme approved by the Facility Agent.

20.25

Intellectual Property

It:

20.25.1

is the

sole legal

and beneficial

owner of or

has licensed to

it on

normal commercial terms

all the

Intellectual Property

which is material

in the context

of its business and

which is required by

it in order to

carry on its business

as it is

being conducted on the date of this Agreement and as contemplated in the Base Case Model;

20.25.2

does not, in carrying on its businesses, infringe any Intellectual Property of

any third party in any respect; and

20.25.3

has taken all formal

or procedural actions (including payment

of fees) required to

maintain any material Intellectual

Property owned by it.

20.26

Accounting Reference Date

The accounting reference date of each member of the Group is the Accounting

Reference Date.

20.27

No adverse consequences

20.27.1

It is not necessary under the laws of its Relevant Jurisdictions:

(a)

in order to enable any Finance Party to enforce its rights under any Finance Document; or

(b)

by reason

of the

execution of any

Finance Document

or the performance

by it

of its obligations

under any

Finance Document,

that any Finance Party should be

licensed, qualified or otherwise entitled to carry

on business in any of

its Relevant

Jurisdictions.

20.27.2

No Finance Party is

or will be

deemed to be resident,

domiciled or carrying on

business in its

Relevant Jurisdictions

by reason only of the execution, performance and/or enforcement of

any Finance Document.

20.28

Times when representations

made

20.28.1

All

the

representations

and

warranties

in

this

Clause

20

are

made

by

each

of

the

Obligors

on

the

date

of

this

Agreement.

20.28.2

All the

representations

and

warranties

in this

Clause

20

are deemed

to be

made

by each

of the

Obligors

on the

Closing Date.

20.28.3

The Repeating Representations are deemed to be made by each Obligor:

(a)

on the date of the Utilisation Request;

(b)

on the Utilisation Date; and

(c)

on the first day of each Interest Period.

20.28.4

Each representation

and warranty in

this Clause

20

is deemed to

be made by

each Additional

Obligor on

the day

which it becomes (or it is proposed that it becomes) an Additional Obligor.

20.28.5

Each representation

or warranty deemed

to be made

after the date of

this Agreement shall

be deemed to

be made

by reference to the

facts and circumstances existing

at the date

the representation or warranty

is deemed to

be made.

51

20.29

K2020 and K2021

20.29.1

K2020

makes

the

representations

and

warranties

set

out

in

clause

18

to

the

K2020

Facility

Agreement

mutatis

mutandis

in relation to this Agreement to each Finance Party.

20.29.2

K2021

makes

the

representations

and

warranties

set

out

in

clause

18

to

the

K2020

Facility

Agreement

as

if

a

reference to K2020 were a reference to K2021 and

mutatis mutandis

in relation to this Agreement to each Finance

Party.

20.29.3

The Finance Parties enter into the Finance Documents to which they are party on the strength of and relying on

the

representations

and

warranties

made

pursuant

to

Clauses

20.29.1

and

20.29.2

,

each

of

which

is

a

separate

representation and warranty, given without prejudice to any other representation or warranty and is deemed to be a

material

representation

or

warranty

(as

applicable)

inducing

the

Finance

Parties

to

enter

into

the

Finance

Documents.

20.29.4

The expiry or termination of the K2020 Facility Agreement will not affect

the provisions of this Clause

20.29

will

continue in force or which of necessity must continue to apply after that expiry or

termination.

21.

INFORMATION UNDERTAKINGS

21.1

The

undertakings

in

this

Clause

21

remain

in

force

from

the

date

of

this

Agreement

for

so

long

as

any

amount

is

outstanding under the Finance Documents or any Commitment is in force.

21.2

In this Clause

21:

21.2.1

Annual Financial Statements means the financial statements for a Financial Year

delivered pursuant Clause

21.3.1

(

Financial statements)

21.2.2

Quarterly Management Accounts

means the management accounts

delivered pursuant to Clause

21.3.2

(Financial

statements).

21.3

Financial statements

The Borrower shall supply to the Facility Agent in sufficient

copies for all the Lenders:

21.3.1

as soon as they are available, but in any event within 180 days after the end of each of its Financial Years

(or such

other period agreed to by the Facility Agent), its audited consolidated financial

statements for that Financial Year;

21.3.2

as soon as they

are available, but in

any event within 75

days after the end

of each quarter of

each of its financial

years (other than those for the fourth quarter of any financial year which shall be provided within 90 days after the

end

of

that

quarter),

its

quarterly

management

accounts

(which

shall

include,

without

limitation,

a

cash

flow

statement, income statement and

balance sheet on a year-to-year

basis) for that quarter on a consolidated

basis for

that quarter as well

as a cash flow

statement, income statement

and balance sheet on

a year-to-year basis

for each

other Obligor.

21.4

Provision and contents of Compliance Certificate

21.4.1

The Borrower

shall supply

a Compliance

Certificate to

the Facility

Agent with

each set

of its

Annual Financial

Statements and each set of management accounts for a quarter.

21.4.2

The Compliance Certificate

shall, amongst

other things, set

out (in

reasonable detail) computations

as to

compliance

with Clause

22

(Financial Covenants).

21.4.3

Each Compliance Certificate shall be signed by the financial director

and one other director of the Borrower.

21.5

Requirements as to financial statements

21.5.1

The Borrower

shall procure

that each

set of

Annual

Financial Statements

and

Quarterly

Management

Accounts

includes a balance sheet and income statement.

In addition the Borrower shall procure that:

52

(a)

each set of its Annual Financial Statements shall be audited by the Auditors;

(b)

each set of Quarterly Management Accounts is accompanied by a statement

by the directors of the Borrower

highlighting

any

material

developments

or

proposals

affecting

the

cashflow

of

the

Group,

including

Consolidated EBITDA, revenue, net income and capital expenditure.

21.5.2

Each set of financial statements delivered pursuant

to Clause

21.3

(Financial statements) (other than the Quarterly

Management Accounts):

(a)

shall be certified by

the finance director and one

other director of the relevant

company as fairly presenting

its financial condition and operations as at the date as at which those financial statements

were drawn up;

(b)

in the

case of

consolidated financial

statements of

the Group,

shall be

accompanied by

a statement

by the

directors

of

the

Borrower

comparing

actual performance

for

the

period

to

which

the financial

statements

relate to the actual performance

for the corresponding period

in the preceding Financial

Year

of the Group;

and

shall be prepared using IFRS or IFRS for SMEs

(as applicable), accounting practices and financial reference

periods

consistent

with

those

applied

in

the

preparation

of

the

Original

Financial

Statements,

unless,

in

relation

to

any

set of

financial

statements,

the

Borrower

notifies the

Facility

Agent

that

there

has

been

a

change in IFRS or IFRS for SMEs (as applicable) or the accounting practices and the Auditors deliver to the

Facility Agent:

(i)

a description of any change necessary for those financial statements

to reflect IFRS or IFRS for SMEs

(as applicable)

or accounting

practices upon

which the

Base Case

Model

or,

the Original

Financial

Statements were prepared; and

(ii)

sufficient information, in form and substance as may

be reasonably required by the Facility Agent, to

enable the Lenders to determine whether Clause

22

(Financial covenants) has been complied with and

to make an accurate comparison between the financial position indicated in those financial statements

and the Base Case Model or the Original Financial Statements.

21.5.3

Any reference

in this

Agreement to

any financial

statements shall

be construed

as a

reference to

those financial

statements as

adjusted to

reflect the

basis upon

which the

Base Case

Model or,

as the

case may

be, the

Original

Financial Statements were prepared.

21.5.4

If the Facility Agent wishes to

discuss the financial position of

any member of the Group with the

auditors of that

member of the Group,

the Facility Agent

may notify the Borrower, stating

the questions or issues

which the Facility

Agent

wishes

to

discuss

with

those

auditors.

In

this

event,

the

Borrower

must

ensure

that

those

auditors

are

authorised (at the expense of the Borrower):

(a)

to discuss the financial position of the

relevant member of the Group with

the Facility Agent on request from

the Facility Agent; and

(b)

to

disclose

to

the

Facility

Agent

for

the

Finance

Parties

any

information

which

the

Facility

Agent

may

reasonably request.

21.6

Presentations

Once

in

every

Financial

Year,

or

more

frequently

if

requested

to

do

so

by

the

Facility

Agent

if

the

Facility

Agent

reasonably suspects a

Default is continuing

or may

have occurred or

may occur, at

least one

director and the

chief financial

officer

of

the

Borrower

must

give

a

presentation

to

the

Finance

Parties

about

the

on-going

business

and

financial

performance of the Group.

21.7

Board packs

The Borrower shall, on request by the Facility Agent, deliver to the Facility Agent, in sufficient copies for all Lenders, at

the same time they

are distributed to

the relevant board

of directors, copies

of all board

packs submitted to

the board of

directors of an Obligor.

53

21.8

Year

-end

No

Obligor

shall

change

its

Accounting

Reference

Date

other

than

to

the

Accounting

Reference

Date

set

out

in

Clause

1.1.4(b).

21.9

Information: miscellaneous

21.9.1

The Borrower

shall supply

to the

Facility Agent

(in sufficient

copies for

all the Lenders,

if the

Facility Agent

so

requests):

(a)

copies of all documents dispatched by an Obligor to:

(i)

its creditors (or any class of them) generally; or

(ii)

its shareholders (or any class of them) generally pursuant to any applicable law or regulation,

in each case, at the same time as they are dispatched;

(b)

promptly

upon

becoming

aware

of

them,

details

and

copies

of

any

changes

proposed

to

or

made

to

its

constitutional documents

or the constitutional

documents of it

or any

other Obligor (including

the filing of

any Memorandum

of Incorporation

under the

Companies Act),

where such

changes do,

or are

reasonably

likely to, adversely affect the interests of the Finance Parties;

(c)

promptly upon becoming aware of

them, the details of any

litigation, arbitration, administrative proceedings,

liquidation

applications,

winding

up

applications

or

business

rescue

applications

which

are

current,

threatened

or

pending

against

it

or

any

other

member

of

the

Group,

and,

in

the

case

of

any

litigation,

arbitration or administrative proceedings, involve liability

in an aggregate amount which (together with any

other liability in respect of litigation, arbitration or administrative proceedings) is in excess of R10,000,000;

and

(d)

promptly,

such further

information

regarding the

financial condition,

business and

operations

of it

or any

other member of the Group as any Finance Party (through the Facility Agent) may

reasonably request.

21.10

Notification of default

21.10.1

Each Obligor shall

notify the Facility

Agent of any

Default (and the

steps, if any, being

taken to remedy

it) promptly

upon becoming aware of its occurrence.

21.10.2

Promptly upon a request by the Facility Agent, the Borrower shall supply to the Facility Agent a certificate signed

by two

of its

directors or

senior officers

on its

behalf certifying

that no

Default is

continuing

(or if

a Default

is

continuing, specifying the Default and the steps, if any,

being taken to remedy it).

21.11

"Know your customer" checks

21.11.1

If:

(a)

the introduction

of or

any change

in (or

in the

interpretation, administration

or application

of) any

law or

regulation made after the date of this Agreement;

(b)

any change in the status of an Obligor or the

composition of the shareholders of an Obligor after the date

of

this Agreement; or

(c)

a proposed transfer by a Lender of any of its rights and/or obligations under this Agreement to a

party that is

not a Lender prior to such transfer,

obliges the

Facility Agent

or any

Lender (or,

in the case

of paragraph

(c)

above, any

prospective new

Lender) to

comply

with

"know

your

customer"

or

similar

identification

procedures

(whether

in

terms

of

the

Financial

Intelligence

Centre

Act,

2001

or

otherwise)

in

circumstances

where

the

necessary

information

is

not

already

available to it, each Obligor shall promptly upon the request of

the Facility Agent or any Lender supply, or procure

the supply

of, such

documentation and

other evidence

as is reasonably

requested by

the Facility Agent

(for itself

54

or on behalf of

any Lender) or any

Lender (for itself or,

in the case of the

event described in paragraph

(c)

above,

on behalf of any

prospective new Lender) in

order for the Facility

Agent, such Lender

or, in the

case of the event

described in paragraph

(c)

above, any prospective new Lender to carry out and be satisfied it has complied with all

necessary "know your customer"

or other similar checks

under all applicable laws and

regulations pursuant to

the

transactions contemplated in the Finance Documents.

21.11.2

Each

Lender

shall

promptly

upon

the

request

of

the

Facility

Agent

supply,

or

procure

the

supply

of,

such

documentation

and

other

evidence

as

is

reasonably

requested

by

the

Facility

Agent

(for

itself)

in

order

for

the

Facility Agent to

carry out and

be satisfied it

has complied with

all necessary "know

your customer" or

other similar

checks

under

all

applicable

laws

and

regulations

pursuant

to

the

transactions

contemplated

in

the

Finance

Documents.

21.11.3

The Borrower shall, by not less

than 10 Business Days' prior

written notice to the Facility Agent,

notify the Facility

Agent (which shall promptly notify

the Lenders) of its intention to request

that one of its Subsidiaries becomes an

Additional Obligor pursuant to Clause

26

(

Changes to the Obligors

).

21.11.4

Following the giving

of any notice pursuant

to Clause

21.11.3

above, if the

accession of such

Additional Obligor

obliges the Facility Agent or

any Lender to comply with

"know your customer" or similar

identification procedures

in circumstances where the

necessary information is not

already available to it, the

Borrower shall promptly upon

the request

of the

Facility Agent

or any

Lender supply,

or procure

the supply

of, such

documentation

and other

evidence as is reasonably requested by the Facility Agent (for itself or on behalf of any Lender) or any Lender (for

itself or on behalf of

any prospective new Lender) in order

for the Facility Agent or such

Lender or any prospective

new Lender to carry out and be satisfied it has complied

with all necessary "know your customer" or other

similar

checks under all applicable laws and regulations pursuant to the accession of such Subsidiary to this Agreement as

an Additional Obligor.

22.

FINANCIAL COVENANTS

22.1

Financial Definitions

In this Agreement:

22.1.1

Borrowings

means, at any time, the

aggregate outstanding principal, capital or

nominal amount (and any fixed or

minimum premium

payable on

prepayment or

redemption) of

any indebtedness

of the

members of

the Covenant

Group for or in respect of:

(a)

moneys borrowed, credit provider and debit balances at banks or other financial institutions;

(b)

any acceptances under any acceptance credit or bill discount facility (or

dematerialised equivalent);

(c)

any note purchase facility or the issue of bonds, notes, debentures, loan

stock or any similar instrument;

(d)

any Finance Lease;

(e)

receivables sold or discounted (other than any receivables to the extent they are sold on a

non-recourse basis

and meet any requirements for de-recognition under IFRS or IFRS for SMEs (as applicable));

(f)

any counter-indemnity obligation in respect of a guarantee,

bond, standby or documentary letter of credit or

any other instrument issued by a bank or financial institution in

respect of an underlying liability of an entity

which is not a member of the

Covenant Group which liability would

fall within one of the other paragraphs

of this definition;

(g)

any amount raised by the issue of shares which are redeemable (other

than at the option of the issuer) or are

otherwise classified as borrowings under IFRS or IFRS for SMEs (as applicable);

(h)

any amount of any liability under an advance or deferred purchase agreement

if:

(i)

one of

the primary

reasons behind

the entry

into the

agreement is

to raise

finance or

to finance

the

acquisition or construction of the asset or service in question; or

55

(ii)

the agreement is

in respect of

the supply of

assets or services

and payment is

due more than

90 days

after the date of supply;

(i)

any amount raised under

any other transaction (including

any forward sale or purchase

agreement, sale and

sale

back

or

sale

and

leaseback

agreement)

having

the

commercial

effect

of

a

borrowing

or

otherwise

classified as borrowings under IFRS or IFRS for SMEs (as applicable); and

(j)

(without double counting) the amount of any liability in respect of any guarantee or indemnity for any

of the

items referred to in paragraphs

(a)

to

(i)

above,

but shall exclude any debt which has been subordinated on terms acceptable to

the Facility Agent.

22.1.2

Capital

Expenditure

means any

expenditure or

obligation

in respect

of expenditure

which, in

accordance

with

IFRS or IFRS for SMEs (as applicable), is treated as capital expenditure.

22.1.3

Cashflow

means, in respect

of any Measurement Period,

Consolidated EBITDA for that

Measurement Period after:

(a)

adding the amount

of any decrease (and

deducting the amount

of any increase)

in Working

Capital for that

Measurement Period

(save for

any decrease

or increase

in relation

to activities

where the

Covenant Group

acted as agent);

(b)

adding

the

amount

of

any

cash

receipts

(and

deducting

the

amount

of

any

cash

payments)

during

that

Measurement

Period

in

respect

of

any

Exceptional

Items

not

already

taken

account

of

in

calculating

Consolidated

EBITDA

for

any

Measurement

Period

(other

than,

in

the

case

of

cash

receipts,

Relevant

Proceeds);

(c)

adding

the amount

of any

cash receipts

during

that Measurement

Period

in respect

of any

Tax

rebates or

credits

and

deducting

the

amount

actually

paid

or

due

and

payable

in

respect

of

Taxes

during

that

Measurement Period by any member of the Covenant Group;

(d)

adding (to

the extent

not already

taken into

account in

determining Consolidated

EBITDA) the

amount of

any

dividends

or

other

profit

distributions

received

in

cash

by

any

member

of

the

Group

during

that

Measurement Period from any entity which is itself not a member of the Group and deducting

(to the extent

not already deducted in

determining Consolidated EBITDA) the

amount of any dividends

paid in cash

during

the Measurement Period to minority shareholders in members of the

Group;

(e)

adding the

amount of

any increase in

provisions, other

non-cash debits

and other non

-cash charges

(which

are not Current

Assets or Current

Liabilities) and deducting

the amount of

any non-cash credits

(which are

not

Current

Assets

or

Current

Liabilities)

in

each

case

to

the

extent

taken

into

account

in

establishing

Consolidated EBITDA;

(f)

deducting the amount of any Capital Expenditure actually made (or due to be made) in cash

for the purposes

of maintenance during that

Measurement Period by

any member of

the Covenant Group

except (in each

case)

to the extent funded from:

(i)

the proceeds of any Disposal or insurance claims permitted to be retained

for this purpose; or

(ii)

New Shareholder Injections;

(g)

deducting the

amount of

any expansionary

Capital Expenditure

actually made

(or due

to be

made) in

cash

during that Measurement

Period by any

member of the

Covenant Group except

(in each case) to

the extent

it:

(i)

has been approved by the board of the relevant member of the Group;

(ii)

is disclosed

to the

Facility Agent

in a

schedule of

projected Capital

Expenditure delivered

to it

with

the Compliance Certificate for the next six months;

(h)

deducting the amount of any trade payable in relation to any Excess Inventory;

56

(i)

adding the amount of any trade payable in relation to any Excess Inventory as calculated at the beginning of

the Measurement Period,

and so that no amount shall be added (or deducted) more than once.

22.1.4

Consolidated EBITDA

means, in respect of any Measurement Period, the consolidated EBITDA of the Covenant

Group.

22.1.5

Covenant Group

means each member of the Group other than K2021 and K2020 Limited.

22.1.6

Current Assets

means the aggregate

(on a consolidated

basis) of all inventory,

work in progress,

trade and other

receivables of each

member of

the Covenant Group

including prepayments in

relation to operating

items and sundry

debtors (but excluding Cash and Cash Equivalent Investments) expected to be realised within twelve months

from

the date of computation but

excluding

amounts in respect of:

(a)

receivables in relation to Tax;

(b)

Exceptional Items and other non-operating items;

(c)

insurance claims; and

(d)

any interest owing to any member of the Covenant Group.

22.1.7

Current

Liabilities

means

the

aggregate

(on

a

consolidated

basis)

of

all

liabilities

(including

trade

creditors,

accruals and provisions) of each member of the Covenant Group expected to

be settled within 12 months from the

date of computation but

excluding

amounts in respect of:

(a)

liabilities for Borrowings and Finance Charges;

(b)

liabilities for Tax;

(c)

Exceptional Items and other non-operating items approved by the

Facility Agent; and

(d)

insurance claims; and.

(e)

liabilities in relation to dividends declared but not paid by a member

of the Covenant Group.

22.1.8

Debt Service

means, in respect of any Measurement Period, the aggregate of:

(a)

Net Finance Charges for that Measurement Period;

(b)

all

scheduled

and

mandatory

repayments

of

Borrowings

falling

due

during

that

Measurement

Period

but

excluding:

(i)

any

amounts

falling

due

under

any

GBF

Documents

and

which

were

available

for

simultaneous

redrawing according to the terms of that facility; and

(ii)

for

the avoidance

of doubt,

any mandatory

prepayment

made pursuant

to Clause

8.3

(

Disposal and

Insurance Proceeds

); and

(c)

the amount of the capital element of any payments in respect of that Measurement Period payable under any

Finance Lease entered into by any member of the Covenant Group,

and so that no amount shall be included more than once.

22.1.9

Debt Service Cover

means the ratio of Cashflow to Debt Service in respect of any Measurement Period.

22.1.10

EBITDA

, in

relation to

any Measurement

Period and

to a

member of

the Covenant

Group, means

the operating

income of that

member of the Covenant

Group for that

period, without taking

any account of

the following items

(without double counting):

57

(a)

any interest

accrued as

an obligation

of, or

owed to,

any member

of the

Covenant Group,

whether or

not

paid, deferred or capitalised during that period;

(b)

any amount of

Tax on

profits, gains or income

paid or payable by

that member of the

Covenant Group and

any amount

of any

rebate or

credit in

respect of

Tax

on profits,

gains or

income received

or receivable

by

that member of the Covenant Group;

(c)

any depreciation or amortisation whatsoever, and any charge for impairment or any reversal in

that period of

any previous impairment charge;

(d)

any loss or

gain (as applicable)

against book

value incurred by

that member of

the Covenant Group

on the

Disposal of any asset (other than trading stock or motor vehicles) during that period and any gain

arising on

any revaluation of an asset during that period;

(e)

any

unrealised

gains

or

losses

due

to

exchange

rate

movements

which

are

reported

through

the

income

statement;

(f)

any

unrealised

gains

or

losses

on

any

financial

instrument

(other

than

any

financial

instrument

which

is

accounted for on a hedge accounting basis) which are reported through

the income statement;

(g)

any Exceptional Items approved by the Facility Agent in writing before the applicable

Measurement Date;

(h)

any Transaction Expenses,

and

shall

include

the

amount

of

Cash

received

by

that

member

of

the

Covenant

Group

from

an

associate

or

investment (which is

not a member

of the Covenant

Group) in which

that member of

the Covenant Group

has an

ownership interest in the ordinary course of business.

22.1.11

Exceptional Items

means any exceptional, one

off, non-recurring or extraordinary

items, including (but

not limited

to) material items of an unusual or non-recurring nature which represent gains

or losses on:

(a)

the restructuring of the activities of an entity and reversals of any provisions for

the cost of restructuring;

(b)

disposals, revaluations, write

downs or impairment

of non-current assets

or any reversal of

any write down

or impairment;

(c)

disposals of assets associated with discontinued operations; and

(d)

disposals of assets associated with discontinued operations;

(e)

to the extent not included

in (a) to (d) above,

any other non-cash add

backs or series of non

-cash add backs

or other exceptional items (in the determination of the Facility Agent).

22.1.12

Excess Inventory

means the

difference

between

the current

airtime inventory

of the

members of

the Covenant

Group and the average daily cost of airtime inventory sold for the most recent month

multiplied by 3.5.

22.1.13

Finance Charges

means, for any Measurement Period, the aggregate amount of the accrued interest, commission,

fees, discounts, prepayment

fees, premiums or

charges and other

finance payments in

respect of Borrowings

paid

or payable

by any

member of

the Covenant

Group (calculated

on a

consolidated

basis) in

cash or

capitalised in

respect of that Measurement Period:

(a)

excluding

any upfront fees or costs;

(b)

including

the interest (but not the capital) element of payments in respect of Finance Leases;

(c)

excluding

any payments on Operating Leases;

(d)

including

any commission, fees, discounts and other finance payments

payable by (and deducting any such

amounts payable

to) any

member of

the Covenant

Group under

any interest

rate hedging

arrangement, but

excluding any unrealised gains or losses under any such hedging arrangement;

58

and so that no amount shall be added (or deducted) more than once.

22.1.14

Finance Lease

means any

lease or

hire purchase

contract, a

liability under

which would,

in accordance

with the

Accounting Principles in force, be treated as a balance sheet liability,

save for any Operating Lease.

22.1.15

Financial Half-Year

means the first six months after the Accounting Reference Date of the Borrower.

22.1.16

Financial Year

means the annual accounting period of the Group ending on the Accounting

Reference Date.

22.1.17

Interest Cover

means the ratio of

Consolidated EBITDA to Net

Finance Charges in

respect of any Measurement

Period.

22.1.18

Leverage

Ratio

means,

in

respect

of

any

Measurement

Period,

the

ratio

of

Total

Debt

on

the

last

day

of

that

Measurement Period to Consolidated EBITDA in respect of that Measurement

Period.

22.1.19

Measurement Date

means the last day of the Financial Year

and the last day of each other quarter.

22.1.20

Measurement Period

means each period of 12 months ending on a Measurement Date.

22.1.21

Net Finance Charges

means, for any Measurement Period, the

Finance Charges for that Measurement Period

after

deducting:

(a)

any

interest

accruing

in

respect

of

subordinated

debt

instruments,

provided

that

such

subordinated

debt

instruments are subordinated on terms acceptable to the Facility Agent;

(b)

any interest payable

in that

Measurement Period to

any member

of the

Covenant Group (other

than by

another

member of the Covenant Group) on any Cash or Cash Equivalent Investment.

22.1.22

New Shareholder Injections

means the aggregate

amount subscribed for by

any person (other

than a member of

the

Covenant

Group)

for

ordinary

shares

in

the

Borrower

or

for

subordinated

loans

or other

subordinated

debt

instruments

in

the

Borrower,

provided

that

such

subordinated

loans

or

other

subordinated

debt

instruments

are

subordinated on terms acceptable to the Facility Agent.

22.1.23

Operating Lease

means any lease contract (concluded either prior to or after 1 January,

2019), which would have

been classified as an operating lease under IAS17 prior to 1 January, 2019 and, solely as a result of the adoption of

IFRS16, with effect from 1 January,

2019 is now classified as a finance lease.

22.1.24

Relevant Proceeds

means Disposal Proceeds or

Insurance Proceeds (each as

defined in Clause

8.3

(

Disposal and

Insurance Proceeds

)).

22.1.25

Total Debt

means, at any time, the aggregate amount of all obligations of the members of the Covenant Group for

or in respect of Borrowings at that time but:

(a)

excluding

any such obligations to any other member of the Covenant Group;

(b)

excluding

any debt

provided by

the shareholders

of the

Borrower to

the Borrower

that is

subordinated on

terms acceptable to the Facility Agent;

and

(c)

including

, in the case of Finance Leases only,

their capitalised value,

and so that no amount shall be included or excluded more than once.

22.1.26

Transaction

Costs

means

any

non-recurring,

once-off

transaction

costs

(including

legal,

advisory

and

other

professional fees and

costs, front-end fees

payable under the Finance

Documents and the

Acquisition Documents

incurred and

paid for by

a member of

the Covenant

Group in

connection with

the Acquisition

within a

period of

twelve months from the Closing Date.

22.1.27

Working Capital

means, on any date, Current Assets less Current Liabilities.

59

22.2

Financial condition

The Borrower shall ensure that:

22.2.1

Debt Service Cover:

The Obligors shall ensure that

the Debt Service Cover for any

Measurement Period shall not be

less than the ratio

set out in column 2 below opposite that Measurement Period:

Measurement Period

Ratio

[Column 1]

[Column 2]

Each Measurement Period ending before or on 31 December, 2022:

1.20 : 1

Thereafter, each Measurement Period ending before or on 31 December,

2023:

1.20 : 1

Thereafter, each Measurement Period ending before or on 31 December,

2024:

1.20 : 1

Thereafter, each Measurement Period ending before or on 31 December,

2025:

1.20 : 1

Thereafter, each Measurement Period ending before or on 31 December,

2026:

1.20 : 1

22.2.2

Interest Cover:

The Obligors shall ensure that the Interest

Cover for any Measurement Period shall not

be less than the ratio set

out

in column 2 below opposite that Measurement Period:

Measurement Period

Ratio

[Column 1]

[Column 2]

Each Measurement Period ending before or on 31 December, 2022:

2.50 : 1

Thereafter, each Measurement Period ending before or on 31 December,

2023:

3.00 : 1

Thereafter, each Measurement Period ending before or on 31 December,

2024:

3.50 : 1

Thereafter, each Measurement Period ending before or on 31 December,

2025:

3.50 : 1

Thereafter, each Measurement Period ending before or on 31 December,

2026:

3.50 : 1

22.2.3

Leverage Ratio:

The Obligors shall ensure that the Leverage Ratio for any Measurement

Period shall not be more than the ratio set

out in column 2 below opposite that Measurement Period:

60

Measurement Period

Ratio

[Column 1]

[Column 2]

Closing Date

3.75 : 1

Each Measurement Period ending before or on 31 December, 2022:

3.50 : 1

Thereafter, each Measurement Period ending before or on 31 December,

2023:

3.25 : 1

Thereafter, each Measurement Period ending before or on 31 December,

2024:

2.75 : 1

Thereafter, each Measurement Period ending before or on 31 December,

2025:

2.50 : 1

Thereafter, each Measurement Period ending before or on 31 December,

2026:

2.25 : 1

22.3

Financial testing

22.3.1

The financial covenants set out in Clause

22.2

(

Financial condition

) shall be calculated in accordance with IFRS

or

IFRS for

SMEs (as

applicable)

and tested

by reference

to each

of the

financial statements

delivered

pursuant to

Clauses

21.3.1

and

21.3

(Financial

statements)

and/or

each

Compliance

Certificate

delivered

pursuant

to

Clause

21.4

(Provision and contents of Compliance Certificate).

22.3.2

In

respect

of

any

Measurement

Period

ending

on

a

Measurement

Date

occurring

less

than

12

months

after

the

Closing Date:

(a)

Net

Finance

Charges

shall

be calculated

on

a pro

forma

basis for

the period

from the

beginning

of that

Measurement Period until the Closing Date on the basis of annualising the actual Net Finance Charges from

the Closing Date until the end of that Measurement Period; and

(b)

Consolidated EBITDA

shall be Consolidated

EBITDA for the

12 month period

ending on

that Measurement

Date.

22.4

Equity Cure

22.4.1

If:

(a)

as at a Measurement Date, any requirement of Clauses

22.2.1

,

22.2.2

or

22.2.3

is not met;

(b)

a

Compliance

Certificate

to

be delivered

pursuant

to Clause

21.4

(

Provision

and

contents of

Compliance

Certificate

) will show, for any Measurement Period (the

Cure Measurement Period

) that there would be or

is likely to be a breach of Clause

22.2

(

Financial condition

),

the Borrower:

(i)

may procure

the provision

of New Shareholder

Injections in

an amount

sufficient to

prevent or

cure

the relevant breach

in accordance with

Clause

22.4.3

(such amount, the

Equity Cure

Proceeds

and,

such right, an

Equity Cure Right

); and

(ii)

if such New Shareholder Injection is

provided, shall procure that the Equity

Cure Proceeds are applied

in prepayment of the Term Facilities, and shall apply no less than the Equity Cure Proceeds towards a

prepayment of the Term

Facilities.

22.4.2

Any Equity

Cure Proceeds

must be

provided and

any Equity

Cure Proceeds

applied in

prepayment of

the Term

Facilities on or

prior to

the date (the

Equity Cure

Prepayment

Date

) occurring

45 days after

the date on

which

the Relevant Financial Undertaking was not met.

61

22.4.3

Upon receipt

in cash of

the Equity Cure

Proceeds and

the application

of the Equity

Cure Proceeds in

accordance

with

Clause

22.4.1(b)(ii)

,

the

financial

covenants

shall

be calculated

for

the

Cure

Measurement

Period

and

the

immediately succeeding three Measurement Periods such that:

(a)

for the

purposes of

Leverage Ratio,

the amount

of the

Equity Cure

Proceeds applied

in prepayment

of the

Term

Facilities shall be deemed

to reduce the

amount of Borrowings

as at the Measurement

Date falling at

the end

of the

Cure Measurement

Period (the

Cure

Measurement

Date

), and

the amount

of Borrowings

resulting from such reduction shall be used in the calculation of the Leverage

Ratio; and

(b)

for the purposes of

the Interest Cover and

the Debt Service Cover,

the amount of the

Equity Cure Proceeds

applied in prepayment

of the Term

Facilities shall be deemed

(for this purpose

only) to have been

received

on

the

first

day

of

the

Cure

Measurement

Period

and

Net

Finance

Charges

and

Debt

Service

shall

be

calculated to reflect

such deemed prepayment

(by excluding any

Finance Charges and

Debt Service

in respect

of the

amount deemed

to have

been received),

and Net

Finance Charges

and Debt

Service resulting

from

such calculation shall be used in the calculation of the Interest Cover and

the Debt Service Cover,

in each case, making any further adjustment needed to ensure no double counting

or accumulation of cure benefit,

and as evidenced by delivery of the Compliance Certificate for the Cure Measurement

Period.

22.4.4

If after the

financial covenants in

Clause

22.2

(

Financial condition

) are calculated,

the breach has

been prevented

or cured,

the covenants

in Clause

22.2

(

Financial condition

) shall

be deemed

to have

been satisfied

on the

Cure

Measurement Date as

though no breach

had ever occurred

and any related Default

shall be deemed

never to have

occurred.

22.4.5

An Equity Cure Right may not be exercised:

(a)

in respect of two successive Measurement Periods; and

(b)

on more than three occasions during the term of the Facilities.

23.

GENERAL UNDERTAKINGS

The undertakings

in this

Clause

23

remain in

force from

the date

of this

Agreement for

so long

as any

amount is

outstanding

under the Finance Documents or any Commitment is in force.

23.1

Authorisations

Each Obligor shall (and shall procure that each other member of the Group

will) promptly:

23.1.1

obtain, comply with and do all that is necessary to maintain in full force and effect;

and

23.1.2

supply certified copies to the Facility Agent of,

any Authorisation required under any law or regulation of a Relevant Jurisdiction

to:

(a)

enable it to perform its obligations under the Finance Documents;

(b)

ensure the legality, validity,

enforceability or admissibility in evidence of any Finance

Document; and

(c)

carry on its business where failure to do so has or is reasonably likely to have a Material

Adverse Effect.

23.2

Compliance with laws

Each Obligor shall (and shall ensure that each member of the Group will) comply in all respects with all laws to which it

may be

subject, and

obtain and

comply with

all permits

and licenses,

in each

case, either (a)

to the

extent the

same are

material to the conduct of its business,

or (b) if failure so to comply

has or is reasonably likely to have

a Material Adverse

Effect.

62

23.3

Environmental compliance

23.3.1

Each Obligor shall (and shall ensure that each member of the Group

will):

(a)

comply with all Environmental Laws;

(b)

obtain, maintain and ensure compliance with all requisite Environmental

Permits; and

(c)

implement procedures to monitor compliance with and to prevent liability

under any Environmental Law,

where failure to do so has or is reasonably likely to have a Material Adverse Effect.

23.4

Environmental Claims

23.4.1

Each Obligor shall, promptly upon becoming aware of the same, inform

the Facility Agent in writing of:

(a)

any Environmental Claim against any member of the Group which is curr

ent, pending or threatened; and

(b)

any

facts

or

circumstances

which

are

reasonably

likely

to

result

in

any

Environmental

Claim

being

commenced or threatened against any member of the Group,

where the

claim, if

determined against

that member

of the

Group, has

or is

reasonably likely

to have

a Material

Adverse Effect or would result in a financial liability for the Finance

Parties.

23.5

Anti-corruption law

23.5.1

No Obligor shall (and shall

ensure that no other member of

the Group will) directly or

indirectly use the proceeds

of the

Facilities for

any purpose

which

would breach

the Prevention

and Combatting

of Corrupt

Activities Act,

2004,

the United

Kingdom

Bribery Act

2010, the

United States

Foreign

Corrupt Practices

Act of

1977 or

other

similar legislation in other jurisdictions.

23.5.2

Each Obligor shall (and shall ensure that each other member of the Group

will):

(a)

conduct its businesses in compliance with applicable anti-corruption

laws; and

(b)

maintain policies and procedures designed to promote and achieve compliance

with such laws.

23.6

Sanctions

23.6.1

No Obligor shall (and shall ensure that no other member of the Group will):

(a)

contravene any Sanctions;

(b)

be a party to or participate in a Sanctioned Transaction in

any manner.

23.6.2

Each Obligor

shall (and shall

ensure that

each other member

of the Group

will) maintain and

implement policies

and procedures designed to prevent it from being or becoming involved

in a Sanctioned Transaction.

23.7

Guarantor coverage

23.7.1

The Borrower

shall ensure

that, at

all times

after the

Closing Date,

the aggregate

contribution of

the Guarantors

(calculated on an unconsolidated basis and excluding

all intra-Group items and investments in Subsidiaries of any

member of the Group) represents not less than 90.00 per cent. of the gross assets, Consolidated

EBITDA and total

revenue of the Group.

23.7.2

If, at any time after the date of this Agreement:

(a)

it is demonstrated

by reference to

the financial statements

of any Subsidiary

and the consolidated

financial

statements of the Group that any member of the Group is a Material Subsidiary; or

(b)

a member of the Group otherwise is or becomes a Material Subsidiary,

63

then, the

Borrower shall,

subject to

Clause

21

(Information Undertakings),

promptly and

in any

event within

10

Business

Days

of

the

delivery

of

those

financial

statements

procure

that

that

Material

Subsidiary

becomes

an

Additional Guarantor in the manner required by Clause

26.2

(

Additional Guarantors

).

23.8

Taxation

23.8.1

Each Obligor

shall (and

shall ensure

that each

member of

the Group

will) pay

and discharge

all Taxes

imposed

upon it or its assets within the time period allowed without incurring penalties unless and

only to the extent that:

(a)

such payment is being contested in good faith;

(b)

adequate reserves

are being

maintained for

those Taxes

and the costs

required to

contest them

which have

been disclosed in its latest

financial statements delivered to the

Facility Agent under Clause

21.3

(Financial

statements); and

(c)

such payment can be lawfully withheld.

23.8.2

No member of the Group may change its residence for Tax

purposes.

23.9

Merger

No

Obligor

shall

(and

shall

ensure

that

no

other

member

of

the

Group

will)

enter

into

any

amalgamation,

demerger,

merger,

consolidation or

corporate reconstruction

other than

as may be

contemplated in

the Acquisition

Documents (in

the form

provided to

the Facility

Agent pursuant

to Clause

4.1

(

Initial conditions

precedent

)) or

with the

express prior

consent of the Facility Agent.

23.10

Change of business

The Borrower shall procure that no substantial change is made

to the general nature of its business or the business of the

Group taken as a whole from that carried on Group at the Acquisition Date.

23.11

Acquisitions

23.11.1

Except as permitted under

Clause

23.11.2

below, no Obligor shall (and

Borrower shall ensure that

no other member

of the Group will):

(a)

acquire a company

or any shares or

securities or a business

or undertaking (or,

in each case, any

interest in

any of them); or

(b)

incorporate a company.

23.11.2

Clause

23.11.1

above

does

not

apply

to

an

acquisition

of

a

company,

of

shares,

securities

or

a

business

or

undertaking (or,

in each case, any interest in

any of them) or the incorporation

of a company which is

a Permitted

Acquisition.

23.12

Joint ventures

23.12.1

No Obligor shall (and shall ensure that no other member of the Group will):

(a)

enter into, invest in or acquire

(or agree to acquire) any shares,

stocks, securities or other interest in any

Joint

Venture;

or

(b)

transfer any assets

or lend to or

guarantee or give

an indemnity for or

give Security for

the obligations of a

Joint Venture

or maintain

the solvency

of or

provide working

capital to

any Joint

Venture

(or agree

to do

any of the foregoing),

(a

Joint Venture

Investment

) other than with the prior written consent of the Lender.

23.12.2

Clause

23.12.1

does not apply to any investment in any Joint Venture

where:

64

(a)

the Joint Venture

carries on or will carry on a business similar to that undertaken by the Group as at the date

of the investment;

(b)

no Default is continuing on the completion of the investment or would occur

as a result; and

(c)

the aggregate

of all

Joint Venture

Investments of

any member

or members

of the

Group does

not exceed

R50,000,000 (or its equivalent in any other currency) at any time.

23.13

Preservation of assets

Each

Obligor

shall

(and

shall ensure

that

each other

member of

the

Group

will)

maintain

in

good

working

order

and

condition (ordinary wear and tear excepted) all of its assets necessary or

desirable in the conduct of its business.

23.14

Pari passu ranking

Each Obligor shall

ensure that at all

times any unsecured

and unsubordinated claims

of a Finance Party

against it under

the Finance

Documents rank

at least

pari passu

with the

claims of

all its

other unsecured

and unsubordinated

creditors

except those creditors whose claims are mandatorily preferred by laws of general

application to companies.

23.15

Negative pledge

23.15.1

In this Clause

23.15

,

Quasi-Security

means an arrangement or transaction described in Clause

23.15.2(b)

below.

23.15.2

Except as permitted under paragraph

(c)

below:

(a)

No Obligor

shall (and shall

ensure that no

other member

of the Group

will) create or

permit to subsist

any

Security over any of its assets.

(b)

No Obligor shall (and shall ensure that no other member of the Group will):

(i)

sell, transfer or

otherwise dispose of

any of its

assets on terms

whereby they are

or may be

leased to

or re-acquired by any other member of the Group;

(ii)

sell, transfer or otherwise dispose of any of its receivables on recourse terms;

(iii)

enter into or permit to subsist any title retention arrangement;

(iv)

enter

into

any

arrangement

under

which

money

or

the

benefit

of

a

bank

or

other

account

may

be

applied, set-off or made subject to a combination of accounts; or

(v)

enter into any other preferential arrangement having a similar effect,

in

circumstances

where

the

arrangement

or

transaction

is

entered

into

primarily

as

a

method

of

raising

Financial Indebtedness or of financing the acquisition of an asset.

(c)

Paragraphs

(a)

and

(b)

above do not apply

to any Security

or (as the case

may be) Quasi-Security,

which is

Permitted Security.

23.16

Disposals

23.16.1

Except as

permitted under

Clause

23.16.2

below,

no Obligor

shall (and

shall ensure

that no

other member

of the

Group will) enter into a single

transaction or a series of transactions (whether related

or not) and whether voluntary

or involuntary to sell, lease, transfer or otherwise dispose of any

asset.

23.16.2

Clause

23.16.1

above does not apply to any sale, lease, transfer or other disposal which is a Permitted Disposal.

23.17

Arm's length basis

23.17.1

Except as permitted by

Clause

23.17.2

below, no Obligor shall (and shall ensure

that no other member

of the Group

will) enter into any transaction with any person except on arm's length terms and for full market

value.

65

23.17.2

The following transactions shall not be a breach of this Clause

23.17:

(a)

transactions between Obligors which are on arm's length basis;

(b)

intra-Group loans that constitute Permitted Loans;

(c)

shareholder loans that constitute

Permitted Loans, provided that the

repayment of any such

shareholder loans

must comply with Clause

23.20

(

Dividends and share redemption

); and

(d)

fees,

costs

and

expenses

payable

under

the

Finance

Documents

in

the

amounts

set

out

in

the

Finance

Documents delivered

to the Facility

Agent under

Clause

4.1

(Initial conditions

precedent) or agreed

by the

Facility Agent.

23.18

Loans or credit

23.18.1

Except as

permitted under

Clause

23.18.2

below,

no Obligor

shall (and

shall ensure

that no

other member

of the

Group will) be a creditor in respect of any Financial Indebtedness.

23.18.2

Clause

23.18.1

above does not apply to a Permitted Loan.

23.19

No guarantees or indemnities

23.19.1

Except as

permitted under

Clause

23.19.2

below,

no Obligor

shall (and

shall ensure

that no

other member

of the

Group will) incur or allow to remain outstanding any guarantee in respect of

any obligation of any person.

23.19.2

Clause

23.20.1

does not apply to a guarantee which is a Permitted Guarantee.

23.20

Dividends and share redemption

23.20.1

Except as permitted under

Clause

23.20.2

below, the

Borrower shall not (and will

ensure that no other member of

the Group will):

(a)

declare,

make

or

pay

any

dividend,

charge,

fee

or

other

distribution

(or

interest

on

any

unpaid

dividend,

charge, fee or other distribution) (whether in cash or

in kind) on or in respect

of its share capital (or any class

of its share capital);

(b)

repay or distribute any dividend or share premium reserve;

(c)

pay or

allow any member

of the Group

to pay any

management, advisory

or other fee

to or to

the order

of

any of the shareholders of the Borrower; or

(d)

redeem, repurchase, defease, retire or repay any of its share capital or resolve

to do so.

23.20.2

Clause

23.20.1

above does not apply to a Permitted Distribution.

23.21

Financial Indebtedness

23.21.1

Except as permitted

under Clause

23.21.2

(

Financial Indebtedness

) below,

no Obligor shall (and

shall ensure that

no other member of the Group will) incur or allow to remain outstanding any Financial Indebtedness.

23.21.2

Clause

23.21.1

above does not apply to Financial Indebtedness which is Permitted Financial Indebtedness.

23.22

Share capital

23.22.1

No Obligor shall (and shall ensure that no other member of the Group will) issue any

shares.

23.22.2

Clause

23.22.1

does not apply to:

(a)

the issue

of shares

by a

member of

the Group

to another

person as

part of

a Permitted

BEE Transaction,

provided such issue does not lead to a Change of Control;

66

(b)

the issue of ordinary shares pursuant to the exercise of an Equity Cure Right;

(c)

the issue of

ordinary shares

by the Borrower

to Net1 where

such shares become

the subject of

Transaction

Security for the benefit of the Finance Parties;

(d)

the issue of

ordinary shares by

a member of

the Group to

another member of

the Group which

is a

shareholder

in it prior to

that issue where, if

any shares in the company

issuing those shares are the

subject of Transaction

Security,

such shares become the

subject of an equivalent

Security for the benefit

of the Finance Parties

on

the same terms;

(e)

the issue of redeemable preference shares by any member of the Group pursuant

to a Refinancing.

23.23

Insurance

23.23.1

In this Clause

23.23

, a prudent owner

means a prudent

owner and operator

of any business and

of any assets of

a

type and size, similar to those owned and operated by any member of the Group in a similar location.

23.23.2

Each Obligor shall (and shall ensure that each other member of the Group

will):

(a)

maintain insurances

on and

in relation to

its business and

assets against

those risks

and to the

extent that a

prudent owner would;

(b)

ensure that all insurances are placed with reputable independent insurance companies

or underwriters;

(c)

ensure that it is free to cede by way of security all amounts payable to it under each of its Insurances and

all

its rights in connection with those amounts in favour of the Finance Parties;

(d)

promptly pay (or

procure payment of)

all premiums and

do anything which

is necessary to keep

each of its

Insurances in full force and effect;

(e)

not

do or

allow

anything

to be

done

which

may

(and

promptly

notify

the Facility

Agent

of

any

event

or

circumstance which does or

is reasonably likely to)

entitle any insurer of any

of its Insurances to repudiate,

rescind or cancel it

or to treat it as avoided

in whole or in part or

otherwise decline any valid claim

under it

by or on behalf of any member of the Group; and

(f)

ensure that

the Facility

Agent is named

as loss payee

under all

Insurances maintained

with effect

from the

date on which notice

is given to the relevant

insurer by or on behalf

of the Facility Agent of

the occurrence

of an Event of Default and until that insurer is notified by or on behalf of

the Facility Agent that such Event

of Default has

ceased to be

continuing. Each Obligor

shall (and shall

ensure that each

other member of

the

Group will)

maintain insurances

on and

in relation

to its

business and

assets against

those risks

and to

the

extent as is usual for companies carrying on the same or substantially similar business.

23.24

Access

If a Default

is continuing or

the Facility Agent reasonably

suspects a Default

is continuing or

may occur,

each Obligor

shall, and shall

ensure that each member

of the Group

will, (not more

than once in

every Financial Year unless the Facility

Agent reasonably

suspects a Default

is continuing

or may

occur) permit

the Facility

Agent and/or

accountants or

other

professional advisers and contractors of the Facility Agent free access at all reasonable times and on reasonable notice at

the risk and cost of the Obligor to (a) the premises, assets, books, accounts and records of each member of the Group and

(b) meet and discuss matters with senior management of the Borrower.

23.25

Intellectual Property

23.25.1

Each Obligor shall (and shall procure that each other member of the Group

will):

(a)

preserve and maintain the

subsistence and validity of

the Intellectual Property necessary

for the business of

the relevant Group member;

(b)

use reasonable endeavours to prevent any infringement

in any material respect of the Intellectual Property;

67

(c)

make registrations

and pay all

registration fees

and taxes necessary

to maintain

the Intellectual Property

in

full force and

effect and record its interest in that Intellectual Property;

(d)

not use

or permit

the Intellectual

Property to

be used

in a

way or

take any

step or

omit to

take any

step in

respect of that Intellectual

Property which may materially

and adversely affect the

existence or value of the

Intellectual Property or imperil the right of any member of the Group to use

such property; and

(e)

not discontinue the use of the Intellectual Property,

where failure to

do so, in

the case of

paragraphs

(a)

and

(b)

above, or,

in the case

of paragraphs

(d)

and

(e)

above, such

use, permission to use, omission or discontinuation, is reasonably likely to have a Material

Adverse Effect.

23.26

Financial assistance

Each Obligor shall (and

shall procure each other member

of the Group will)

comply in all respects with

sections 44 and

45 of the Companies Act, 2008 and any equivalent legislation in other jurisdictions including in relation to the execution

of the Transaction Security Documents and payment

of amounts due under this Agreement.

23.27

Treasury Transactions

No Obligor

shall (and

will procure

that no

other member

of the

Group will)

enter into

any Treasury

Transaction,

other

than:

23.27.1

spot and

forward delivery

foreign exchange

contracts entered

into in

the ordinary

course of

business and

not for

investment or speculative purposes;

23.27.2

any Treasury Transaction

entered into for the hedging of

actual or projected real exposures arising

in the ordinary

course of trading

activities of a

member of the

Group for

a period

of not

more than

12 months

and not for

speculative

purposes.

23.28

Further assurance

23.28.1

Each

Obligor

shall

(and

shall

procure

that

each

other

member

of

the

Group

will)

promptly

do

all

such

acts

or

execute all such documents

(including assignments, transfers, mortgages,

charges, notices and instructions)

as the

Facility Agent may reasonably specify (and in such form as the Facility Agent may reasonably require in favour

of

the Finance Parties or their respective nominee(s)):

(a)

to

perfect

the

Security

created

or

intended

to

be

created

under

or

evidenced

by

the

Transaction

Security

Documents (which may include the

execution of a mortgage bond, charge, assignment

or other Security over

all or

any of

the assets

which are,

or are

intended to

be, the subject

of the

Transaction

Security) or

for the

exercise of

any rights,

powers and

remedies of

the Finance

Parties provided

by or

pursuant to

the Finance

Documents or by law;

(b)

to

confer

on

the

Finance

Parties

Security

over

any

property

and

assets

of

that

Obligor

located

in

any

jurisdiction equivalent

or similar to the

Security intended to

be conferred by

or pursuant to the

Transaction

Security Documents; and/or

(c)

to

facilitate

the

realisation

of

the

assets

which

are,

or

are

intended

to

be,

the

subject

of

the

Transaction

Security.

23.28.2

Each Obligor shall (and shall procure that each other member of the Group will) take all such action as is

available

to it (including making all filings and registrations) as may be

necessary for the purpose of the creation, perfection,

protection

or

maintenance

of

any

Security

conferred

or

intended

to

be

conferred

on

the

Finance

Parties

by

or

pursuant to the Finance Documents.

23.29

Acquisition Documents

23.29.1

The Borrower

shall not

amend, vary

or terminate

the Acquisition

Documents on

or before

the Acquisition

Date

without the express prior consent of the Facility Agent.

68

23.29.2

After the Acquisition

Date, the Borrower

shall not amend,

vary or terminate

the Acquisition Documents

in a

manner

which

could

reasonably

be

expected

to

be

materially

adverse

to

the

Finance

Parties

without

the

express

prior

consent of the Facility Agent.

23.29.3

Subject to Clause

23.29.2

above, the Borrower

shall promptly supply

to the Facility Agent,

the details and

copies

of

any

amendments

made

or

proposed

to

be

made

to

the

Acquisition

Documents

and

any

proposed

or

actual

termination of the Acquisition Documents.

24.

EVENTS OF DEFAULT

Each of the

events or circumstances

set out in this

Clause

24

is an Event

of Default (save

for Clause

24.17

(Acceleration) and

Clause

24.18

(Clean-Up Period)).

24.1

Non-payment

An

Obligor

or

any

other

Security

Provider

does

not

pay

on

the

due

date

any

amount

payable

pursuant

to

a

Finance

Document at the place at and in the currency in which it is expressed to be payable

unless its failure to pay is caused by:

24.1.1

administrative or technical error; or

24.1.2

a Disruption Event,

and payment is made within three Business Days of its due date.

24.2

Financial covenants and other obligations

24.2.1

Any requirement

of Clause

22

(Financial covenants)

is not

satisfied and

is not

cured in

accordance

with Clause

22.4

(

Equity Cure

), or an Obligor does not comply with the provisions of Clause

21

(Information Undertakings) or

Clause

23

(General Undertakings)

24.2.2

An

Obligor

or

any

other

Security

Provider

does

not

comply

with

any

provision

of

any

Transaction

Security

Document.

24.3

Other obligations

24.3.1

An Obligor

or any other

Security Provider

does not comply

with any provision

of the Finance

Documents (other

than those referred to in Clause

24.1

(Non-payment) and Clause

24.2

(Financial covenants and other obligations)).

24.3.2

No Event

of Default

under

Clause

24.3.1

above

will occur

if the

failure

to comply

is capable

of remedy

and

is

remedied within seven

Business Days of the

earlier of (i) the

Facility Agent giving

notice to the Obligors

and (ii)

the Obligors or the relevant Security Provider becoming aware of the failure

to comply.

24.4

Misrepresentation

Any representation or statement made or deemed to be made by an Obligor or any other Security Provider in the Finance

Documents or

any other

document delivered

by or

on behalf

of any

Obligor or

any other Security

Provider under

or in

connection with

any Finance Document

is or proves

to have been

incorrect or

misleading in

any material

respect when

made or deemed to be made.

24.5

Cross default

24.5.1

Any Financial

Indebtedness of

any member

of the

Group, any

Obligor,

any other

Security Provider

or any

other

member of the Group is not paid when due nor within any originally applicable

grace period.

24.5.2

Any Financial

Indebtedness of any

member of the

Group, any Obligor

or any Security

Provider is declared

to be

or otherwise

becomes due

and payable

prior to

its specified

maturity as

a result

of an

event of

default (however

described).

69

24.5.3

Any commitment for

any Financial Indebtedness

of any member

of the Group,

any Obligor

or any Security

Provider

is cancelled or suspended by a creditor of any member of the Group, Obligor or

Security Provider as a result of an

event of default (however described).

24.5.4

Any creditor of any member of the Group, any Obligor

or any other Security Provider becomes entitled to declare

any

Financial

Indebtedness

of

any

member

of

the

Group,

any

Obligor

or

any

other

Security

Provider

due

and

payable prior to its specified maturity as a result of an event of default (however described).

24.5.5

No

Event

of

Default

will

occur

under

this

Clause

24.5

if

the

aggregate

amount

of

Financial

Indebtedness

or

commitment for

Financial Indebtedness

falling within

Clauses

24.5.1

to

24.5.4

above is

less than

ZAR5,000,000

(or its equivalent in any other currency or currencies).

24.6

Insolvency

24.6.1

A member of the Group, any Obligor or any other Security Provider:

(a)

is unable or admits inability to pay its debts as they fall due;

(b)

is deemed to, or is declared to, be unable to pay its debts under applicable law;

(c)

suspends or threatens to suspend making payments on any of its debts; or

(d)

by

reason

of

actual

or

anticipated

financial

difficulties,

commences

negotiations

with

one

or

more

of

its

creditors

(excluding

any

Finance

Party

in

its

capacity

as

such)

with

a

view

to

rescheduling

any

of

its

indebtedness.

24.6.2

The

Obligors

or

any

other

Security

Provider

is

or

is

deemed

by

any

authority

or

legislation

to

be

Financially

Distressed (as defined in the Companies Act, 2008).

24.6.3

The value

of the

assets of

any member

of the

Group, any

Obligor or

any other

Security Provider

is less

than its

liabilities (taking into account contingent and prospective liabilities).

24.6.4

A moratorium

is declared

in respect

of any

indebtedness of

any member

of the

Group, any

Obligor or

any other

Security Provider.

If a

moratorium occurs,

the ending

of the

moratorium will

not remedy

any Event

of Default

caused by that moratorium.

24.7

Insolvency and business rescue proceedings

24.7.1

Any corporate action, legal proceedings or other procedure or step is taken in relation

to:

(a)

the

suspension

of

payments,

a

moratorium

of

any

indebtedness,

liquidation,

winding-up,

dissolution,

administration, judicial managements,

business rescue or reorganisation

(by way of voluntary arrangement,

scheme

of

arrangement

or

otherwise)

of

any

member

of

the

Group,

any

Obligor

or

any

other

Security

Provider;

(b)

a composition, compromise, assignment or arrangement with any creditor of

any member of the Group, any

Obligor or any other Security Provider;

(c)

the

appointment

of

a

liquidator,

receiver,

administrative

receiver,

administrator,

compulsory

manager,

judicial manager, business rescue practitioner or other similar

officer in respect of any member

of the Group,

any Obligor any Security Provider or any of their assets; or

(d)

enforcement of any Security over any assets of any member of the Group, any Obligor or any other Security

Provider,

or any analogous procedure or step is taken in any jurisdiction.

24.7.2

A meeting is proposed or

convened by the directors of

any member of the Group,

any Obligor or any

other Security

Provider, a resolution

is proposed or passed, application

is made or an order is applied

for or granted, to authorise

the entry into or implementation of any business rescue proceedings (or any similar proceedings) in respect

of any

70

member of

the Group, any

Obligor or any

other Security

Provider or any

analogous procedure

or step is

taken in

any jurisdiction.

24.7.3

Clauses

24.7.1

and

24.7.2

shall

not

apply

to

any

winding-up

petition

which

is

frivolous

or

vexatious

and

is

discharged, stayed or dismissed within 14 days of commencement.

24.8

Creditors' process

Any expropriation,

attachment, sequestration,

implementation of

any business

rescue plan,

distress or

execution or

any

analogous process in

any jurisdiction affects

any asset or

assets of a member

of the Group,

any Obligor or

any Security

Provider and is not discharged within 14 days.

24.9

Unlawfulness and invalidity

24.9.1

It is or becomes unlawful for an Obligor or any other Security Provider to perform any of its obligations

under the

Finance Documents or any Transaction Security created or

expressed to be created or

evidenced by the Transaction

Security Documents

ceases to be

effective or

any subordination created

under the Subordination

Agreement is or

becomes unlawful.

24.9.2

Any obligation or obligations of any Obligor or any other Security Provider under any Finance Documents are not

or cease

to be

legal, valid,

binding or

enforceable and

the cessation

individually

or cumulatively

materially and

adversely affects the interests of the Lenders under the Finance

Documents.

24.9.3

Any

Finance

Document

ceases

to

be

in

full

force

and

effect

or

any

Transaction

Security

or

any

subordination

created under the Subordination Agreement ceases to be legal, valid, binding, enforceable or effective or is alleged

by a party to it (other than a Finance Party) to be ineffective.

24.10

Cessation of business

Any member

of the

Group, any

Obligor or

any other

Security Provider

suspends or

ceases to

carry on

(or threatens

to

suspend or cease to carry on) all or a material part of its business.

24.11

Audit qualification

The Auditors qualify the audited annual consolidated financial statements of

the Group.

24.12

Expropriation

The authority

or ability

of any

member of

the Group,

any Obligor

or any

Security

Provider to

conduct its

business is

limited or wholly or substantially

curtailed by any seizure, expropriation, nationalisation,

intervention, restriction or other

action by or on behalf of any governmental, regulatory or other

authority or other person in relation to any member of the

Group, any Obligor or any Security Provider or any of their assets.

24.13

Repudiation and rescission of agreements

An Obligor

or any

other Security

Provider (or

any other

relevant party)

rescinds or

purports to rescind

or repudiates

or

purports

to

repudiate

a

Finance

Document

or

any

of

the

Transaction

Security

or

evidences

an

intention

to

rescind

or

repudiate a Finance Document or any Transaction

Security.

24.14

Litigation

Any litigation, arbitration or administrative proceedings or investigations of, or before, any

court, arbitral body or agency

are started or threatened,

or any judgment or

order of a court, arbitral

body or agency is made,

in relation to the Finance

Documents or the transactions contemplated in the Finance Documents or against any member

of the Group, any Obligor

or any

Security Provider

or their

assets which

have, or

has, or

are, or

is, reasonably

likely to

have a

Material Adverse

Effect.

71

24.15

Material adverse change

Any event

or circumstance

occurs which

the Lenders

reasonably believe

has or

is reasonably

likely to

have a

Material

Adverse Effect.

24.16

Conditions Subsequent

The relevant Obligor fails to provide a power of

attorney in favour of attorneys Webber Wentzel to pass and register each

of those general notarial bonds at

the applicable Deeds Registry referred

to in

Schedule 9

(

Transaction Security

) and the

registration of such notarial bond within 20 Business Days of the Closing Date.

24.17

Acceleration

On and

at any

time after

the occurrence

of an

Event of

Default the

Facility Agent

may,

and shall

if so

directed by

the

Lenders:

24.17.1

by notice to the Borrower:

(a)

cancel the Total Commitments

at which time they shall immediately be cancelled;

(b)

declare

that

all

or

part

of

the

Loans,

together

with

accrued

interest,

and

all

other

amounts

accrued

or

outstanding under the Finance Documents be immediately due

and payable, at which time they shall

become

immediately due and payable;

(c)

declare that

all or

part of

the Loans

be payable

on demand,

at which

time they

shall immediately

become

payable on demand by the Facility Agent on the instructions of the Lenders; and/or

24.17.2

exercise or

direct the Facility

Agent to exercise

any or all

of its rights,

remedies, powers

or discretions

under the

Finance Documents.

24.18

Clean-Up Period

24.18.1

Notwithstanding any other provision of any Finance Document:

(a)

any breach by a member of the Target

Group of a representation under Clause

20

(Representations);

(b)

any breach by a member of the Target

Group of an undertaking given by the

Target

Group under Clause

23

(General Undertakings); or

(c)

any Event of Default by a member of the Target

Group,

will be deemed not to

be a breach of representation

or warranty, a breach of that undertaking or

an Event of Default

(as the case may be) if:

(i)

it would

have

been

(if

it were

not

for

this provision)

a

breach

of

representation

or

warranty,

a

breach

of

undertaking or an

Event of Default

only by reason

of circumstances relating

exclusively to that

member of

the Target

Group (or any obligation to procure or ensure in relation to a member of the Target

Group);

(ii)

it does not relate to an Excluded Representation or an Excluded Event of Default;

(iii)

it is capable

of remedy and reasonable steps are being taken to remedy it;

(iv)

it occurs and is remedied within 4 months of the Acquisition Date (the

Clean-up Date

);

(v)

the circumstances giving rise to it have not been procured by or approved

by any Original Obligor;

(vi)

it does not prevent the granting of security over the Target

Assets; and

(vii)

it is not reasonably likely to have a Material Adverse Effect.

72

24.18.2

If the relevant circumstances are continuing on or after the Clean-up Date, there shall be a breach of representation

or warranty,

breach of

covenant or

Event of

Default, as

the case may

be notwithstanding

the above

(and without

prejudice to the rights and remedies of the Finance Parties).

24.18.3

In this Clause

24.18:

Excluded

Event

of

Default

means

an

Event

of

Default

under

Clause

24.1

(Non-payment),

Clause

24.4

(Misrepresentation) (but only in so far as it relates to an Excluded Representation);

and

Excluded

Representation

means

a

representation

made

under

Clause

20.1

(

Status

),

Clause

20.4

(

Power

and

authority

), Clause

20.2

(

Binding obligations

), Clause

20.3

(

Non-conflict with

other obligations

), Clause

20.5

(

Validity

and admissibility in evidence

) and Clause

20.19

(

Security and Financial Indebtedness

).

73

SECTION 9

CHANGES TO THE PARTIES

25.

CHANGES TO THE LENDERS

25.1

Cession and delegation by the Lenders

25.1.1

Subject to this Clause

25

, a Lender (the

Existing Lender

) may cede and/or

delegate (a

Transfer

) any or all of

its

rights and/or

obligations under

this Agreement

and/or under

any Finance

Document to

another bank

or financial

institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making,

purchasing or investing in loans, securities or other financial assets (the

New Lender

).

25.1.2

Each

Obligor

consents

to

any

splitting

of

claims

which

may

arise

as

a

result

of

a

Transfer

permitted

by

this

Agreement.

25.2

Obligor consent

25.2.1

The consent of the Obligors is not required for a Transfer

by an Existing Lender if:

(a)

the New Lender is another Lender or an Affiliate of a Lender;

(b)

the New Lender is a person identified in

Schedule 10

(Acceptable Lenders); or

(c)

an Event of Default is continuing.

Except

as

detailed

above,

the

express

consent

of

the

Obligors

is

required

for

a

Transfer

to

a

prospective

New

Lender.

25.2.2

Where the

consent of

the Obligors

to a

Transfer is

required under

Clause

25.2.1 above

, that consent

must not

be

unreasonably withheld or delayed.

The Obligors will be deemed to have given

its consent 10 Business Days after

the Existing Lender has requested it, unless consent is expressly refused by the Obligors

within that time.

25.3

Other conditions of transfer

25.3.1

A Transfer

will only

be effective

if there

is compliance

with the

procedure set

out in

Clause

25.5

(

Procedure for

transfer

).

25.3.2

If:

(a)

a Lender Transfers any of its rights or obligations under

the Finance Documents; and

(b)

as a result of circumstances

existing at the date the Transfer

or change occurs, an Obligor would

be obliged

to make a payment to the New Lender under Clause

15

(Increased Costs),

then the New Lender only entitled

to receive payment under that Clause to

the same extent as the Existing Lender

would have been if the Transfer or change had not occurred.

25.3.3

Each New

Lender,

by executing

the relevant

Transfer

Certificate, confirms,

for the

avoidance of

doubt, that

the

Facility Agent

has authority

to execute

on its

behalf any

amendment or

waiver that

has been

approved by

or on

behalf of the

requisite Lender or

Lenders in accordance

with this Agreement

on or prior

to the date

on which

the

Transfer

becomes effective

in accordance

with this

Agreement and

that it

is bound

by that

decision to

the same

extent as the Existing Lender would have been had it remained a Lender.

25.4

Limitation of responsibility of Existing Lenders

25.4.1

Unless expressly agreed

to the contrary,

an Existing Lender

makes no representation

or warranty and

assumes no

responsibility to a New Lender for:

(a)

the legality,

validity,

effectiveness, adequacy

or enforceability

of the

Finance Documents,

the Transaction

Security or any other documents;

74

(b)

the financial condition of any Obligor or any Security Provider;

(c)

the

performance

and

observance

by

any

Obligor,

any

other

member

of

the

Group,

or

any

other

Security

Provider of its obligations under the Finance Documents or any other documents;

or

(d)

the accuracy of

any statements

(whether written or

oral) made

in or in

connection with any

Finance Document

or any other document,

and any representations or warranties implied by law are excluded.

25.4.2

Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

(a)

has made

(and

shall continue

to make)

its own

independent investigation

and

assessment of

the financial

condition

and

affairs

of

each

Obligor

and

its

related

entities

in

connection

with

its

participation

in

this

Agreement and

has not

relied exclusively

on any

information provided

to it

by the Existing

Lender or

any

other Finance Party in connection with any Finance Document or the Transaction

Security; and

(b)

will continue to

make its own

independent appraisal of

the creditworthiness of

each Obligor and

its related

entities whilst any amount is or may be outstanding under the Finance Documents

or any Commitment is in

force.

25.4.3

Nothing in any Finance Document obliges an Existing Lender to:

(a)

accept a re-transfer from a

New Lender of any

of the rights and

obligations Transferred under this Clause

25

;

or

(b)

support any

losses directly

or indirectly

incurred by

the New Lender

by reason

of the non-performance

by

an Obligor of its obligations under the Finance Documents or otherwise.

25.5

Procedure for transfer

25.5.1

Subject to the conditions set out

in Clause

25.2

(

Obligor consent

) and Clause

25.3

(Other conditions of transfer) a

Transfer

is effected

in accordance

with Clause

25.5.3

below when

the Facility

Agent executes

an otherwise

duly

completed

Transfer

Certificate delivered

to it

by the

Existing Lender

and

the New

Lender.

The Facility

Agent

shall,

subject

to

Clause

25.5.2

below,

as

soon

as

reasonably

practicable

after

receipt

by

it

of

a

duly

completed

Transfer Certificate appearing on

its face to comply with the terms of this Agreement and

delivered in accordance

with the terms of this Agreement, execute that Transfer

Certificate.

25.5.2

The Facility Agent shall only be

obliged to execute a Transfer Certificate delivered to it

by the Existing Lender and

the New Lender once it

is satisfied it has

complied with all necessary

"know your customer" or other

similar checks

under all applicable laws and regulations in relation to the transfer to such

New Lender.

25.5.3

On the Transfer Date:

(a)

the Transfer

shall take effect

under the Finance

Documents so that

the

rights and/or

obligations which

are

the

subject

of

the

Transfer

shall

be

ceded

and

delegated

by

the

Existing

Lender

to

the

new

Lender

(the

Transferred

Rights and Obligations

);

(b)

each Obligor

shall perform

their obligations

and exercise

their rights

in relation

to the

Transferred

Rights

and Obligations in favour of or against the New Lender,

as the case may be;

(c)

the Facility

Agent, the

Arranger,

the New

Lender and

the other

Lenders shall

acquire the

same rights

and

assume the

same obligations

between themselves

and in respect

of the

Transaction

Security as

they would

have

acquired

and

assumed

had

the

New

Lender

been

an

Original

Term

Lender

with

the

rights,

and/or

obligations comprising the Transferred Rights and

Obligations; and

(d)

the Facility Agent,

the Arranger

and the Existing

Lender shall be

released from

further obligations

to each

other,

and

the

Existing

Lender

shall

be

released

from

further

obligations

to

each

other

Lender

under

the

Finance Documents to the extent of the Transferred

Rights and Obligations; and

75

(e)

the New Lender shall become a Party as a "Lender".

25.6

Copy of Transfer

Certificate to Borrower

The

Facility

Agent

shall,

as

soon

as

reasonably

practicable

after

it

has

executed

a

Transfer

Certificate,

send

to

the

Borrower a copy of that Transfer Certificate.

26.

CHANGES TO THE OBLIGORS

26.1

Cessions and delegations by Obligors

No Obligor nor

any other Security

Provider may cede

any of its

rights or delegate

any of its

rights or obligations

under

the Finance Documents.

26.2

Additional Guarantors

26.2.1

Subject

to

compliance

with

the

provisions

of

Clauses

21.11.3

and

21.11.4

"Know

your

customer"

checks

),

the

Borrower may request that any of its Subsidiaries become a Guarantor.

26.2.2

A member of the Group shall become an Additional Guarantor if:

(a)

the

Borrower

and

the

proposed

Additional

Guarantor

deliver

to

the

Facility

Agent

a

duly

completed

and

executed Accession Letter; and

(b)

the

Facility

Agent

has

received

all

of

the

documents

and

other

evidence

listed

in

Part

II

of

Schedule

2

(

Conditions Precedent

) in relation

to that

Additional Guarantor,

each in form

and substance

satisfactory to

the Facility Agent.

26.2.3

The Facility Agent shall notify the Borrower and the Lenders promptly upon being satisfied that it has received (in

form

and

substance

satisfactory

to

it)

all

the

documents

and

other

evidence

listed

in

Part

II

of

Schedule

2

(

Conditions Precedent

).

26.2.4

Other than

to the

extent that

the Lenders

notify the

Facility Agent

in writing

to the

contrary before

the Facility

Agent gives the

notification described in

Clause

26.2.3

above, the

Lenders authorise (but

do not

require) the Facility

Agent to give that notification.

The Facility Agent shall not be liable for any damages,

costs or losses whatsoever

as a result of giving any such notification.

26.3

Repetition of Representations

Delivery of an

Accession Letter constitutes

confirmation by the

relevant Subsidiary that

the representations and

warranties

referred

to

in

Clause

20.28

(

Times

when

representations

made

)

are

true

and

correct

in

relation

to

it

as

at

the

date

of

delivery as if made by reference to the facts and circumstances then existing.

76

SECTION 10

THE FINANCE PARTIES

27.

ROLE OF THE FACILITY

AGENT, THE ARRANGER

AND OTHERS

27.1

Appointment of the Facility Agent

27.1.1

Each of the Arranger

and the Lenders appoints

the Facility Agent

to act as its agent

under and in connection

with

the

Finance

Documents

(other

than,

in

respect

of

the

GBF

Lender

only,

in

connection

with

the

day-to-day

administration of the GBF Documents).

27.1.2

Each

of

the

Arranger

and

the

Lenders

authorises

the

Facility

Agent

to

perform

the

duties,

obligations

and

responsibilities and to

exercise the rights,

powers, authorities and

discretions specifically given

to the

Facility Agent

under or in

connection with the

Finance Documents

together with any

other incidental rights,

powers, authorities

and discretions.

27.2

Instructions

27.2.1

The Facility Agent shall:

(a)

unless a

contrary indication

appears in

a Finance

Document, exercise

or refrain

from exercising

any right,

power,

authority or

discretion vested

in it as

Facility Agent

in accordance

with any

instructions given

to it

by the Lenders;

(b)

not be

liable for

any act

(or omission)

if it

acts (or

refrains from

acting) in

accordance with

paragraph

(a)

above.

27.2.2

The Facility Agent shall be entitled to request instructions, or

clarification of any instruction, from the Lenders (or,

if the relevant Finance Document stipulates the matter is

a decision for any other Lender or group of Lenders, from

that Lender or

group of Lenders) as

to whether,

and in what manner,

it should exercise or

refrain from exercising

any right, power, authority or discretion and the Facility Agent may refrain from acting unless and until it receives

any such instructions or clarification that it has requested.

27.2.3

Save in the case of decisions stipulated to be a

matter for any other Lender or group of

Lenders under the relevant

Finance Document and

unless a contrary indication

appears in a Finance

Document, any instructions

given to the

Facility Agent

by the

Lenders shall

override

any conflicting

instructions

given by

any other

Parties and

will be

binding on all Finance Parties.

27.2.4

The Facility Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders

until it has received any indemnification and/or security that it may

in its discretion require (which may be greater

in extent than that contained

in the Finance Documents and

which may include payment

in advance) for any cost,

loss or liability which it may incur in complying with those instructions.

27.2.5

In the absence

of instructions, the

Facility Agent may

act (or refrain

from acting)

as it considers

to be in

the best

interest of the Lenders.

27.2.6

The Facility Agent is not

authorised to act on

behalf of a Lender

(without first obtaining that

Lender's consent) in

any legal or

arbitration proceedings relating

to any Finance Document.

This Clause

27.2.6

shall not apply

to any

legal or arbitration proceeding relating to the perfection, preservation or protection

of rights under the Transaction

Security Documents or enforcement of the Transaction

Security or Transaction Security Documents.

27.3

Duties of the Facility Agent

27.3.1

The Facility Agent's duties under the Finance Documents are solely mechanical

and administrative in nature.

27.3.2

Subject to Clause

27.3.3

below, the

Facility Agent shall promptly

forward to a Party

the original or a copy

of any

document which is delivered to the Facility Agent for that Party by any other Party.

27.3.3

Without

prejudice

to Clause

25.6

(

Copy of

Transfer

Certificate to

), Clause

27.3.2

above shall

not apply

to any

Transfer Certificate.

77

27.3.4

Except where a

Finance Document specifically

provides otherwise, the

Facility Agent is

not obliged

to review or

check the adequacy,

accuracy or completeness of any document it forwards to another Party.

27.3.5

If the Facility Agent receives notice from a Party referring to this Agreement, describing a Default and stating that

the circumstance described is a Default, it shall promptly notify the other

Finance Parties.

27.3.6

If the Facility

Agent is aware

of the non-payment

of any principal,

interest, commitment fee

or other fee

payable

to a

Finance Party

(other than

the Facility

Agent or

the Arranger)

under this

Agreement, it

shall promptly

notify

the other Finance Parties.

27.3.7

The Facility Agent shall have only those duties, obligations and

responsibilities expressly specified in the Finance

Documents to which it is expressed to be a party (and no others shall be implied).

27.4

Role of the Arranger

Except as specifically provided in the Finance Documents, the Arranger has no obligations

of any kind to any other Party

under or in connection with any Finance Document.

27.5

No fiduciary duties

27.5.1

Nothing in

any Finance

Document constitutes

the Facility

Agent or

the Arranger

as a

trustee or

fiduciary of

any

other person.

27.5.2

None

of

the

Facility

Agent

or

the

Arranger

shall

be

bound

to

account

to

any

Lender

for

any

sum

or

the

profit

element of any sum received by it for its own account.

27.6

Business with the Group and Security Providers

The Facility Agent

and the Arranger

may accept deposits

from, lend money

to and

generally engage in

any kind of

banking

or other business with any member of the Group, any Obligor and any

Security Provider.

27.7

Rights and discretions

27.7.1

The Facility Agent may:

(a)

rely

on any

representation,

communication,

notice

or

document

believed

by

it to

be genuine,

correct

and

appropriately authorised;

(b)

assume that:

(i)

any instructions received by it from the Lenders, any Lenders or

any group of Lenders are duly given

in accordance with the terms of the Finance Documents; and

(ii)

unless it has received notice of revocation, that those instructions have not been revoked;

and

(c)

rely on a certificate from any person:

(i)

as

to

any

matter

of

fact

or

circumstance

which

might

reasonably

be

expected

to

be

within

the

knowledge of that person; or

(ii)

to the effect that such person approves of any particular dealing,

transaction, step, action or thing,

as sufficient evidence

that that is the case and,

in the case of paragraph

(i)

above, may assume the truth

and

accuracy of that certificate.

27.7.2

The Facility Agent

may assume (unless

it has received

notice to the

contrary in its

capacity as agent

for the Lenders)

that:

(a)

no

Default

has

occurred

(unless

it

has

actual

knowledge

of

a

Default

arising

under

Clause

24.1

(Non-

payment));

78

(b)

any right, power, authority or discretion vested in any Party or any group of Lenders has not been exercised;

and

27.7.3

The

Facility

Agent

may

engage

and

pay

for

the

advice

or

services

of

any

lawyers,

accountants,

tax

advisers,

surveyors or other professional advisers or experts.

27.7.4

Without prejudice

to the generality of

Clause

27.7.3

above or Clause

27.7.5

below,

the Facility Agent may

at any

time engage

and pay

for the

services of

any lawyers

to act

as independent

counsel to

the Facility

Agent (and

so

separate from any

lawyers instructed by

the Lenders) if

the Facility Agent in

its reasonable opinion

deems this to

be desirable.

27.7.5

The Facility Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other

professional

advisers or

experts (whether

obtained by

the Facility

Agent or

by any

other Party)

and shall

not be

liable for any damages, costs or losses to any person, any diminution in

value or any liability whatsoever arising as

a result of its so relying.

27.7.6

The Facility

Agent may

act in relation

to the

Finance Documents

through its

officers, employees

and agents

and

the Facility Agent shall not:

(a)

be liable for any error of judgment made by any such person; or

(b)

be bound to supervise, or

be in any way

responsible for, any loss incurred by reason of

misconduct, omission

or default on the part of any such person,

unless such error or such loss was directly caused by the Facility Agent's gross negligence

or wilful misconduct.

27.7.7

Unless a Finance

Document expressly provides

otherwise the Facility

Agent may disclose

to any other

Party any

information it reasonably believes it has received as agent under this Agreement.

27.7.8

Notwithstanding any

other provision of

any Finance Document

to the contrary,

neither the Facility

Agent nor the

Arranger is obliged to do or omit to do anything if it would, or might in its reasonable

opinion, constitute a breach

of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

27.7.9

Notwithstanding any provision

of any

Finance Document to

the contrary, the Facility

Agent is

not obliged to

expend

or

risk

its

own

funds

or

otherwise

incur

any

financial

liability

in

the

performance

of

its

duties,

obligations

or

responsibilities

or

the

exercise

of

any

right,

power,

authority

or

discretion

if

it

has

grounds

for

believing

the

repayment

of

such

funds

or

adequate

indemnity

against,

or

security

for,

such

risk

or

liability

is

not

reasonably

assured to it.

27.8

Responsibility for documentation

27.8.1

None of the Facility Agent or the Arranger is responsible or liable for:

(a)

the adequacy, accuracy or completeness of any information (whether oral

or written) supplied by the

Facility

Agent, the Arranger, an Obligor

or any other Security Provider or any other person

in or in connection with

any Finance Document or the transactions

contemplated in the Finance Documents

or any other agreement,

arrangement or document entered into, made or executed in anticipation of, under or in connection with any

Finance Document; or

(b)

the legality, validity,

effectiveness, adequacy or enforceability of any

Finance Document or the Transaction

Security or any other agreement, arrangement or

document entered into, made or executed in

anticipation of,

under or in connection with any Finance Document or the Transaction

Security; or

(c)

any determination

as to

whether any

information provided

or to

be provided

to any

Finance Party

is non-

public information the use

of which may be regulated

or prohibited by applicable

law or regulation relating

to insider dealing or otherwise.

27.9

No duty to monitor

27.9.1

The Facility Agent shall not be bound to enquire:

79

(a)

whether or not any Default has occurred;

(b)

as to the performance, default or any breach by any Party of its obligations under any Finance Document; or

(c)

whether any other event specified in any Finance Document has occurred.

27.10

Exclusion of liability

27.10.1

Without

limiting Clause

27.10.2

below (and

without prejudice

to any

other provision

of any

Finance Document

excluding or limiting the liability of the Facility Agent,

the Facility Agent, will not be liable for:

(a)

any damages, costs or losses to any person, any

diminution in value, or any liability whatsoever arising as a

result of taking

or not

taking any

action under or

in connection

with any Finance

Document or

the Transaction

Security, unless directly

caused by its gross negligence or wilful misconduct;

(b)

exercising, or not

exercising, any right,

power, authority

or discretion given

to it by,

or in connection

with,

any Finance Document, the Transaction

Security or any other agreement, arrangement

or document entered

into,

made

or

executed

in

anticipation

of,

under

or

in

connection

with,

any

Finance

Document

or

the

Transaction Security; or

(c)

without

prejudice

to

the

generality

of

paragraphs

(a)

and

(b)

above,

any

damages,

costs

or

losses

to

any

person, any diminution in value or any liability whatsoever arising as a result of:

(i)

any act, event or circumstance not reasonably within its control; or

(ii)

the general risks of investment in, or the holding of assets in, any jurisdiction,

including (in each case and without limitation) such damages, costs, losses, diminution

in value or liability arising

as a

result of:

nationalisation, expropriation

or other

governmental actions;

any regulation,

currency restriction,

devaluation or

fluctuation; market

conditions affecting

the execution

or settlement of

transactions or the

value of

assets

(including

any

Disruption

Event);

breakdown,

failure

or

malfunction

of

any

third

party

transport,

telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism, insurrection or

revolution; or strikes or industrial action.

27.10.2

No Party

(other than

the Facility

Agent) may

take any

proceedings against

any officer,

employee or

agent of

the

Facility Agent, in respect of any claim it might have against the Facility Agent or in respect of any act or omission

of any kind

by that officer,

employee or agent

in relation to

any Finance Document

and any officer,

employee or

agent of the Facility Agent may rely on this Clause, subject to Clause

1.3

(Third party rights).

27.10.3

The Facility Agent

will not be

liable for

any delay

(or any related

consequences) in

crediting an account

with an

amount required under the

Finance Documents to be

paid by the Facility Agent

if the Facility Agent

has taken all

necessary steps

as soon

as reasonably

practicable to

comply with

the regulations

or operating

procedures of

any

recognised clearing or settlement system used by the Facility Agent for that purpose.

27.10.4

Nothing in this Agreement shall oblige the Facility Agent or the Arranger to carry

out:

(a)

any "know your customer" or other checks in relation to any person; or

(b)

any check on the extent to which any

transaction contemplated by this Agreement might be unlawful for any

Lender or for any Affiliate of any Lender,

on behalf of

any Lender and

each Lender confirms

to the

Facility Agent and

the Arranger that

it is solely

responsible

for any such

checks it is required

to carry out and

that it may not

rely on any statement

in relation to such

checks

made by the Facility Agent or the Arranger.

27.10.5

Without

prejudice to

any provision

of any

Finance Document

excluding or

limiting the

Facility Agent's liability,

any liability

of the

Facility Agent

arising under

or in

connection with

any Finance

Document or

the Transaction

Security shall

be limited

to the

amount of

actual loss

which has

been finally

judicially determined

to have

been

suffered (as determined

by reference to

the date of

default of the

Facility Agent or,

if later,

the date on

which the

loss arises

as a

result of

such default) but

without reference

to any

special conditions

or circumstances

known to

80

the Facility Agent at any time which increase the amount of that loss.

In no event shall the Facility Agent be liable

for

any loss

of profits,

goodwill, reputation,

business opportunity

or anticipated

saving, or

for special,

punitive,

indirect or

consequential damages,

whether or

not the

Facility Agent

has been

advised of

the possibility

of such

loss or damages.

27.11

Lenders' indemnity to the Facility Agent

27.11.1

Each Lender shall (in proportion to its share

of the Total Commitments or, if the Total Commitments are then zero,

to its share of

the Total

Commitments immediately

prior to their

reduction to zero)

indemnify the Facility

Agent,

within three Business Days of demand, against any cost,

loss or liability incurred by the Facility Agent (otherwise

than by reason of the Facility Agent's gross negligence or wilful misconduct)

in acting as Facility Agent under the

Finance Documents (unless

the Facility

Agent has been

reimbursed by an

Obligor pursuant

to a

Finance Document).

27.11.2

Subject

to

Clause

27.11.3

below,

the

Borrower

shall

immediately

on

demand

reimburse

any

Lender

for

any

payment that Lender makes to the Facility Agent pursuant to Clause

27.11.1

above.

27.11.3

Clause

27.11.2

above shall not

apply to the

extent that the

indemnity payment in respect

of which the

Lender claims

reimbursement relates to a liability of the Facility Agent to an Obligor.

27.12

Resignation of the Facility Agent

27.12.1

The Facility Agent

may resign and

appoint one of

its Affiliates acting

through an office in

South Africa as

successor

by giving notice to the Lenders and the Borrower.

27.12.2

Alternatively the

Facility Agent

may resign

by giving

30 days' notice

to the

Lenders and

the Borrower,

in which

case the Lenders (after consultation with the Borrower) may appoint a successor

Facility Agent.

27.12.3

If the

Lenders have

not appointed

a successor

Facility Agent

in accordance

with Clause

27.12.2

above within

20

days after

notice of resignation

was given, the

retiring Facility Agent

(after consultation

with the Borrower)

may

appoint a successor Facility Agent (acting through an office in South

Africa).

27.12.4

The retiring

Facility Agent

shall, at its

own cost,

make available to

the successor

Facility Agent such

documents

and records

and provide

such assistance as

the successor

Facility Agent

may reasonably

request for the

purposes

of performing its functions as Facility Agent under the Finance Documents.

27.12.5

The Facility Agent's resignation notice shall only take effect

upon the appointment of a successor.

27.12.6

Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in

respect of the Finance Documents (other than its obligations under Clause

27.12.4

above) but shall remain entitled

to the

benefit

of Clause

16.3

(Indemnity

to the

Facility Agent)

and

this Clause

27

(and

any

agency

fees for

the

account of the retiring Facility

Agent shall cease to

accrue from (and shall be

payable on) that date).

Any successor

and each

of the

other Parties

shall have

the same

rights and

obligations amongst

themselves as

they would

have

had if such successor had been an original Party.

27.12.7

The Facility

Agent shall

resign in

accordance with

Clause

27.12.2

above (and,

to the

extent applicable,

shall use

reasonable endeavours

to appoint

a successor

Facility Agent

pursuant to

Clause

27.12.3

above) if

on or

after the

date which

is three

months before

the earliest

FATCA

Application

Date relating

to any

payment

to the

Facility

Agent under the Finance Documents, either:

(a)

the Facility

Agent fails

to respond

to a request

under Clause

14.7

(FATCA

information) and

the Borrower

or a

Lender reasonably

believes that

the Facility

Agent

will not

be (or

will have

ceased to

be) a

FATCA

Exempt Party on or after that FATCA

Application Date;

(b)

the information supplied by the Facility

Agent pursuant to Clause

14.7

(FATCA

information) indicates that

the Facility

Agent will

not be (or

will have

ceased to be)

a FATCA

Exempt Party

on or

after that

FATCA

Application Date; or

(c)

the Facility

Agent notifies

the Borrower

and the

Lenders that

the Facility

Agent will

not be

(or will

have

ceased to be) a FATCA

Exempt Party on or after that FATCA

Application Date;

81

and (in

each case)

the Borrower

or a Lender

reasonably believes

that a Party

will be required

to make a

FATCA

Deduction that would not be required if the Facility Agent were a FATCA

Exempt Party, and the Borrower or

that

Lender, by notice to the Facility Agent, requires

it to resign.

27.13

Replacement of the Facility Agent

27.13.1

After consultation with the Borrower,

the Lenders may, by giving 30

days' notice to the Facility Agent replace the

Facility Agent by appointing a successor Facility Agent (acting through an office

in South Africa).

27.13.2

The retiring

Facility Agent

shall (at

the expense

of the

Lenders) make

available to

the successor

Facility Agent

such documents

and records

and provide

such assistance

as the

successor Facility

Agent may

reasonably request

for the purposes of performing its functions as Facility Agent under the Finance

Documents.

27.13.3

The

appointment

of

the

successor

Facility

Agent

shall

take

effect

on

the

date

specified

in

the

notice

from

the

Lenders to the retiring

Facility Agent.

As from this date, the

retiring Facility Agent shall

be discharged from

any

further obligation in respect of the Finance Documents (other than its obligations under

Clause

27.13.2

above) but

shall remain

entitled to

the benefit

of Clause

16.3

(Indemnity to

the Facility

Agent) and

this Clause

27

(and any

agency fees for the account

of the retiring Facility Agent

shall cease to accrue from (and

shall be payable on) that

date).

27.13.4

Any

successor

Facility

Agent

and

each of

the

other

Parties

shall

have

the

same rights

and

obligations

amongst

themselves as they would have had if such successor had been an original Party.

27.14

Confidentiality

27.14.1

In acting as agent for the Finance Parties, the

Facility Agent shall be regarded as acting through its agency division

which shall be treated as a separate entity from any other of its divisions or departments.

27.14.2

If information is received by another division or department of the Facility Agent, it may be treated as confidential

to that division or department and the Facility Agent shall not be deemed

to have notice of it.

27.15

Relationship with the Lenders

27.15.1

The Facility Agent may

treat the person shown

in its records as Lender

at the opening of business

(in the place of

the Facility Agent's principal office as notified to the Finance Parties from

time to time) as the Lender:

(a)

entitled to or liable for any payment due under any Finance Document on that

day; and

(b)

entitled to

receive and

act upon

any notice,

request, document

or communication

or make

any decision

or

determination under any Finance Document made or delivered

on that day,

unless it has received not less than five Business Days' prior notice from that Lender

to the contrary in accordance

with the terms of this Agreement.

27.15.2

Any

Lender

may

by

notice

to

the

Facility

Agent

appoint

a

person

to

receive

on

its

behalf

all

notices,

communications,

information

and

documents

to

be

made

or

despatched

to

that

Lender

under

the

Finance

Documents.

Such notice

shall contain

the address,

fax number

and (where

communication by

electronic mail

or

other electronic means is permitted under Clause

32.6

(Electronic communication)) electronic mail address and/or

any

other

information

required

to

enable

the

transmission

of

information

by

that

means (and,

in

each

case,

the

department or officer,

if any, for

whose attention communication is to

be made) and be treated as a

notification of

a substitute

address, fax

number,

electronic mail

address (or

such other

information), department

and officer

by

that Lender for the purposes of Clause

32.2

(Addresses) and Clause

32.6.1

(b)

(Electronic communication) and the

Facility

Agent

shall

be

entitled

to

treat

such

person

as

the

person

entitled

to

receive

all

such

notices,

communications, information and documents

as though that person were that Lender.

27.16

Credit appraisal by the Lenders

27.16.1

Without

affecting

the responsibility

of any

Obligor for

information supplied

by it

or on

its behalf

in connection

with any Finance Document, each Lender confirms to the

Facility Agent and the Arranger that it has

been, and will

82

continue to

be, solely

responsible for

making its

own independent

appraisal and

investigation of

all risks

arising

under or in connection with any Finance Document including but not limited

to:

(a)

the

financial

condition,

status

and

nature

of

each

member

of

the

Group,

each

Obligor

and

each

Security

Provider;

(b)

the legality,

validity,

effectiveness, adequacy

or enforceability

of any

Finance Document,

the Transaction

Security and any

other agreement, arrangement

or document entered

into, made or executed

in anticipation

of, under or in connection with any Finance Document or the Transaction

Security;

(c)

whether that Lender has

recourse, and the nature

and extent of that

recourse, against any Party

or any of its

respective

assets

under

or

in

connection

with

any

Finance

Document,

the

Transaction

Security,

the

transactions

contemplated

by

the

Finance

Documents

or

any

other

agreement,

arrangement

or

document

entered into, made or executed in anticipation of,

under or in connection with any Finance Document or the

Transaction Security;

(d)

the adequacy,

accuracy or completeness of any

other information provided by

the Facility Agent, any Party

or by any other person under or

in connection with any Finance Document, the transactions contemplated by

any Finance Document or any other agreement, arrangement or document entered into,

made or executed in

anticipation of, under or in connection with any Finance Document; and

(e)

the right

or title of

any person

in or

to, or the

value or

sufficiency of

any part

of the Secured

Property,

the

priority of any of the Transaction Security or the

existence of any Security affecting the Secured Property.

27.17

Facility Agent's management time

At any

time

following

a

cession

and

delegation

by the

Original

Lender

in

accordance

with

Clause

25.1

(

Cession

and

delegation by the Lenders

) and provided that

an Event of Default

is then continuing, any

amount payable to the

Facility

Agent under Clause

16.3

(Indemnity to the

Facility Agent), Clause

18

(Costs and expenses)

and Clause

27.11

(Lenders'

indemnity to the Facility

Agent) shall include

the cost of

utilising the Facility

Agent's management time or

other resources

and will

be calculated on

the basis

of such reasonable

daily or

hourly rates as

the Facility

Agent may notify

to the

Borrower

and the Lenders, and is in addition to any fee paid or payable to the Facility Agent

under Clause

13

(Fees).

27.18

Deduction from amounts payable by the Facility Agent

If any

Party owes

an amount

to the

Facility Agent

under the

Finance Documents

the Facility

Agent may,

after giving

notice to that Party, deduct an

amount not exceeding that amount

from any payment to

that Party which the

Facility Agent

would

otherwise

be

obliged

to

make

under

the

Finance

Documents

and

apply

the

amount

deducted

in

or

towards

satisfaction

of

the

amount

owed.

For

the

purposes

of

the Finance

Documents

that

Party

shall

be

regarded

as

having

received any amount so deducted.

28.

CONDUCT OF BUSINESS BY THE FINANCE PARTIES

No provision of this Agreement will:

28.1

interfere with the right of any Finance Party to arrange its affairs (tax

or otherwise) in whatever manner it thinks fit;

28.2

oblige any

Finance Party

to investigate

or claim

any credit,

relief, remission

or repayment

available to

it or

the extent,

order and manner of any claim; or

28.3

oblige

any

Finance

Party

to

disclose

any

information

relating

to

its

affairs

(tax

or

otherwise)

or

any

computations

in

respect of Tax.

29.

SHARING AMONG THE FINANCE PARTIES

29.1

Payments to Finance Parties

If

a

Finance

Party

(a

Recovering

Finance

Party

)

receives

or

recovers

any

amount

from

an

Obligor

other

than

in

accordance with Clause

30 (

Payment Mechanics

) (a

Recovered Amount

) and applies

that amount to

a payment due

under

the Finance Documents then:

83

29.1.1

the Recovering

Finance Party

shall, within

three Business

Days, notify

details of

the receipt

or recovery,

to the

Facility Agent;

29.1.2

the Facility

Agent shall determine

whether the receipt

or recovery is

in excess

of the

amount the

Recovering Finance

Party would have been paid

had the receipt or

recovery been received or made

by the Facility Agent

and distributed

in accordance with Clause

30

((

Payment Mechanics

), without taking account of any Tax

which would be imposed

on the Facility Agent in relation to the receipt, recovery or distribution; and

29.1.3

the Recovering Finance Party

shall, within three Business

Days of demand by

the Facility Agent, pay

to the Facility

Agent

an amount

(the

Sharing Payment

) equal

to such

receipt or

recovery

less any

amount which

the Facility

Agent

determines may

be retained

by the

Recovering

Finance Party

as its

share of

any payment

to be

made, in

accordance with Clause

30.5

(Partial payments).

29.2

Redistribution of payments

The Facility Agent shall treat the Sharing Payment as if it had been paid by the

relevant Obligor and distribute it between

the

Finance

Parties

(other

than

the

Recovering

Finance

Party)

(the

Sharing

Finance

Parties

)

in

accordance

with

Clause

30.5

(Partial payments) towards the obligations of that Obligors to the Sharing Finance Parties.

29.3

Recovering Finance Party's rights

On

a

distribution

by

the

Facility

Agent

under

Clause

29.2

(Redistribution

of

payments)

of

a

payment

received

by

a

Recovering Finance Party from an

Obligor, as between the relevant

Obligor and the Recovering

Finance Party, an amount

of the Recovered Amount equal to the Sharing Payment will be treated as not having

been paid by the that Obligor.

29.4

Reversal of redistribution

29.5

If any part of the Sharing Payment received or recovered by

a Recovering Finance Party becomes repayable and is repaid

by that Recovering Finance Party,

then:

29.5.1

each Sharing Finance

Party shall, upon

request of the

Facility Agent, pay

to the Facility Agent

for the account

of

that Recovering Finance Party an

amount equal to the

appropriate part of its

share of the Sharing

Payment (together

with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the

Sharing Payment which that Recovering Finance Party is required to pay)

(the

Redistributed Amount

); and

29.5.2

as

between

the

relevant

Obligor

and

each

relevant

Sharing

Finance

Party,

an

amount

equal

to

the

relevant

Redistributed Amount will be treated as not having been paid by that Obligor.

29.6

Exceptions

29.6.1

This Clause

29

shall not apply

to the extent

that the Recovering Finance

Party would not,

after making any

payment

pursuant to this Clause, have a valid and enforceable claim against the relevant

Obligor.

29.6.2

A Recovering Finance Party is

not obliged to share with

any other Finance Party any

amount which the Recovering

Finance Party has received or recovered as a result of taking legal or arbitration

proceedings, if:

(a)

it notified the other Finance Party of the legal or arbitration proceedings; and

(b)

the other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not

do so as soon as

reasonably practicable having received

notice and did not take

separate legal or arbitration

proceedings.

84

SECTION 11

ADMINISTRATION

30.

PAYMENT

MECHANICS

30.1

Payments to the Facility Agent

30.1.1

On each

date on

which an

Obligor or

a Lender

is required

to make

a payment

under a

Finance Document

(other

than

a

GBF

Document),

that

Obligor

or

Lender

shall

make

the

same

available

to

the

Facility

Agent

(unless

a

contrary indication appears in a Finance Document)

in ZAR for value by no later than 12h00 (Johannesburg

time)

on the due

date at the

time and in

such funds specified

by the Facility

Agent by

way of a

funds flow

schedule or

otherwise.

30.1.2

Payment shall be made to the following account of the Facility Agent:

Bank:

FirstRand Bank Limited

Account name:

RMB Domestic Money Market Account

Account number:

XXX

Branch code:

255005

Reference:

IBDZHZCC

or such other account in South Africa with such bank as the Facility Agent specifies.

30.2

Distributions by the Facility Agent

Each payment received by the

Facility Agent under the Finance

Documents for another Party shall,

subject to Clause

30.3

(

Distributions to an Obligor

) and Clause

30.4

(

Clawback

) be made available by the Facility Agent as soon as practicable

after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender), to such

account as

that Party

may notify

to the

Facility Agent by

not less than

five Business

Days' notice with

a bank

in South

Africa in writing.

30.3

Distributions to an Obligor

The Facility

Agent may

(with the

consent of

the Obligor

or in

accordance with

Clause

31

(Set-Off)) apply

any amount

received by it for that Obligor in or towards

payment (on the date and in the currency

and funds of receipt) of any amount

due from

that Obligor

under the Finance

Documents or

in or towards

purchase of

any amount of

any currency

to be so

applied.

30.4

Clawback

30.4.1

Where a sum is to be paid to the Facility Agent under the Finance Documents for another Party, the Facility Agent

is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it

has been able to establish to its satisfaction that it has actually received

that sum.

30.4.2

If the Facility

Agent pays

an amount to

another Party and

it proves to

be the case

that the Facility

Agent had

not

actually

received

that

amount,

then

the

Party

to

whom

that

amount

(or

the

proceeds

of

any

related

exchange

contract) was paid

by the

Facility Agent shall

on demand refund

the same

to the

Facility Agent

together with interest

on that

amount from

the date

of payment

to the

date of

receipt by

the Facility

Agent, calculated

by the

Facility

Agent to reflect its cost of funds.

30.5

Partial payments

30.5.1

If the Facility Agent receives a payment for application against amounts due in respect of any Finance Documents

that is insufficient to

discharge all the

amounts then due

and payable by

an Obligor under

those Finance Documents,

the

Facility

Agent

shall

apply

that

payment

towards

the

obligations

of

the

that

Obligor

under

the

Finance

Documents in the following order:

85

(a)

first

, in

or towards

payment pro

rata of

any unpaid

amount owing

to the

Facility Agent

under the

Finance

Documents;

(b)

secondly

, in or

towards payment

pro rata

of any accrued

interest, fee or

commission due

but unpaid

under

those Finance Documents;

(c)

thirdly

, in or towards payment

pro rata of any principal

due but unpaid under those

Finance Documents; and

(d)

fourthly

, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

30.5.2

The

Facility

Agent

shall,

if

so

directed

by

the Lenders,

vary

the

order

set out

in

Clauses

30.5.1

(b)

to

30.5.1

(d)

above.

30.5.3

Clauses

30.5.1

and

30.5.2

above will override any appropriation made by an Obligor.

30.6

Set-off by the Obligors

All payments to be made by an Obligor under the Finance

Documents shall be calculated and be made without

(and free

and clear of any deduction for) set-off or counterclaim.

30.7

Business Days

30.7.1

Any payment under

the Finance Documents

which is due to

be made on a

day that is not

a Business Day shall

be

made on the next Business Day in the

same calendar month (if there is one)

or the preceding Business Day (if there

is not).

30.7.2

During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is

payable on the principal or Unpaid Sum at the rate payable on the original due date.

30.8

Currency of account

30.8.1

Subject to Clauses

30.8.2

and

30.8.3

below, ZAR is the currency of account and payment for any sum due from an

Obligor under any Finance Document.

30.8.2

Each payment in respect of costs, expenses or Taxes

shall be made in the currency in which the costs, expenses or

Taxes are

incurred, provided that the Facility

Agent shall notify the Borrower

should there be any costs, expenses

or Taxes incurred

in a currency other than ZAR.

30.8.3

Any amount expressed to be payable in a currency other than ZAR shall be paid in

that other currency.

30.9

Disruption to payment systems etc.

If the Facility

Agent determines (in

its discretion) that

a Disruption Event

has occurred or

the Facility Agent

is notified

by the Borrower that a Disruption Event has occurred:

30.9.1

the Facility Agent may,

and shall if requested to

do so by the Borrower,

consult with the Borrower with

a view to

agreeing with the

Borrower such changes to

the operation or administration

of the Facilities as

the Facility Agent

may deem necessary in the circumstances;

30.9.2

the

Facility

Agent

shall

not

be

obliged

to

consult

with

the

Borrower

in

relation

to

any

changes

mentioned

in

Clause

30.9.1

above if, in its

opinion, it is not practicable

to do so in

the circumstances and, in any

event, shall have

no obligation to agree to such changes;

30.9.3

the

Facility

Agent

may

consult

with

the

Finance

Parties

in

relation

to

any

changes

mentioned

in

Clause

30.9.1

above but shall not be obliged to do so if, in its opinion, it is not practicable to do

so in the circumstances;

30.9.4

any such changes agreed upon by the Facility Agent and

the Borrower shall (whether or not it is

finally determined

that a

Disruption Event

has occurred)

be binding

upon the

Parties as

an amendment

to (or,

as the

case may

be,

waiver

of)

the terms

of

the Finance

Documents

notwithstanding

the provisions

of

Clause

36

(

Amendments

and

Waivers

);

86

30.9.5

the Facility Agent shall not be liable for any

damages, costs or losses to any person, any diminution in

value or any

liability whatsoever (including, without

limitation for negligence,

gross negligence or

any other category

of liability

whatsoever but not including any claim based on the fraud of the Facility Agent) arising as a result of its taking, or

failing to take, any actions pursuant to or in connection with this Clause

30.9

; and

30.9.6

the Facility Agent shall notify the Finance Parties of all changes agreed pursuant

to Clause

30.9.4

above.

31.

SET-OFF

A Finance Party

may set

off any matured

obligation due from

an Obligor under

the Finance

Documents (to the

extent beneficially

owned by that Finance Party) against any matured obligation owed by

that Finance Party to that Obligor, regardless of the place

of payment,

booking branch

or currency

of either

obligation.

If the

obligations are

in different

currencies, the

Finance Party

may convert either obligation at a market rate of exchange in its usual course

of business for the purpose of the set-off.

32.

NOTICES

32.1

Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless

otherwise stated, may be made by fax or letter.

32.2

Addresses

32.2.1

The address 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 the

Finance Documents is:

(a)

in the case of the Obligors:

Address:

4 Harris Road

Sandton

Johannesburg

Gauteng

2196

Email:

XXX

For the attention of:

Steven Heilbron

(b)

in the case of the Facility Agent:

Address:

1 Merchant Place

14th Floor

Cnr Fredman Drive and Rivonia Road

Sandton, 2196

Email:

XXX

For the attention of:

Theresa Rheeder

(c)

in the case of the Arranger:

87

Address:

1 Merchant Place

14th Floor

Cnr Fredman Drive and Rivonia Road

Sandton, 2196

Email:

XXX

For the attention of:

Head

of

Transaction

Management

-

Investment

Banking

Division

(d)

in the case of the GBF Lender:

Address:

1 Merchant Place

14th Floor

Cnr Fredman Drive and Rivonia Road

Sandton, 2196

Email:

XXX

For the attention of:

Head

of

Transaction

Management

-

Investment

Banking

Division

(e)

in the case of each Original Term Lender,

the address and other details specified opposite its name in Part II

of

Schedule 1

(

The Original

).

in the case of any other Lender, that notified in writing to the Facility Agent on or prior to the date on which

it becomes a Party,

or any substitute address,

fax number or department

or officer as the

Party may notify to

the Facility Agent (or

the Facility

Agent may

notify to

the other

Parties, if

a change

is made

by the

Facility Agent)

by not

less than

five Business

Days'

notice.

32.3

Domicilia

32.3.1

Each of the

Parties chooses its

physical address provided

under or in

connection with Clause

32.2

(

Addresses

) as

its domicilium

citandi et

executandi at

which documents

in legal

proceedings in

connection with

this Agreement

or any other Finance Document may be served.

32.3.2

Any 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 South Africa,

provided that any

such change shall

only be effective

on the fourteenth day after deemed receipt of the notice by the other Parties pursuant to

Clause

32.4

(

Delivery

).

32.4

Delivery

32.4.1

Any

communication

or

document

made

or

delivered

by

one

person

to

another

under

or

in

connection

with

the

Finance Documents will only

be effective when

received by the recipient and,

unless the contrary is

proved, shall

be deemed to be received:

(a)

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;

(b)

if delivered by hand, be deemed to have been received at the time of delivery; or

(c)

if by

way of

courier service,

be deemed

to have

been received

on the

seventh Business

Day following

the

date of such sending,

and,

if

a

particular

department

or

officer

is

specified

as

part

of

its

address

details

provided

under

Clause

32.2

(Addresses), if addressed to that department or officer.

88

32.4.2

Any communication or document to

be made or delivered to

the Facility Agent will

be effective only when actually

received by the Facility Agent and then only if it is expressly

marked for the attention of the department or officer

identified with

the Facility Agent's

signature below

(or any substitute

department or

officer as the

Facility Agent

shall specify for this purpose).

32.4.3

All notices from or to the Obligors shall be sent through the Facility Agent.

32.4.4

Any communication

or document

which

becomes

effective,

in accordance

with Clauses

32.4.1

to

32.4.3

above,

after 17h00. in the place of receipt shall be deemed only to become effective

on the following day.

32.5

Notification of address and fax number

Promptly upon receipt of notification of an address or fax number or change of address or fax number pursuant to Clause

32.2

(Addresses) or changing its own address

or fax number, the Facility Agent shall notify the

other Parties.

32.6

Electronic communication

32.6.1

Any communication to be made between any two Parties under or in connection with the Finance Documents may

be made by electronic mail or other

electronic means (including, without limitation,

by way of posting to a secure

website) if those two Parties:

(a)

notify each other in

writing of their electronic

mail address and/or any

other information required

to enable

the transmission of information by that means; and

(b)

notify each other of

any change to their address

or any other such information

supplied by them by not

less

than five Business Days' notice.

32.6.2

Any such

electronic communication

as specified

in Clause

32.6.1

above to

be made

between the

Obligors and

a

Finance Party may only be made in that

way to the extent that those

two Parties agree that, unless and until

notified

to the contrary,

this is to be an accepted form of communication.

32.6.3

Any

such

electronic

communication

as specified

in

Clause

32.6.1

above

made

between any

two

Parties

will be

effective

only

when

actually

received

(or

made

available)

in

readable

form

and

in

the

case

of

any

electronic

communication made by a Party to the Facility Agent only if it is addressed in such a manner as the Facility Agent

shall specify for this purpose.

32.6.4

Any electronic communication

which becomes effective,

in accordance with

Clause

32.6.3

above, after 17h00.

in

the place in which the

Party to whom the relevant

communication is sent or made

available has its address for

the

purpose of this Agreement shall be deemed only to become effective

on the following day.

32.6.5

Any reference in a Finance Document to a communication being sent or received shall be construed to

include that

communication being made available in accordance with this Clause

32.6.

32.7

English language

32.7.1

Any notice given under or in connection with any Finance Document must be in

English.

32.7.2

All other documents provided under or in connection with any Finance

Document must be:

(a)

in English; or

(b)

if not in English,

and if so

required by the Facility

Agent, accompanied by a certified

English translation and,

in this

case, the

English translation

will prevail

unless the

document is

a constitutional,

statutory or

other

official document.

89

33.

CALCULATIONS

AND CERTIFICATES

33.1

Accounts

In any litigation or arbitration

proceedings arising out of

or in connection with a

Finance Document, the entries made

in

the accounts maintained by a Finance Party are prima facie evidence of

the matters to which they relate.

33.2

Certificates and determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence

of manifest error, prima facie evidence

of the matters to which it relates.

33.3

Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the

basis of the actual

number of days elapsed

and a year of

365 days (irrespective

of whether the year

in question is a

leap

year).

34.

PARTIAL

INVALIDITY

If, at any time, any provision

of a Finance Document

is or becomes illegal, invalid,

unenforceable or inoperable in

any respect

under any law

of any jurisdiction,

neither the legality,

validity, enforceability

or operation of the

remaining provisions nor

the

legality, validity, enforceability or operation of such provision

under the law of

any other jurisdiction

will in any

way be affected

or

impaired.

The

term

inoperable

in

this

Clause

34

shall

include,

without

limitation,

inoperable

by

way

of

suspension

or

cancellation.

35.

REMEDIES AND WAIVERS

No

failure

to

exercise,

nor

any

delay

in

exercising,

on

the

part

of

any

Finance

Party,

any

right

or

remedy

under

a

Finance

Document or other document or

other indulgence shall operate as

a waiver, nor

shall any single or partial exercise

of any right

or remedy otherwise affect any of that Party’s rights in terms

of or arising from any Finance

Document or estop such Party from

enforcing, at any time and without notice, strict and punctual compliance with each and every provision or term of any Finance

Document.

No consent to any waiver or novation of a Party’s rights in terms of or arising from any Finance Document shall be

effective unless it is

in writing.

No single or partial

exercise of any right

or remedy shall prevent

any further or other

exercise

or the exercise of

any other right or

remedy.

The rights and remedies

provided in each Finance

Document are cumulative and

not exclusive of any rights or remedies provided by law.

36.

AMENDMENTS AND WAIVERS

36.1

Required consents

36.1.1

Subject

to

Clause

36.2

(All

Lender

matters)

and

Clause

36.3

(Other

exceptions),

any

term

of

the

Finance

Documents may

be amended

or waived

only with

the express

consent of

the Lenders

and the

Borrower and

any

such amendment or waiver will be binding on all Parties.

36.1.2

The

Facility

Agent

may

effect,

on

behalf

of

any

Finance

Party,

any

amendment

or waiver

permitted

by

this

Clause

36.

36.1.3

Without prejudice to the generality of Clauses

27.7.3

,

27.7.4

and

27.7.5

(Rights and discretions), the Facility

Agent

may engage, pay for and rely on the services of lawyers in determining the consent level required for and effecting

any amendment, waiver or consent under this Agreement.

36.1.4

Each

Obligor

agrees

to

any

such

amendment

or

waiver

permitted

by

this

Clause

36

which

is

agreed

to

by

the

Borrower.

36.2

All Lender matters

36.2.1

An amendment, waiver or (in the case

of a Transaction Security Document) a consent of, or in

relation to, any term

of any Finance Document that has the effect of changing or which

relates to:

90

(a)

an extension

to the date

of payment

of any amount

under the Finance

Documents (other

than in relation

to

Clause

8

(Mandatory prepayment and cancellation));

(b)

a

reduction

in

the

Margin

or

a

reduction

in

the

amount

of

any

payment

of

principal,

interest,

fees

or

commission payable;

(c)

a change in currency of payment of any amount under the Finance Documents;

(d)

an increase in

any Commitment or

the Total

Commitments, an extension

of any Availability

Period or any

requirement that a cancellation of Commitments

reduces the Commitments of the

Lenders rateably under the

relevant Facility;

(e)

any provision which expressly requires the consent of all the Lenders;

(f)

Clause

2.3

(Finance

Parties'

rights

and

obligations),

Clause

5.1

(Delivery

of

a

Utilisation

Request),

Clause

7.1

(Illegality),

Clause

8

(

Mandatory

Prepayment

and

Cancellation

),

the

definition

of

"Change

of

Control"

in

Clause

1.1.30

(Definitions),

Clause

8.5

(

Application

of

mandatory

prepayments

and

cancellations

, Clause

9.10

(Application of prepayments), Clause

14

(

Tax Gross up and Indemnities

), Clause

15

(

Increased

Costs

),

Clause

16

(

Other

Indemnities

),

Clause

25

(Changes

to

the

Lenders),

Clause

26

(

Changes to the

), this Clause

36

or Clause

43

(Governing law);

(g)

(other than as expressly permitted by the provisions of any Finance Document)

the nature or scope of:

(i)

the Secured Property; or

(ii)

the manner in which the proceeds of enforcement of the Transaction

Security are distributed,

(except in the case of paragraphs

(i)

and

(ii)

above, insofar as it relates to a sale or

disposal of an asset which

is

the

subject

of

the

Transaction

Security

where

such

sale

or

disposal

is

expressly

permitted

under

this

Agreement or any other Finance Document);

(h)

the

release

of

any

Transaction

Security

unless

permitted

under

this

Agreement

or

any

other

Finance

Document or relating to a sale or disposal of an asset which is the subject of the Transaction

Security where

such sale or disposal is permitted under this Agreement or any other Finance

Document;

(i)

any amendment to the subordination under any Finance Document,

shall not be made, or given, without the prior consent of all the Lenders.

36.3

Other exceptions

An amendment

or waiver

which relates

to the

rights or

obligations of

the Facility

Agent or

the Arranger

(each in

their

capacity as such) may not be effected without the express prior consent of the Facility Agent or the Arranger,

as the case

may be.

36.4

Replacement of Lender

36.4.1

If the Obligors becomes obliged to

repay any amount in accordance

with Clause

7.1

(Illegality) or to pay additional

amounts pursuant to

Clause

15.1

(Increased costs), Clause

14.2

(Tax

gross-up) or Clause

14.3

(Tax

Indemnity) to

any

Lender,

then

the

Borrower

may,

on

20

Business

Days'

prior

written

notice

to

the

Facility

Agent

and

such

Lender, replace

such Lender by

requiring such Lender

to (and, to the

extent permitted by

law, such

Lender shall)

transfer pursuant

to Clause

25

(Changes to

the Lenders) all

(and not part

only) of its

rights and obligations

under

this Agreement

to an Eligible

Institution (a

Replacement Lender

) which confirms

its willingness to

assume and

does assume all the

obligations of the transferring

Lender in accordance with

Clause

25

(Changes to the Lenders)

for a purchase price in cash payable at the time of

transfer in an amount equal to the outstanding

principal amount

of

such

Lender's

participation

in

the

outstanding

Loans

and

all

accrued

interest

and/or

Break

Costs

and

other

amounts payable in relation thereto under the Finance Documents.

36.4.2

The replacement of a Lender pursuant to this Clause

36.4

shall be subject to the following conditions:

91

(a)

the Borrower shall have no right to replace the Facility Agent;

(b)

neither the

Facility Agent

nor the

Lender shall

have any

obligation to

the Borrower

to find

a Replacement

Lender;

(c)

in

no

event

shall

the

Lender

replaced

under

this

Clause

36.4

be

required

to

pay

or

surrender

to

such

Replacement Lender any of the fees received by such Lender pursuant to

the Finance Documents; and

(d)

the Lender shall

only be obliged

to transfer its

rights and obligations

pursuant to Clause

36.4.1

above once

it is satisfied that it has complied with all necessary "know

your customer" or other similar checks under all

applicable laws and regulations in relation to that transfer.

36.4.3

A Lender shall perform the

checks described in Clause

36.4.2

(d)

above as soon as

reasonably practicable following

delivery of

a notice

referred to

in Clause

36.4.2

and shall

notify the

Facility Agent

and the

Borrower when

it is

satisfied that it has complied with those checks.

37.

CONFIDENTIAL INFORMATION

37.1

Confidentiality

Each Finance Party

agrees to keep all

Confidential Information confidential

and not to disclose

it to anyone,

save to the

extent permitted by Clause

37.2

(Disclosure of Confidential Information), and to ensure that all Confidential Information

is protected with security measures and a degree of care that would apply to

its own confidential information.

37.2

Disclosure of Confidential Information

Any Finance Party may disclose:

37.2.1

to any of

its Affiliates and

Related Funds and

any of its

or their officers,

directors, employees, professional advisers,

auditors,

partners

and

Representatives

such

Confidential

Information

as

that

Finance

Party

shall

consider

appropriate if any person to whom

the Confidential Information is to be given

pursuant to this paragraph

37.2.1

is

informed in writing

of its confidential nature

and that some or

all of such Confidential

Information may be

price-

sensitive

information

except

that

there

shall

be

no

such

requirement

to

so

inform

if

the

recipient

is

subject

to

professional obligations

to maintain

the confidentiality

of the information

or is otherwise

bound by

requirements

of confidentiality in relation to the Confidential Information;

37.2.2

to any person:

(a)

to (or

through)

whom it

Transfers

(or

may potentially

Transfer)

all or

any of

its rights

and/or obligations

under one or

more Finance Documents

or which succeeds

(or which may

potentially succeed) it

as Facility

Agent and, in

each case, to any

of that person's Affiliates,

Related Funds, Representatives

and professional

advisers;

(b)

with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-

participation in

relation to, or

any other transaction

under which payments

are to be

made or may

be made

by reference to,

one or more

Finance Documents and/or

the Obligors and

to any of

that person's Affiliates,

Related Funds, Representatives and professional advisers;

(c)

appointed

by

any

Finance

Party

or

by

a

person

to

whom

paragraph

(a)

or

(b)

above

applies

to

receive

communications,

notices,

information

or

documents

delivered

pursuant

to

the

Finance

Documents

on

its

behalf

(including,

without

limitation,

any

person

appointed

under

Clause

27.15.2

(Relationship

with

the

Lenders));

(d)

who invests in

or otherwise finances

(or may potentially

invest in or

otherwise finance), directly

or indirectly,

any transaction referred to in paragraph

(a)

or

(b)

above;

(e)

to whom information

is required or requested

to be disclosed by

any court of competent

jurisdiction or any

governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant

stock

exchange or pursuant to any applicable law or regulation;

92

(f)

to whom information

is required to be

disclosed in connection

with, and for

the purposes of,

any litigation,

arbitration, administrative or other investigations, proceedings or disputes;

(g)

who is a Party; or

(h)

with the consent of the Borrower,

in each case, such Confidential Information as that Finance Party shall consider

appropriate if:

(i)

in relation to paragraphs

(a)

,

(b)

and

(c)

above, the person to whom the Confidential Information is to

be given has

entered into a Confidentiality

Undertaking except that

there shall be no

requirement for

a Confidentiality

Undertaking if

the recipient

is a professional

adviser and

is subject

to professional

obligations to maintain the confidentiality of the Confidential Information;

(ii)

in relation to paragraph

(d)

above, the person to whom the Confidential Information is to be given has

entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality

in

relation

to

the

Confidential

Information

they

receive

and

is

informed

that

some

or

all

of

such

Confidential Information may be price-sensitive information;

(iii)

in relation to

paragraphs

(e)

and

(f)

, the person to

whom the Confidential

Information is to

be given

is informed

of its

confidential nature

and that

some or

all of

such Confidential

Information may

be

price-sensitive information except that there shall be no requirement

to so inform if, in the opinion of

that Finance Party, it is not

practicable so to do in the circumstances; and

37.2.3

to any person appointed by that Finance Party or by a person to whom Clause

37.2.2

(a)

or

37.2.2

(b)

above applies

to

provide

administration

or

settlement services

in

respect

of

one

or

more of

the

Finance Documents

including

without limitation, in

relation to

the trading of

participations in respect

of the

Finance Documents, such

Confidential

Information

as

may

be

required

to

be

disclosed

to

enable

such

service

provider

to

provide

any

of

the

services

referred to

in this

Clause

37.2.3

if the

service provider

to whom

the Confidential

Information is

to be

given has

entered into a confidentiality agreement

substantially in the form of the LMA

Master Confidentiality Undertaking

for Use With Administration/Settlement Service Providers

or such other form

of confidentiality undertaking agreed

between the Borrower and the relevant Finance Party; and

37.2.4

to any rating

agency (including its

professional advisers)

such Confidential Information

as may be

required to be

disclosed to enable such rating agency to carry out its

normal rating activities in relation to the Finance Documents

and/or the Obligors.

37.3

Entire agreement

This Clause

37

constitutes the

entire agreement

between the

Parties in

relation to

the obligations

of the

Finance Parties

under

the

Finance

Documents

regarding

Confidential

Information

and

supersedes

any

previous

agreement,

whether

express or implied, regarding Confidential Information.

37.4

Inside information

Each of

the Finance

Parties acknowledges

that some or

all of

the Confidential

Information is

or may

be price-sensitive

information

and

that

the

use

of

such

information

may

be

regulated

or

prohibited

by

applicable

legislation

including

securities

law

relating

to

insider

dealing

and

market

abuse and

each of

the

Finance

Parties

undertakes

not

to use

any

Confidential Information for any unlawful purpose.

37.5

Notification of disclosure

Each of the Finance Parties agrees (to the extent permitted by law and regulation) to

inform the Borrower:

37.5.1

of the circumstances of any

disclosure of Confidential Information

made pursuant to Clause

37.2.2(e)

(

Disclosure

of

Confidential

Information

)

except

where

such

disclosure

is

made

to

any

of

the

persons

referred

to

in

that

clause during the ordinary course of its supervisory or regulatory function;

and

37.5.2

upon becoming aware that Confidential Information has been disclosed

in breach of this Clause

37.

93

37.6

Continuing obligations

The obligations in this

Clause

37

are continuing and, in

particular, shall survive and remain

binding on each Finance

Party

for a period of 12 months from the earlier of:

37.6.1

the date on

which all amounts

payable by

the Obligors under

or in connection

with the Finance

Documents have

been paid in full and all Commitments have been cancelled or otherwise cease to be

available; and

37.6.2

the date on which such Finance Party otherwise ceases to be a Finance Party.

38.

RENUNCIATION OF

BENEFITS

Each Obligor renounces, to the extent permitted under applicable law, the

benefits of each of the legal exceptions of excussion,

division, revision of

accounts, no value

received, errore calculi,

non causa debiti,

non numeratae pecuniae and

cession of actions,

and declares that it understands the meaning of each such legal exception

and the effect of such renunciation.

39.

WAIVER

OF IMMUNITY

Each

Obligor

waives

generally

all

immunity

it

or

its

assets

or

revenues

may

otherwise

have

in

any

jurisdiction,

including

immunity in respect of:

39.1

the giving of any relief by way of an interdict or order for specific performance or for the recovery of assets or revenues;

and

39.2

the issue of

any process against

its assets or

revenues for

the enforcement of

a judgment or,

in an action

in rem, for

the

arrest, detention or sale of any of its assets and revenues.

40.

SOLE AGREEMENT

The Finance Documents constitute the sole record of the agreement between

the Parties in regard to the subject matter thereof.

41.

NO IMPLIED TERMS

No

Party

shall

be

bound

by

any

express or

implied

term,

representation,

warranty,

promise

or

the

like,

not recorded

in any

Finance Document in regard to the subject matter thereof.

42.

COUNTERPARTS

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the

counterparts were on a single copy of the Finance Document.

94

SECTION 12

GOVERNING LAW

AND ENFORCEMENT

43.

GOVERNING LAW

This Agreement and any non-contractual obligations arising out of or in connection

with it are governed by South African law.

44.

JURISDICTION

44.1

The Parties hereby irrevocably and

unconditionally consent to the

non-exclusive jurisdiction of the

High Court of South

Africa, Gauteng Local Division, Johannesburg (or any successor to that division) in regard to all matters arising from the

Finance Documents

(including a dispute

relating to the existence,

validity or termination of

this Agreement or any

non-

contractual obligation arising out of or in connection with this Agreement)

(a

Dispute

).

44.2

The Parties

agree that

the courts

of South

Africa are

the most

appropriate and

convenient courts

to settle

Disputes and

accordingly no Party will argue to the contrary.

44.3

Notwithstanding Clause

44.1

above, no Finance Party shall be prevented from taking proceedings relating to

a Dispute in

any other courts with jurisdiction.

To the extent allowed by law,

the Finance Parties may take concurrent proceedings in

any number of jurisdictions.

THIS AGREEMENT

has been entered into on the date stated at the beginning of this Agreement.

95

SCHEDULE 1

THE ORIGINAL PARTIES

Part I

The Guarantors

Name of Guarantor

Jurisdiction of

Incorporation

Registration number

(or equivalent, if any)

1.

Cash Connect Rentals Proprietary Limited

South Africa

2009/007139/07

2.

Deposit Manager Proprietary Limited

South Africa

2010/016889/07

3.

Cash Connect Capital Proprietary Limited

South Africa

2017/029430/07

4.

Main Street 1723 Proprietary Limited

South Africa

2019/300711/07

5.

K2021477132 (South Africa) Proprietary Limited

South Africa

2021/477132/07

6.

K2020263969 (South Africa) Proprietary Limited

South Africa

2020/263969/07

96

Part II

The Original Term

Lenders

Original Term Lender

Address for Purposes of Clause

32

(Notices)

FirstRand Bank Limited

(acting through its Rand

Merchant Bank division)

Address:

1 Merchant Place

14th Floor

Cnr Fredman Drive and Rivonia Road

Sandton, 2196

Email:

XXX

Attention:

Head of Transaction Management - Investment Banking Division

Commitments

Facility A

Original Term Lender

Facility A Commitment

FirstRand Bank Limited (acting through its Rand Merchant

Bank division)

ZAR700,000,000

Facility B

Original Term Lender

Facility B Commitment

FirstRand Bank Limited (acting through its Rand Merchant

Bank division)

ZAR350,000,000

97

SCHEDULE 2

CONDITIONS PRECEDENT

Part I

Conditions Precedent to Initial Utilisation

1.

OBLIGORS AND SECURITY PROVIDERS

1.2

A copy of the constitutional documents of the Obligors and each other

Security Provider.

1.3

A copy of a resolution of the board of directors of the Obligors and each other

Security Provider:

1.3.1

approving the

terms of,

and the

transactions contemplated

by,

the Finance

Documents to

which it

is a

party and

resolving that it execute, deliver and perform the Finance Documents to which

it is a party;

1.3.2

authorising

it,

for

all

purposes

required

under

sections 45

and

46

of

the

Companies

Act,

2008,

to

provide

the

"financial

assistance"

and

to

make

any

"distribution"

that

may

arise

as

a

result

of

its

entry

into

the

Finance

Documents to which it is a party;

1.3.3

authorising a specified person or persons to execute the Finance Documents to which it is

a party on its behalf; and

1.3.4

authorising

a

specified

person

or

persons,

on

its

behalf,

to

sign

and/or

despatch

all

documents

and

notices

(including, if

relevant, any

Utilisation Request)

to be

signed and/or

despatched by

it under

or in

connection with

the Finance Documents to which it is a party.

1.4

A specimen of the signature

of each person authorised

by the resolution referred to

in paragraph

1.3

above in relation to

the Finance Documents and related documents.

1.5

A copy

of a

special resolution

duly passed

by the

holders of

the issued

shares of

each Obligor

and each

other Security

Provider authorising it, for

all purposes required under

section 45 of the

Companies Act, 2008, to

provide the "financial

assistance" that may arise as a result of its entry into the Finance Documents to which

it is a party.

1.6

To

the extent required

by any

other applicable

law,

and with reference

to the

constitutional documents

of each

Obligor

and each other

Security Provider,

a copy of a

resolution duly passed

by the holders of

the issued shares of

each Obligor

or

that

Security

Provider

(as

applicable),

approving

the

terms

of,

and

the

transactions

contemplated

by,

the

Finance

Documents to which that Security Provider is a party.

1.7

A certificate of each Obligor and each other Security Provider (signed

by a director):

1.7.1

confirming

that borrowing

or guaranteeing

or securing,

as appropriate,

the Total

Commitments would

not cause

any borrowing,

guarantee, security

or similar

limit binding

on that

Obligor or

any other

Security Provider

to be

exceeded;

1.7.2

certifying that

each copy document

relating to

it specified in

this Part I

of

Schedule 2

is correct,

complete and

in

full force and effect and has

not been amended or superseded as

at a date no earlier

than the date of this

Agreement.

2.

FINANCE DOCUMENTS

2.1

An original of each of the following duly entered into by each Party to it:

2.1.1

this Agreement;

2.1.2

the GBF Agreement;

2.1.3

each Transaction Security Document (other than any Transaction

Security Document which is to be provided after

the Closing Date,

namely the Transaction Security

Documents referred to

in paragraph

3

of

Schedule 9

(

Transaction

Security)

);

98

2.1.4

the Funds Flow and Release Agreement;

2.1.5

the Fee Letters;

2.1.6

the K2021 Consent;

2.1.7

the Absa Release Agreement.

2.2

The following documents of title and related Transaction

Security Documents:

2.2.1

in relation to shares and other securities that are subject to Transaction

Security:

(a)

the original share certificates (or applicable certificates of title in respect of other

securities);

(b)

an original securities

transfer form duly

executed by the

relevant Security Provider

(undated and left

blank

as to the transferee);

(c)

a

resolution

by

the

directors

of

each

company

the

shares

of

which

are

subject

to

Transaction

Security,

acknowledging the pledge and agreeing to give effect to

any transfer of shares that may occur as a result;

(d)

to the extent

required, a duly

executed waiver of

pre-emptive or similar

rights by shareholders

who are not

members of the Group,

and all other documents of title required to be provided under the Transaction

Security Documents.

2.3

A copy of all notices required to be sent, acknowledgements required to be delivered and other documents required to be

executed under the Transaction Security Documents,

duly executed by the persons party thereto.

2.4

Evidence that each

general notarial bond

referred to in

paragraph

2.5

of

Schedule 9 (

Transaction Security

) has

been lodged

for registration at the applicable statutory public register.

3.

ACQUISITION

3.1

A copy of the Acquisition Documents and evidence that each Acquisition Document is unconditional in accordance with

its terms,

other than any condition requiring the Facilities Agreement to be unconditional

.

3.2

A copy of the shareholders register of each Obligor.

4.

NET1 FINANCING

Evidence that FirstRand Bank Limited (acting through its

Rand Merchant Bank division) will provide financing to

Net1 to meet

its obligations under the

Acquisition Documents, in form

and substance satisfactory to

Lenders is unconditional

in accordance

with its terms,

other than any condition requiring the Facilities Agreement to

be unconditional.

5.

LEGAL OPINIONS

The following legal opinions, each addressed

to the Facility Agent (for

an on behalf of the

Finance Parties) and capable of

being

relied upon by any persons who become Lenders pursuant to the primary syndication

of the Facilities.

5.1

A

legal

opinion

of

Webber

Wentzel,

legal

advisers

to

the

Facility

Agent

and

the

Arranger

as

to

South

African

law

substantially in the form distributed to the Lenders prior to signing this Agreement in respect of

the legality, validity and

enforceability of the Finance Documents.

5.2

A legal

opinion of

Cliffe Dekker

Hofmeyr,

legal advisers

to the

Borrower as

to South

African law

substantially in

the

form distributed

to the

Lenders prior

to signing

this Agreement

in respect

of the

capacity,

powers and

authority of

the

Obligors and Security Providers to enter into and perform their obligations

under the Finance Documents.

99

6.

CREDIT APPROVAL

The approval

of the credit

committees and/or

boards of directors

of each

Lender of the

grant of the

Facilities to the

Borrower

under the Finance Documents.

7.

KNOW YOUR CUSTOMER REQUIREMENTS

Such documentation

and other

evidence as

is reasonably

requested by

the Facility

Agent (for

itself or

on behalf

of any

other

Finance Party) to carry out and be satisfied that it has complied with all necessary know your customer or similar identification

procedures

under

applicable

laws

and

regulations

(including

the

Financial

Intelligence

Centre

Act,

2001)

pursuant

to

the

transactions contemplated in the Finance Documents.

8.

OTHER DOCUMENTS AND EVIDENCE

8.1

Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause

13

(Fees), Clause

14.5

(Stamp

taxes) and Clause

18

(Costs and expenses) have been paid or will be paid by the Utilisation Date.

8.2

A copy of the Base Case Model.

8.3

Evidence that a management incentive scheme has or will be implemented on

terms satisfactory to the Facility Agent.

8.4

Evidence that the board composition of the Obligors is satisfactory to the Facility

Agent.

8.5

Evidence that Steven Heilbron has entered into restraints of trade on terms satisfactory

to the Facility Agent.

8.6

A

copy

of

any

required

independent

expert’s

reports

on

the

assets

to

be

acquired

under

the

Acquisition

Documents

(including, but not limited to, legal and technical due diligence reports).

8.7

A copy, certified by an

authorised signatory of the Borrower to be a true copy,

of the Original Financial Statements.

8.8

A copy

of any

other

Authorisation

or other

document,

opinion

or assurance

which

the Facility

Agent

considers

to be

necessary or desirable (if

it has notified the Borrower

accordingly) in connection with the entry

into and performance of

the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document.

100

Part II

Conditions Precedent Required to be Delivered

by an Additional Obligor

1.

An Accession Letter executed by the Additional Obligor and the Borrower.

9.

A copy of the constitutional documents of the Additional Obligor.

10.

A copy of a resolution of the board of directors of the Additional Obligor:

10.1

approving

the

terms

of,

and

the

transactions

contemplated

by,

the

Accession

Letter

and

the

Finance

Documents

and

resolving that it execute, deliver and perform the Accession Letter and

any other Finance Document to which it is party;

10.2

if applicable,

authorising it,

for all

purposes required

under sections 45

and 46

of the

Companies Act,

2008, to

provide

the "financial

assistance" and to

make any "distribution"

that may arise

as a result

of the performance

of its obligations

under the Accession Letter and other Finance Documents to which it is a party;

10.3

authorising a specified person or persons to execute the Accession Letter and other

Finance Documents on its behalf;

10.4

authorising

a specified

person or

persons, on

its behalf,

to sign

and/or despatch

all other

documents

and notices

to be

signed and/or despatched by it under or in connection with the Finance Documents

to which it is a party; and

10.5

authorising the Borrower to act as its agent in connection with the Finance Documents.

11.

A specimen of the signature of each person authorised by the resolution referred to

in paragraph

10

above.

12.

A copy of a resolution signed by all the holders of the issued shares of the Additional

Obligor:

12.1

authorising it, for all purposes required under section 45

of the Companies Act, 2008 to provide the "financial

assistance"

that may arise as a result of its entry into the Accession Letter and the Finance Documents

to which it is a party; and

12.2

to the extent required, approving the terms of, and the

transactions contemplated by, the Finance Documents to which the

Additional Obligor is a party.

13.

A

certificate

of

the

Additional

Obligor

(signed

by

a

director)

confirming

that

borrowing,

guaranteeing

or

securing,

as

appropriate,

the Total

Commitments would

not cause

any borrowing,

guarantee, security

or similar

limit binding

on it

to be

exceeded.

14.

A certificate

of an

authorised signatory

of the

Additional Obligor

certifying that

each copy

document listed

in this

Part II of

Schedule 2

is correct, complete and in full force and effect and has

not been amended or superseded as at a date no earlier than

the date of the Accession Letter.

15.

If available, the latest audited financial statements of the Additional Obligor.

16.

The following legal opinions, each addressed to the Facility Agent and

the Lenders:

16.1

a legal opinion of the legal advisers to the Facility Agent in South Africa, as to South African law in the form distributed

to the Lenders prior to signing the Accession Letter in respect of the enforceability of

the Accession Letter;

16.2

a

legal

opinion

of

the

legal

advisers

to

the

Additional

Obligor

in

South

Africa,

as

to

South

African

law

in

the

form

distributed to the Lenders prior

to signing the Accession Letter in

respect of the capacity and authority

of the Additional

Obligor to enter into the Accession Letter and other Finance Documents to which

it is party; and

16.3

in relation

to any

Additional Obligor

incorporated in

a jurisdiction

other than

South Africa,

a legal

opinion from

legal

counsel in that jurisdiction acceptable to the Facility Agent.

17.

Transaction Security Documents duly executed by the Additional Obligor

in respect of all Transaction Security it is required to

provide in accordance with

Schedule 9

(

Transaction Security

).

101

18.

All documents required

to procure

registration of the

mortgage bonds, special

notarial bonds, and

general notarial bonds

required

to be given by the proposed Additional Obligor and set out in

Schedule 9

(

Transaction Security

), including a power of attorney

in favour of

Webber

Wentzel

attorneys to pass

and register each

such Transaction

Security Document at

the applicable Deeds

Registry or other statutory public register.

19.

The following documents of title and related documents in relation to shares and other securities that are subject to Transaction

Security:

19.1

the original share certificates (or applicable certificates of title in respect of other

securities);

19.2

an original

securities transfer

form duly

executed by

the relevant

Additional Obligor

(undated and

left blank

as to

the

transferee);

19.3

a resolution by the directors of each company the shares of which are subject to Transaction Security, acknowledging the

pledge and agreeing to give effect to any transfer of shares that may

occur as a result; and

19.4

all other documents of title required to be provided under the Transaction

Security Documents.

20.

A

copy

of

all

notices

required

to

be

sent,

acknowledgements

required

to

be

delivered

and

other

documents

required

to

be

executed under the Transaction Security Documents,

duly executed by the persons party thereto.

21.

Evidence

that

each

mortgage

bond,

special

notarial

bond

and

general

notarial

bond

required

to

be

given

by

the

proposed

Additional Obligor and set out in

Schedule 9

(

Transaction Security

) has been lodged for registration

at the applicable statutory

public register.

22.

All necessary regulatory approvals to the satisfaction of the Facility Agent required

for the accession of the Additional Obligor

as an Additional Guarantor, as applicable.

23.

If the Additional Obligor is not incorporated in South Africa, such documentary evidence as legal counsel to the Facility Agent

may

require,

that

such

Additional

Obligor

has

complied

with

any

law

in

its

jurisdiction

relating

to

financial

assistance

or

analogous process.

24.

A copy of any other Authorisation or other document,

opinion or assurance which the Facility Agent considers

to be necessary

or desirable in connection

with the entry into and

performance of the transactions

contemplated by the Accession

Letter or for

the validity and enforceability of any Finance Document.

102

SCHEDULE 3

FORM OF UTILISATION

REQUEST

From:

Cash Connect Management Solutions Proprietary Limited

To:

[Facility Agent]

Dated: [

●

]

Dear Sirs

CASH CONNECT MANAGEMENT SOLUTIONS PROPRIETARY

LIMITED

Facilities Agreement dated [●], 2022

(the Facilities Agreement)

1.

We

refer to the Facilities

Agreement.

This is a Utilisation

Request.

Terms

defined in the Facilities

Agreement have the

same

meaning in this Utilisation Request unless given a different meaning

in this Utilisation Request.

2.

We wish to borro

w

a Loan on the following terms:

Proposed Utilisation Date:

[

●

] (or, if that is not a Business Day,

the next Business Day)

Facility to be utilised:

[Facility A]/[Facility B]

Amount:

[

●

] or, if less, the Available

Facility

3.

We

confirm that

each condition

specified in

Clause

4.2

(

Further conditions

precedent

) of the

Facilities Agreement

is satisfied

on the date of this Utilisation Request.

4.

The proceeds of this Loan should be credited to [account].

5.

This Utilisation Request is irrevocable.

Yours

faithfully

…………………………………

authorised signatory for

Cash Connect Management Solutions Proprietary Limited

103

SCHEDULE 4

REPAYMENT

SCHEDULE

104

Repayment Date

Facility A Repayment Instalment

Facility B Repayment Instalment

[Column 1]

[Column 2]

[Column 3]

Second Interest Payment Date after

the Closing Date

ZAR0

ZAR18,750,000

Third Interest Payment Date after the

Closing Date

ZAR0

ZAR18,750,000

Fourth Interest Payment Date after

the Closing Date

ZAR0

ZAR18,750,000

Fifth Interest Payment Date after the

Closing Date

ZAR0

ZAR18,750,000

Sixth Interest Payment Date after the

Closing Date

ZAR0

ZAR18,750,000

Seventh Interest Payment Date after

the Closing Date

ZAR0

ZAR18,750,000

Eighth Interest Payment Date after

the Closing Date

ZAR0

ZAR18,750,000

Nineth Interest Payment Date after

the Closing Date

ZAR0

ZAR18,750,000

Tenth Interest Payment Date after the

Closing Date

ZAR0

ZAR25,000,000

Eleventh Interest Payment Date after

the Closing Date

ZAR0

ZAR25,000,000

Twelfth Interest Payment Date after

the Closing Date

ZAR0

ZAR25,000,000

Thirteenth Interest Payment Date

after the Closing Date

ZAR0

ZAR25,000,000

Fourteenth Interest Payment Date

after the Closing Date

ZAR0

ZAR31,250,000

Fifteenth Interest Payment Date after

the Closing Date

ZAR0

ZAR31,250,000

Sixteenth Interest Payment Date after

the Closing Date

ZAR0

ZAR31,250,000

Seventeenth Interest Payment Date

after the Closing Date

ZAR25,000,000

ZAR6,250,000

Eighteenth Interest Payment Date

after the Closing Date

ZAR37,500,000

ZAR0

Nineteenth Interest Payment Date

after the Closing Date

ZAR37,500,000

ZAR0

Twentieth Interest Payment Date after

the Closing Date

ZAR37,500,000

ZAR0

Final Maturity Date

ZAR562,500,000

ZAR0

105

106

SCHEDULE 5

FORM OF TRANSFER CERTIFICATE

To:

[

●

] as Facility Agent

From:

[The Existing Lender] (the

Existing Lender

) and [The New Lender] (the

New Lender

)

Dated:

CASH CONNECT MANAGEMENT SOLUTIONS PROPRIETARY

LIMITED

Facilities Agreement dated [●], 2022

(the Facilities Agreement)

1.

We refer to the

Facilities Agreement.

This is a Transfer Certificate.

2.

Terms defined

in the Facilities Agreement have the same meaning

in this Transfer Certificate unless given a

different meaning

in this Transfer Certificate.

3.

We refer to Clause

25.5

(

Procedure for transfer

) of the Facilities Agreement:

3.1

the Existing

Lender and

the New

Lender

agree to

the Existing

Lender transferring

to the

New Lender

by cession

and

delegation

all

or

part

of

the

Existing

Lender's

Commitment,

rights

and

obligations

referred

to

in

the

Schedule

in

accordance with Clause

25.5

(

Procedure for transfer

) of the Facilities Agreement;

3.2

the proposed Transfer Date is [

●

];

3.3

the address, fax number

and attention details for notices

of the New Lender

for the purposes of Clause

32.2

(Addresses)

of the Facilities Agreement are set out in the Schedule.

4.

The

New

Lender

expressly

acknowledges

the

limitations

on

the

Existing

Lender's

obligations

set

out

in

Clause

25.4.3

(Limitation of responsibility of Existing Lenders) of the Facilities Agreement.

5.

The New Lender

agrees that it

shall assume the

same obligations towards

each other Finance

Party under the

Finance Documents

as if it had been an Original Term

Lender or GBF Lender (as applicable).

6.

This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the

counterparts were on a single copy of this Transfer

Certificate.

7.

This

Transfer

Certificate

and

any

non-contractual

obligations

arising

out

of

or

in

connection

with

it

are

governed

by

South

African law.

8.

This Transfer Certificate has been entered

into on the date stated at the beginning of this Transfer Certificate.

[

EXISTING LENDER

]

By:

[

NEW LENDER

]

By:

[

FACILITY AGENT

]

By:

107

As Facility Agent and for and on behalf of each of the

parties to the Facilities Agreement (other than the Existing Lender and

the New

Lender).

Note:

The execution

of this Transfer Certificate may

not transfer

a proportionate share of

the Existing

Lender's interest

in the

Transaction

Security in

all jurisdictions.

It is the

responsibility of

the New

Lender to

ascertain whether

any

other

documents

or

other

formalities

are

required

to

perfect

a

transfer

of

such

a

share

in

the

Existing

Lender's Transaction

Security

in any

jurisdiction and,

if so,

to arrange

for execution

of those

documents

and

completion of those formalities.

108

THE SCHEDULE

Commitment/rights and obligations to be transferred

[insert relevant details]

[address, fax number and attention details for notices and account

details for payments,]

[Existing Lender]

[New Lender]

By:

By:

This

Agreement

is

accepted

as

a

Transfer

Certificate

for

the

purposes

of

the

Facilities

Agreement

by

the

Facility

Agent,

and

the

Transfer Date is confirmed as [

●

].

[Facility Agent]

By:

109

SCHEDULE 6

FORM OF ACCESSION LETTER

Part I: Accession Letter - Additional Guarantor

To:

[

●

] as Facility Agent (the

Facility Agent

)

From:

[

Subsidiary

] and Cash Connect Management Solutions Proprietary Limited

[●], 20[●]

Dear Sirs

CASH CONNECT MANAGEMENT SOLUTIONS PROPRIETARY

LIMITED

Facilities Agreement dated [●], 2022

(the Facilities Agreement)

1.

We refer to:

24.1

the Facilities Agreement;

24.2

[the Subordination Agreement]; and

24.3

the

pledge

and

cession

in

security

dated

[●],

2022

between,

amongst

others,

Cash

Connect

Management

Solutions

Proprietary Limited (as original cedent) and the Lender (the

Obligor Pledge and Cession

).

25.

This letter (the

Accession Letter

) shall take effect as an Accession Letter for the purposes

of the Facilities Agreement, and the

Obligor Pledge and Cession.

26.

Terms defined

in the Facilities Agreement have the

same meaning in this Accession Letter unless

given a different meaning

in

this Accession Letter.

27.

With effect from the date of this Accession

Letter:

27.1

[

Subsidiary

] agrees to become an Additional Guarantor and to be bound by the terms of:

27.1.1

the

Facilities

Agreement

and

the

other

Finance

Documents

as

an

Additional

Guarantor

pursuant

to

clause

26.2

(

Additional Guarantors

) of the Facilities Agreement;

27.1.2

the Obligor Pledge

and Cession as

an Additional Cedent

pursuant to clause

[19] (Additional Cedents)

of the Obligor

Pledge and Cession; and

27.1.3

[the

Subordination

Agreement

as

an

Additional

Subordinated

Creditor

and

an

Additional

Intergroup

Debtor

pursuant to

clause [15] (Additional

Subordinated Creditor

or Additional

Intergroup Debtor)

of the Subordination

Agreement;]

27.2

[

Subsidiary

] pledges

to

the Finance

Parties

all its

Shares and

cedes

in securitatem

debiti

to

the Finance

Parties

all its

Secured Property

(under and

as defined

in the

Obligor Pledge

and Cession),

in each

case individually

and collectively

with all

the other

Secured Property,

as continuing

general covering

collateral security

for the

due, proper

and timeous

payment and performance in full of

all the Secured Obligations (under and as

defined in the Obligor Pledge and Cession),

on the terms set out in this Accession Letter (as read with the Obligor Pledge and Cession), which pledge and cession the

Finance Parties accept; and

27.3

the Obligor Pledge

and Cession will be

read and construed

for all purposes as

if [

Subsidiary

] had been

an original party

to the Obligor Pledge and Cession in the capacity of a "Cedent" (but so that the Security created by this accession will be

created on the date of this Accession Letter).

110

28.

For purposes of the Obligor

Pledge and Cession, any

reference to "Secured Property"

will include a reference

to the following

assets of [

Subsidiary

]:

[

insert details of Secured Property

]

29.

[

Subsidiary

] is a company duly incorporated under the laws

of [

name of relevant jurisdiction

] and is a limited liability company

with registration number [

●

].

30.

[

Subsidiary's

] administrative details for the purposes of the Finance Documents are as follows:

Address:

Email:

Fax:

Attention:

9.

[

Subsidiary

] consents to the

appointment of the Borrower

to act on its

behalf as agent

in relation to the

Finance Documents in

accordance with clause

2.4.1

of the Facilities Agreement.

10.

This

Accession

Letter

may

be

executed

in

any

number

of counterparts.

This

has

the

same

effect

as if

the

signatures

on

the

counterparts were on a single copy of this Accession Letter.

11.

This Accession Letter and any non-contractual obligations arising out of or in

connection with it are governed by South African

law.

For and on behalf of:

[Subsidiary]

For and on behalf of:

Cash Connect Management Solutions

Proprietary Limited

Name:

Name:

Office:

Office:

(who warrants his authority)

(who warrants his authority)

Accepted by the Facility Agent:

For and on behalf of:

[Facility Agent]

For and on behalf of:

[Facility Agent]

Name:

Name:

Office:

Office:

(who warrants his authority)

(who warrants his authority)

111

SCHEDULE 7

FORM OF COMPLIANCE CERTIFICATE

To:

[

●

] (as Facility Agent)

From:

Cash Connect Management Solutions Proprietary Limited (as Borrower

)

[●], 20[●]

Dear Sirs

CASH CONNECT MANAGEMENT SOLUTIONS PROPRIETARY

LIMITED

Facilities Agreement dated [●], 2022

(the Facilities Agreement)

1.

We

refer to

the Facilities

Agreement.

This is

a Compliance

Certificate.

Terms

defined in

the Facilities

Agreement have

the

same meaning when used in this Compliance Certificate unless given a different

meaning in this Compliance Certificate.

2.

We confirm that as at [relevant testing date] the following

financial ratios referred to in clause

22.2

(

Financial condition

) of the

Facilities Agreement were at the levels set out below:

Financial covenant ratio

As calculated

Required

Compliance Y/N

Debt Service Cover

Interest Cover

Leverage Ratio

[Insert details of covenants to be certified].

3.

We set out below

calculations establishing the figures in paragraph

2:

[●]

4.

[We confirm

that no Default is continuing.]*

Signed

…………………..

……………………..

Director

Director

Cash Connect Management Solutions

Proprietary Limited

Cash Connect Management Solutions

Proprietary Limited

NOTES:

*

If this statement cannot be made, the certificate should identify

any Default that is continuing and the steps, if

any, being taken to remedy it.

112

SCHEDULE 8

FORM OF EQUITY CURE NOTICE

To:

[

●

] (as Facility Agent)

From:

Cash Connect Management Solutions Proprietary Limited (as Borrower

)

Dated:

Dear Sirs

CASH CONNECT MANAGEMENT SOLUTIONS PROPRIETARY

LIMITED

Facilities Agreement dated [●], 2022

(the Facilities Agreement)

1.

We refer to the Facilities Agreement.

This is an Equity Cure Notice.

Terms defined in the Facilities Agreement

have the same

meaning when used in this Equity Cure Notice unless given a different

meaning in this Equity Cure Notice.

2.

We propose

raising a Cure Amount as follows:

2.1

Quantum of Cure Amount:

ZAR[●]

2.2

Date of payment:

[●], 20[●]

3.

We confirm

that as at [relevant testing date]:

3.1

the financial covenants, before taking

account of the Cure Amount specified

above, were at the levels set

out in Column

3 of the table below;

3.2

the financial covenants, after taking account of the Cure Amount specified above, are at the levels set out in Column 4 of

the table below:

Financial covenant ratio

Required

As Calculated

(before Cure Amount)

As Calculated

(after Cure Amount)

[Column 1]

[Column 2]

[Column 3]

[Column 4]

Debt Service Cover

[●]:1

[●]:1

[●]:1

Interest Cover

[●]:1

[●]:1

[●]:1

Leverage Ratio

[●]:1

[●]:1

[●]:1

4.

We set out below

calculations establishing the figures in paragraphs 3 and 4 above:

[●]

5.

[We confirm

that no Default is continuing.]*

Signed

…………………..

……………………..

Director

Director

Cash Connect Management Solutions

Proprietary Limited

Cash Connect Management Solutions

Proprietary Limited

113

NOTES:

*

If this statement cannot be made, the certificate should identify

any Default that is continuing and the steps, if

any, being taken to remedy it.

114

SCHEDULE 9

TRANSACTION SECURITY

1.

The Borrower shall enter into security documents with the Finance Parties, or other

Finance Party indicated below, to establish

the Security set

out below over

the assets described

below (except to

the extent that

any such asset

is expressly excluded

by a

Transaction Security Document from the Security

created under that agreement):

1.1

a pledge and cession

in securitatem debiti

of all the shares, securities and other ownership interests it holds, from time to

time, together with all its debt claims (on shareholder loan account or otherwise)

against any such person;

1.2

a cession

in securitatem

debiti

of all

its present

and future

claims, from

time to

time, against

any person

(including its

trade debtors);

1.3

a cession

in securitatem debiti

of all its rights

and claims in respect of

bank accounts (including all cash

balances standing

to the credit

of those bank accounts), from time to time;

1.4

a cession

in securitatem debiti

of all insurances taken out by or for the benefit of the Borrower, from time to time, and all

the proceeds receivable under those insurances at any time;

2.

Each Obligor

(other than

the Borrower

)

shall enter

into security

documents with

the Finance

Parties, or

other Finance

Party

indicated below, to establish the Security set out below over the assets described below (except to the extent that any such asset

is expressly excluded by a Transaction Security

Document from the Security created under that agreement):

2.1

a pledge and cession

in securitatem debiti

of all the shares, securities and other ownership interests it holds, from time to

time,

(other

than

those

in

any

subsidiary

of

Main

Street

1723)

together

with

all

its

debt

claims

(on

shareholder

loan

account or otherwise) against any such person;

2.2

a cession

in securitatem

debiti

of all

its present

and future

claims, from

time to

time, against

any person

(including its

trade debtors);

2.3

a cession

in securitatem debiti

of all its rights

and claims in respect of

bank accounts (including all cash

balances standing

to the credit of those bank accounts), from time to time;

2.4

a cession

in securitatem debiti

of all insurances taken out by or

for the benefit of that Obligor,

from time to time, and all

the proceeds receivable under those insurances at any time;

2.5

general notarial bonds over the movable assets of Cash Connect Rentals, Deposit Manager

and Main Street 1723.

3.

Net1, Luxanio and Ovobix, being the shareholders of the Borrower immediately after the Acquisition,

shall enter into a limited

recourse second ranking pledge and cession

in securitatem debiti

with the Finance Parties with effect from the Acquisition Date

over all

the shares,

securities and

other ownership

interests it

holds, from

time to

time, in

the Borrower

and K2021,

together

with all its debt claims (on shareholder loan account or otherwise) against the Borrower

and K2021.

115

SCHEDULE 10

ACCEPTABLE LENDERS

1.

SA BANKS

Absa Bank Limited

The Standard Bank of South Africa Limited

Investec Bank Limited

FirstRand Limited

Nedbank Group Limited

2.

FINANCIAL INSTITUTIONS

Aluwani Capital Partners Proprietary Limited

Liberty Group Limited

Momentum Metropolitan Holdings Limited

Momentum Metropolitan Life Limited

Old Mutual Life Assurance Company (South Africa) Limited

Old Mutual Limited

Old Mutual Specialised Finance Proprietary Limited

Futuregrowth Limited

Ninety-One SA Proprietary Limited

Stanlib Limited

Ashburton Fund Managers (Pty) Ltd

3.

AFFILIATES

Any affiliate, subsidiary or holding company of the banks and financial institutions listed in this Appendix, and any fund

or entity managed by any of them or any of their affiliates

116

SCHEDULE 11

DISCLOSURE SCHEDULE

117

CLAUSE NO

CLAUSE NAME

DISCLOSURE

20.14

No proceedings

CCMS received a summons (Case no.:26360/2015) from GJ Attorneys on behalf of Mosotlale Kildare Clothing (Pty) Limited (

Mosotlale

) on 14

December 2015. Mosotlale is claiming an amount of R221,000 together with costs and interest capitalised at 9% per annum. CCMS is defending the

action and claim. No correspondence has been received from Mosotlale since 28 January 2016. The summons and correspondence have been provided

to the Purchaser and included in the Virtual Data Room.

CCMS received a letter from the Breytenbach Mavuso Inc on behalf of Prestprops 1265 CC on 10 August 2021 claiming a suspected breach of

contract. The letter received and all further correspondence has been included in the Virtual Data Room. No value has been indicated

Xavier Bapoo (

Bapoo

) lodged an application with the Labour Court of (Case no.:J3006/17) on 11 September 2018 for what he termed was a

constructive dismissal, after having failed to meet his sales commission targets. Bapoo was claiming an amount of R45,000 related his salary for

November 2017 to January 2018. The application was defended and no further correspondence has been received. Bapoo’s previous attorney

(Kirchmanns Inc.) has withdrawn from the matter effective 6 July 2021 and no new attorney has been appointed.

Main Street 1723 was notified on 13 May 2021 of a CCMA arbitration hearing (scheduled for 14 July 2021) in respect of an ‘Equal pay for work of

equal value - Arbitrary ground’ case brought by Shosholoza Workers Union of South Africa (

Showusa

) on behalf of current employee, Amanda

Mqanda. The hearing was postponed until 10 November 2021 for the Commissioner to have the Main Street 1723 manager present at the hearing.

20.18

Anti-corruption

Confirmed that all businesses are in compliance with applicable anti-corruption laws. There are no formal documented policies in place at present.

118

20.19

Security and

Financial

Indebtedness

Absa Bank Limited, to be repaid on the first Utilisation Date

Borrower

Lender

Facility Description

Facility Limit

CCMS

Absa Bank Limited

Facility A

ZAR182,812,000

CCMS

Absa Bank Limited

Facility B

ZAR275,000,000

CCMS

Absa Bank Limited

Facility C

ZAR215,000,000

CCMS

Absa Bank Limited

Overdraft Facility

ZAR125,000,000

CCMS

Absa Bank Limited

Guarantee

ZAR205,777

CCMS

Absa Bank Limited

Guarantee

ZAR345,000

Main Street 1723

Absa Bank Limited

Guarantee

ZAR530,716

Main Street 1723

Absa Bank Limited

Guarantee

ZAR200,000

Main Street 1723

Absa Bank Limited

Corporate Cards

ZAR100,000

Main Street 1723

Absa Bank Limited

Trading Limits

ZAR5,000,000

Main Street 1723

Absa Bank Limited

Trading Limits

ZAR2,000,000

Main Street 1723

Absa Bank Limited

Trading Limits

ZAR5,000,000

Main Street 1723 and Cash

Connect Rentals

Absa Bank Limited

Asset Finance Facility

ZAR55,000,000

FirstRand Bank Limited (acting through its Wesbank division)

The Wesbank instalment sale agreements dated 13 March, 2017 (in respect of Volkswagen

Caddy with engine number CLC154426 with a cash price

of R299,752.39) and 14 March, 2017 (in respect of Volkswagen

Caddy with engine number CLC153944 with a cash price of R274,326.39).

Borrower

Lender

Facility Description

Facility Limit

CCMS

FirstRand Bank Limited

Corporate Cards

ZAR822,721

Main Street 1723

FirstRand Bank Limited

Guarantee

ZAR2,573,947

Main Street 1723

FirstRand Bank Limited

Corporate Cards

ZAR200,000

Main Street 1723

FirstRand Bank Limited

Corporate Cards

R250,000

Credit cards and petrol cards held with RMB. See the listing of guarantees in 23.19 below

20.19

Security and

Financial

Indebtedness

Guarantee and Security has been provided to Absa Bank Limited in terms of the CTA and Commercial Asset Facility.

119

23.18

Loans or credit

Main Street 1723 – deposit advance and merchant advance product disclosed

Cash Connect Capital – short term loans (same as K2020)

There are inter-group loans between Cash Connect Management Solutions and the following:

●

Cash Connect Capital

●

Cash Connect Rentals

●

Deposit Manager

●

Main Street 1723

There are inter-group loans between Main Street 1723 and the following:

●

Kazang Prepaid Proprietary Limited

●

Sandulela Technology Proprietary Limited

There are inter-company loans between Ovobix and Luxanio and their respective shareholders that will be purchased by Net 1.

Loan from CCMS to Net1 for R350m disclosed

23.19

No guarantees or

indemnities

Existing guarantee in place between CCMS and K2020 which RMB requested for their funding is disclosed

●

Lease

demand

guarantee

in

the

amount

of

R205,777

entered

into

between

FirstRand

Bank

Limited

(as

guarantor),

CCMS

(as

applicant)

and

Accelerate Property

Fund (Proprietary)

Limited

(as beneficiary)

(

Accelerate

) on

or

about

6

December 2017

in respect

of

the

lease agreement

entered into between CCMS (as lessee) and Accelerate in respect of offices situated at 17th Floor, Portside, 4 Bree Street, Cape Town, 8001.

●

Lease

demand

guarantee

in

the

amount

of

R345,000

entered

into

between

FirstRand

Bank

Limited

(as

guarantor),

CCMS

(as

applicant)

and

Chandolin Investments

(Proprietary) Limited

(as beneficiary)

(

Chandolin

) on

or about

5 August

2016 in

respect of

the lease agreement

entered

into between CCMS (as lessee) and Chandolin in respect of the premises situated at 4 Harris Road, Sandton, 2196.

●

Performance demand guarantee in the amount R200,000 with Syntell, Main Street 1723 and ABSA (as

guarantor), Main Street 1723 (as applicant)

and Syntell Proprietary Limited (as beneficiary)

(

Syntell

) in respect of Main

Street 1723's obligations under a contract

between Main Street 1723

and Syntell in respect of the payment of funds due to Syntell.

●

Lease demand guarantee

in the

amount of R530,715.72

entered into

between ABSA (as

guarantor), Main Street

1723 (as applicant)

and Fundamental

Holdings Proprietary Limited

(as beneficiary) (

Fundamental Holdings

) on or

about 30 July

2018 in respect

of the

lease agreement entered

into

between

Main

Street 1723

(as

lessee) and

Fundamental

Holdings

in

respect

of

Erf

Sable

Square, c/o

Bosmansdam

Road

and

Ratanga

Roads,

Milnerton Cape Town.

●

Sandulela Technology

was required

to provide

the City

of Cape

Town

with a

guarantee/performance security

in the

amount of

R2,573,946.76

(

Sandulela Guarantee

) as a condition to the tender contract.

Sandulela Technology approached FirstRand Bank Limited (acting through its RMB

Corporate Banking division) (

RMB

) to provide the City of Cape Town with the Sandulela Guarantee and RMB simultaneously required Sandulela

Technology to provide security or obtain a third party indemnity to indemnify RMB against the Sandulela Guarantee.

Accordingly:

Main Street 1723 (as holder of 49% of the shares

in Sandulela Technology) provided

a third party indemnity to RMB in respect of the Sandulela

Guarantee (the

Main Street 1723 Indemnity

); and

Nkululeko Ntsikelelo Mvulana indemnified

Main Street 1723

against payment to RMB

under the Main Street

1723 Indemnity for

an amount in

excess

of

the

pro

rata

shareholding

ratio

(as

required

under

the

shareholders

agreement

in

respect

of

Sandulela

Technology)

(the

Mvulana

Indemnity

).

1

SIGNATURE PAGE

THE BORROWER

/s/ Steven J Heilbron

For and on behalf of:

Cash Connect Management Solutions

Proprietary Limited

For and on behalf of:

Cash Connect Management Solutions

Proprietary Limited

Name:

Steven J. Heilbron

Name:

Office:

Director

Office:

(who warrants his authority)

(who warrants his authority)

2

SIGNATURE PAGE

THE GUARANTORS

/s/ Steven J Heilbron

For and on behalf of:

Cash Connect Rentals Proprietary Limited

For and on behalf of:

Cash Connect Rentals Proprietary Limited

Name:

Steven J. Heilbron

Name:

Office:

Director

Office:

(who warrants his authority)

(who warrants his authority)

3

SIGNATURE PAGE

THE GUARANTORS

/s/ Steven J Heilbron

For and on behalf of:

Deposit Manager Proprietary Limited

For and on behalf of:

Deposit Manager Proprietary Limited

Name:

Steven J. Heilbron

Name:

Office:

Director

Office:

(who warrants his authority)

(who warrants his authority)

4

SIGNATURE PAGE

THE GUARANTORS

/s/ Steven J Heilbron

For and on behalf of:

Cash Connect Capital Proprietary Limited

For and on behalf of:

Cash Connect Capital Proprietary Limited

Name:

Steven J. Heilbron

Name:

Office:

Director

Office:

(who warrants his authority)

(who warrants his authority)

5

SIGNATURE PAGE

THE GUARANTORS

/s/ Steven J Heilbron

For and on behalf of:

Main Street 1723 Proprietary Limited

For and on behalf of:

Main Street 1723 Proprietary Limited

Name:

Steven J. Heilbron

Name:

Office:

Director

Office:

(who warrants his authority)

(who warrants his authority)

6

SIGNATURE PAGE

THE GUARANTORS

/s/ Steven J Heilbron

For and on behalf of:

K2021477132 (South Africa) Proprietary

Limited

For and on behalf of:

K2021477132 (South Africa) Proprietary

Limited

Name:

Steven J. Heilbron

Name:

Office:

Director

Office:

(who warrants his authority)

(who warrants his authority)

7

SIGNATURE PAGE

THE GUARANTORS

/s/ Steven J Heilbron

For and on behalf of:

K2020263969 (South Africa) Proprietary

Limited

For and on behalf of:

K2020263969 (South Africa) Proprietary

Limited

Name:

Steven J. Heilbron

Name:

Office:

Director

Office:

(who warrants his authority)

(who warrants his authority)

8

SIGNATURE PAGE

THE ARRANGER

/s/ Kedy Mazibuko

/s/ Kayleigh Spurway

For and on behalf of:

FirstRand Bank Limited (acting through its

Rand Merchant Bank division)

For and on behalf of:

FirstRand Bank Limited (acting through its

Rand Merchant Bank division)

Name:

Kedy Mazibuko

Name:

Kayleigh Spurway

Office:

Authorised

Office:

Authorised

(who warrants his authority)

(who warrants his authority)

9

SIGNATURE PAGE

THE FACILITY AGENT

/s/ Kedy Mazibuko

/s/ Kayleigh Spurway

For and on behalf of:

FirstRand Bank Limited (acting through its

Rand Merchant Bank division)

For and on behalf of:

FirstRand Bank Limited (acting through its

Rand Merchant Bank division)

Name:

Kedy Mazibuko

Name:

Kayleigh Spurway

Office:

Authorised

Office:

Authorised

(who warrants his authority)

(who warrants his authority)

10

SIGNATURE PAGE

THE ORIGINAL TERM LENDER\

/s/ Kedy Mazibuko

/s/ Kayleigh Spurway

For and on behalf of:

FirstRand Bank Limited (acting through its

Rand Merchant Bank division)

For and on behalf of:

FirstRand Bank Limited (acting through its

Rand Merchant Bank division)

Name:

Kedy Mazibuko

Name:

Kayleigh Spurway

Office:

Authorised

Office:

Authorised

(who warrants his authority)

(who warrants his authority)

11

SIGNATURE PAGE

THE GBF LENDER

/s/ Walley Laurens

/s/ Gerard Jagga

For and on behalf of:

FirstRand Bank Limited (acting through its

Rand Merchant Bank division)

For and on behalf of:

FirstRand Bank Limited (acting through its

Rand Merchant Bank division)

Name:

Wally Laurens

Name:

Gerard Jagga

Office:

Authorised

Office:

Authorised

(who warrants his authority)

(who warrants his authority)

ex1056

1

To:

CASH CONNECT MANAGEMENT SOLUTIONS PROPRIETARY

LIMITED

4 Harris Road

Sandton

Johannesburg

Gauteng, 2196

Email:

XXX

Attention:

Steven Heilbron

From:

FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT

BANK DIVISION)

(in its

capacity as Facility Agent under the Facilities Agreement (defined below))

22 March,

2022

Dear Sirs,

CASH CONNECT MANAGEMENT SOLUTIONS PROPRIETARY

LIMITED

FACILITIES AGREEMENT

1.

BACKGROUND

1.1

We refer to:

1.1.1

the facilities agreement

dated on or about

24 January, 2022

between, amongst others,

Cash Connect Management

Solutions

Proprietary

Limited

(the

Company

)

and

FirstRand

Bank

Limited

(acting

through

its

Rand

Merchant

Bank division)

(as original

term lender,

mandated lead

arranger,

general banking

facilities lender

and the facility

agent)

(the

Facilities Agreement

);

1.1.2

the

general

banking

facility

agreement

dated

on

or

about

25 January,

2022

between,

amongst

others,

the

Company and FirstRand Bank (acting through its Rand Merchant Bank division)

(the

GBF Agreement

),

(the Facilities Agreement and GBF Agreement, each a

Relevant Finance Document

)

1.2

This letter is supplemental

to and amends

the Facilities Agreement

pursuant to clause 36 (Amendments

and waivers) of

the Facilities Agreement and clause 17 (Miscellaneous) of the GBF Agreement.

2.

INTERPRETATION

2.1

Capitalised terms

defined in

the Facilities

Agreement have

the same

meaning when

used in

this letter

unless expressly

defined in this letter.

2.2

The provisions

of clause

1.2 (Construction)

of the

Facilities Agreement

apply to

this letter

as though

they were

set out

in full in this letter except that references to the Facilities Agreement are to be construed

as references to this letter.

2.3

In this letter,

Effective Date

means the date on which this letter has been signed by all Parties to it.

3.

AMENDMENTS

3.1

Each

Relevant

Finance

Document

will

be

amended

on

and

with

effect

from

the

Effective

Date

in

accordance

with

paragraph

0

below.

The Facilities Agreement will be amended as follows:

3.1.1

clause

1.1.110

(Definitions)

of

the

Facilities

Agreement

will

be

deleted

in

its

entirety

and

replaced

with

the

following new clause 1.1.110:

"1.1.110

Original GBF Commitment

means ZAR205,000,000

from the

Closing Date and

R125,000,000 from

the date occurring one year and one day from

the date of this Agreement."

2

3.1.2

clause

1.1.151

(Definitions)

of

the

Facilities

Agreement

will

be

deleted

in

its

entirety

and

replaced

with

the

following new clause 1.1.151:

"

1.1.151

Total

Commitments

means the aggregate of:

(a)

the Total

Facility A Commitments;

(b)

the Total

Facility B Commitments;

(c)

the Total

GBF Commitments,

being ZAR1,380,000,000 at the date of this Agreement.

"

3.1.3

clause

1.1.154

(Definitions)

of

the

Facilities

Agreement

will

be

deleted

in

its

entirety

and

replaced

with

the

following new clause 1.1.154:

"1.1.154

Total

GBF

Commitments

means

the

aggregate

of

the

GBF

Commitments,

being

ZAR205,000,000

from the

Closing Date and

ZAR125,000,000 from

the date occurring

one year and

one day from

the

date of this Agreement."

3.1.4

clause 13 (

Non-refundable Structuring

fee

) of the Facilities Agreement

will be deleted in its entirety

and replaced

with the following new clause 13:

"13.1

Non-refundable Structuring fee

13.1.1

The

Borrower

shall

pay

to

the

Lender,

a

non-refundable

structuring

fee

in

an

amount

equal

to

ZAR4,800,000 (excluding VAT)

(the

Non-refundable Structuring Fee

).

13.1.2

On

the

Closing

Date,

the

Non-refundable

Structuring

Fee

shall

accrue

in

full,

be

capitalised

to

Facility A and

increase the

Facility A Commitment by

the amount of

the Non-refundable

Structuring

Fee.

13.1.4

All fees

due

and

payable

to the

Lender under

this Clause

13.1,

once paid,

are

non-refundable

and

will

not

discharge

any

other

obligations

to

pay

any

fees

or

other

amount

due

under

the

Finance

Documents."

3.1.5

clause 22.1.3

(Financial Definitions)

of the

Facilities Agreement

will be

deleted in

its entirety

and replaced

with

the following new clause 22.1.3:

22.1.3

Cashflow

means,

in

respect

of

any

Measurement

Period,

Consolidated

EBITDA

for

that

Measurement Period after:

(a)

adding

the

amount

of

any

decrease

(and

deducting

the

amount

of

any

increase)

in

Working

Capital

for

that

Measurement

Period

(save

for

any

decrease

or

increase

in

relation

to

activities where the Covenant Group

acted as agent);

(b)

adding

the

amount

of

any

cash

receipts

(and

deducting

the

amount

of

any

cash

payments)

during that Measurement Period in

respect of any Exceptional Items not already

taken account

of in calculating Consolidated EBITDA for any Measurement

Period (other than, in the case of

cash receipts, Relevant Proceeds);

(c)

adding the amount

of any cash receipts

during that Measurement

Period in respect

of any Tax

rebates

or

credits

and

deducting

the

amount

actually

paid

or

due

and

payable

in

respect

of

Taxes during

that Measurement Period by any member

of the Covenant Group;

(d)

adding (to the extent

not already taken

into account in determining

Consolidated EBITDA) the

amount

of any

dividends

or

other profit

distributions

received

in

cash

by any

member

of the

Group

during

that

Measurement

Period

from

any

entity

which

is

itself

not

a

member

of

the

Group

and

deducting

(to

the

extent

not

already

deducted

in

determining

Consolidated

3

EBITDA)

the

amount

of

any

dividends

paid

in

cash

during

the

Measurement

Period

to

minority shareholders in members of the Group;

(e)

adding

the

amount

of

any

increase

in

provisions,

other

non-cash

debits

and

other

non-cash

charges (which are

not Current Assets or

Current Liabilities)

and deducting the amount of any

non-cash

credits

(which

are

not

Current

Assets

or

Current

Liabilities)

in

each

case

to

the

extent taken into account in establishing Consolidated EBITDA;

(f)

deducting 25

per cent.

of the

amount of

any Capital

Expenditure

actually made

(or due

to be

made)

in

cash

for

the

purposes

of

maintenance

during

that

Measurement

Period

by

any

member of the Covenant Group:

(h)

deducting the amount of any trade payable in relation

to any Excess Inventory;

(i)

adding

the

amount

of

any

trade

payable

in

relation

to

any

Excess

Inventory

as

calculated at the beginning of the Measurement Period,

and so that no amount shall be added (or deducted) more

than once.

3.1.6

clause

22.2.3

(Leverage

Ratio)

of

the

Facilities Agreement

will be

deleted

in

its entirety

and

replaced

with

the

following new clause 22.2.3:

"22.2.3

Leverage Ratio:

The

Obligors

shall

ensure

that

the

Leverage

Ratio

for

any

Measurement

Period

shall

not

be

more

than the ratio set out in column 2 below opposite that Measurement Period:

Measurement Period

Ratio

[Column 1]

[Column 2]

Closing Date

4.00 : 1

Each Measurement Period ending before or on 31 December, 2022:

3.75 : 1

Thereafter, each Measurement Period ending before or on 31 December,

2023:

3.25 : 1

Thereafter, each Measurement Period ending before or on 31 December,

2024:

2.75 : 1

Thereafter, each Measurement Period ending before or on 31 December,

2025:

2.50 : 1

Thereafter, each Measurement Period ending before or on 31 December,

2026:

2.25 : 1

3.2

The GBF Agreement will be amended as follows:

3.2.1

inserting a new clause 1.9 after the existing clause 1.8:

"

1.9.

Short Term Direct

Borrower: Cash Connect Management Solutions

(Pty) Ltd

Facility Amount: ZAR80,000,000 (eighty million Rand)

Utilisation: General Banking Products.

Term of Facility:

12 months and 1 day

."

4

4.

REPRESENTATIONS

Each Obligor

confirms to

each Finance

Party that

on the

date of

this letter

and on

the Effective

Date, all

the representations

and warranties set out in clause 20 of the Facilities Agreement:

4.1

are true; and

4.2

would also be

true if references

to the Facilities

Agreement were construed

as references to

the Facilities Agreement

as

amended by this letter.

Each representation and warranty is applied to the circumstances existing

at the time the representation and warranty is made.

5.

GUARANTEE AND SECURITY CONFIRMATION

5.1

Each

Guarantor

confirms

that,

notwithstanding

the

amendments

to

the

Relevant

Finance

Documents

effected

by

this

letter,

the guarantee

and indemnity

given under

the Facilities

Agreement continues

in full

force and

effect and

extends

to,

and

operates

as

an

effective

unconditional

guarantee

of

all

present

and

future

obligations

and

liabilities

of

each

Obligor under the Finance Documents.

5.2

Each Obligor confirms that, notwithstanding the amendments to the

Relevant Finance Documents effected

by this letter,

the liabilities and

obligations arising

under the

Facilities Agreement,

as amended, shall

form part of

(but not be

limited

to) the

Security created

under the

Security

Agreements to

which

that Obligor

is party

to secure

any obligation

of any

Obligor to a Finance Party under the Finance Documents.

6.

MISCELLANEOUS

6.1

This letter is a Finance Document.

6.2

From the Effective Date, each Relevant Finance Document

and this letter will be read and construed as one document.

6.3

Except

as

expressly

otherwise

provided

in

this

letter,

no

amendment,

variation

or

change

is

made

to

any

Finance

Document and all the Finance Documents remain in full force and effect

in accordance with their terms.

6.4

Except to the extent expressly waived in this letter,

no waiver of any provision of any Finance Document is given by

the

terms of this letter

and the Finance

Parties expressly reserve

all their rights

and remedies in

respect of any

breach of, or

other Default under, the Finance Documents.

7.

COUNTERPARTS

This letter may

be executed in

any number of

counterparts, each of

which when executed

shall constitute a

duplicate original,

but all the counterparts

together shall constitute

one letter.

Delivery of an

executed scanned counterpart

of a signature

page of

this letter by e-mail shall be effective as delivery of an original

executed counterpart hereof.

8.

GOVERNING LAW

This letter is governed by the laws of South Africa.

If you agree to the above, please sign where indicated below.

Yours

sincerely,

FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT

BANK DIVISION)

(in its capacity as Facility Agent)

By:

/s/ Wade Cresswell

/s/ Kedi Mazibuko

_____________________________

_____________________________

Name

:

Wade Cresswell

Name

:

Kedi Mazibuko

5

Date

:

March 22, 2022

Date

:

March 22, 2022

6

We agree to the

above.

CASH CONNECT MANAGEMENT SOLUTIONS PROPRIETARY

LIMITED

By:

_/s/ Steven J. Heilbron____________________________

(who warrants his authority)

Name

:

_Steven J. Heilbron_____________________

Date

:

_March 16, 2022_____________________

CASH CONNECT RENTALS

PROPRIETARY

LIMITED

By:

_/s/ Steven J. Heilbron ____________________________

(who warrants his authority)

Name

:

_Steven J. Heilbron_____________________

Date

:

_March 16, 2022_____________________

DEPOSIT MANAGER PROPRIETARY

LIMITED

By:

_/s/ Steven J. Heilbron ____________________________

(who warrants his authority)

Name

:

_Steven J. Heilbron_____________________

Date

:

_March 16, 2022_____________________

CASH CONNECT CAPITAL

PROPRIETARY

LIMITED

7

By:

_/s/ Steven J. Heilbron ____________________________

(who warrants his authority)

Name

:

_Steven J. Heilbron_____________________

Date

:

_March 16, 2022_____________________

MAIN STREET 1723 (SOUTH AFRICA) PROPRIETARY

LIMITED

By:

_/s/ Steven J. Heilbron ____________________________

(who warrants his authority)

Name

:

_Steven J. Heilbron_____________________

Date

:

_March 16, 2022_____________________

K2021477132 (SOUTH AFRICA) PROPRIETARY

LIMITED

By:

__/s/ Steven J. Heilbron ___________________________

(who warrants his authority)

Name

:

_Steven J. Heilbron_____________________

Date

:

_March 16, 2022_____________________

K2020263969 (SOUTH AFRICA) PROPRIETARY

LIMITED

By:

__/s/ Steven J. Heilbron ___________________________

8

(who warrants his authority)

Name

:

_Steven J. Heilbron_____________________

Date

:

_18/3/2022_____________________

ex1057

1

To:

CASH CONNECT MANAGEMENT SOLUTIONS PROPRIETARY

LIMITED

4 Harris Road

Sandton

Johannesburg

Gauteng, 2196

Email:

XXX

Attention:

Steven Heilbron

From:

FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT

BANK DIVISION)

(in its

capacity as Facility Agent under the Facilities Agreement (defined below))

12 April,

2022

Dear Sirs,

CASH CONNECT MANAGEMENT SOLUTIONS PROPRIETARY

LIMITED

FACILITIES AGREEMENT

1.

BACKGROUND

1.1

We

refer

to

the

facilities

agreement

dated

on

or

about

24 January,

2022

between,

amongst

others,

Cash

Connect

Management

Solutions

Proprietary

Limited

(the

Company

)

and

FirstRand

Bank

Limited

(acting

through

its

Rand

Merchant

Bank

division)

(as

original

term

lender,

mandated

lead

arranger,

general

banking

facilities

lender

and

the

facility agent) as amended by an amendment letter dated 22 March,

2022 (the

Facilities Agreement

):

1.2

This letter is supplemental

to and amends

the Facilities Agreement

pursuant to clause 36 (Amendments

and waivers) of

the Facilities Agreement.

2.

INTERPRETATION

2.1

Capitalised terms

defined in

the Facilities

Agreement have

the same

meaning when

used in

this letter

unless expressly

defined in this letter.

2.2

The provisions

of clause

1.2 (Construction)

of the

Facilities Agreement

apply to

this letter

as though

they were

set out

in full in this letter except that references to the Facilities Agreement are to be construed

as references to this letter.

2.3

In this letter,

Effective Date

means the date on which this letter has been signed by all Parties to it.

3.

AMENDMENTS

The

Facilities Agreement

will be

amended by

deleting

clause 1.1.14

(Definitions)

of the

Facilities Agreement

in its

entirety

and replaced with the following new clause 1.1.14:

"1.1.14

Availability

Period

means, in relation

to a Term

Facility,

the period from

and including

the Closing Date

to and

including 6 May, 2022."

4.

REINSTATEMENT

OF COMMITMENT

The

Parties

agree

that

any

part

of

any

Commitments

which

were

cancelled

pursuant

to

the

provisions

of

the

Facilities

Agreement is reinstated on the Effective Date.

5.

REPRESENTATIONS

Each Obligor

confirms to

each Finance

Party that

on the

date of

this letter

and on

the Effective

Date, all

the representations

and warranties set out in clause 20 of the Facilities Agreement:

5.1

are true; and

2

5.2

would also be

true if references

to the Facilities

Agreement were construed

as references to

the Facilities Agreement

as

amended by this letter.

Each representation and warranty is applied to the circumstances existing

at the time the representation and warranty is made.

6.

GUARANTEE AND SECURITY CONFIRMATION

6.1

Each Guarantor

confirms that,

notwithstanding

the amendments

to the

Facilities Agreement

effected

by this

letter,

the

guarantee

and

indemnity

given

under

the

Facilities

Agreement

continues

in

full

force

and

effect

and

extends

to,

and

operates

as

an

effective

unconditional

guarantee

of

all

present

and

future

obligations

and

liabilities

of

each

Obligor

under the Finance Documents.

6.2

Each

Obligor

confirms

that,

notwithstanding

the

amendments

to

the

Facilities

Agreement

effected

by

this

letter,

the

liabilities and

obligations arising

under the

Facilities Agreement,

as amended,

shall form

part of

(but not

be limited

to)

the

Security

created

under

the

Security

Agreements

to

which

that

Obligor

is

party

to

secure

any

obligation

of

any

Obligor to a Finance Party under the Finance Documents.

6.3

Notwithstanding

the provisions

of clause

6 of

the pledge

and cession

dated 22 March,

2022 between

the Obligors

and

the

Lender,

the

Parties

agree

that

the

documents

required

to

be

delivered

under

that

clause

may

be

delivered

to

the

Lender 1

Business Day after

the first Utilisation

Date under the

Facilities Agreement

and the Lender

waives any Event

of Default

which occurred

as a

result of

the Obligors

not delivering

such documents

by no

later than

5 Business

Days

after the Closing Date.

7.

MISCELLANEOUS

7.1

This letter is a Finance Document.

7.2

From the Effective Date, the Facilities Agreement and this letter will be

read and construed as one document.

7.3

Except

as

expressly

otherwise

provided

in

this

letter,

no

amendment,

variation

or

change

is

made

to

any

Finance

Document and all the Finance Documents remain in full force and effect

in accordance with their terms.

7.4

Except to the extent expressly waived in this letter,

no waiver of any provision of any Finance Document is given by

the

terms of this letter

and the Finance

Parties expressly reserve

all their rights

and remedies in

respect of any

breach of, or

other Default under, the Finance Documents.

8.

COUNTERPARTS

This letter may

be executed in

any number of

counterparts, each of

which when executed

shall constitute a

duplicate original,

but all the counterparts

together shall constitute

one letter.

Delivery of an

executed scanned counterpart

of a signature page

of

this letter by e-mail shall be effective as delivery of an original

executed counterpart hereof.

9.

GOVERNING LAW

This letter is governed by the laws of South Africa.

If you agree to the above, please sign where indicated below.

3

Yours

sincerely,

FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT

BANK DIVISION)

(in its capacity as Facility Agent)

By:

/s/ Wade Terrence

Cresswell

/s/ Kedi Mazibuko

_____________________________

_____________________________

Name

:

Wade Terrence

Cresswell

Name

:

Kedi Mazibuko

Date

:

April 12, 2022

Date

:

April 12, 2022

4

We agree to the

above.

CASH CONNECT MANAGEMENT SOLUTIONS PROPRIETARY

LIMITED

By:

_/s/ Steven J. Heilbron____________________________

(who warrants his authority)

Name

:

_Steven J. Heilbron_____________________

Date

:

_12 April, 2022_____________________

CASH CONNECT RENTALS

PROPRIETARY

LIMITED

By:

_/s/ Steven J. Heilbron____________________________

(who warrants his authority)

Name

:

_Steven J. Heilbron_____________________

Date

:

_12 April, 2022_____________________

DEPOSIT MANAGER PROPRIETARY

LIMITED

By:

_/s/ Steven J. Heilbron____________________________

(who warrants his authority)

Name

:

_Steven J. Heilbron_____________________

Date

:

_12 April, 2022_____________________

CASH CONNECT CAPITAL

PROPRIETARY

LIMITED

5

By:

_/s/ Steven J. Heilbron____________________________

(who warrants his authority)

Name

:

_Steven J. Heilbron_____________________

Date

:

_12 April, 2022_____________________

MAIN STREET 1723 (SOUTH AFRICA) PROPRIETARY

LIMITED

By:

_/s/ Steven J. Heilbron____________________________

(who warrants his authority)

Name

:

_Steven J. Heilbron_____________________

Date

:

_12 April, 2022_____________________

K2021477132 (SOUTH AFRICA) PROPRIETARY

LIMITED

By:

_/s/ Steven J. Heilbron____________________________

(who warrants his authority)

Name

:

_Steven J. Heilbron_____________________

Date

:

_12 April, 2022_____________________

K2020263969 (SOUTH AFRICA) PROPRIETARY

LIMITED

By:

_/s/ Steven J. Heilbron____________________________

6

(who warrants his authority)

Name

:

_Steven J. Heilbron_____________________

Date

:

_12 April, 2022_____________________

ex1058

1

SECURITIES PURCHASE AGREEMENT

SECURITIES PURCHASE

AGREEMENT

(the

“

Agreement

”),

dated as

of March

22, 2022,

among

NET1

UEPS

TECHNOLOGIES,

INC.

,

a

public

company

incorporated

in

the

State

of

Florida

(the

“

Company

”),

NET1

APPLIED TECHNOLOGIES SOUTH

AFRICA PROPRIETARY LIMITED

, a private company

incorporated in the

Republic of

South Africa (“

Net1 SA

”), and

VALUE

CAPITAL

PARTNERS

PROPRIETARY

LIMITED

, a

private

company incorporated in

the Republic of

South Africa (“

VCP

”), for

itself and in

its capacity

as investment manager

of

the Funds.

Capitalized terms used herein and not otherwise defined herein

are defined in Section

6

hereof.

WHEREAS

,

subject

to

the

terms

and

conditions set

forth

in

this

Agreement, VCP

wishes

to

procure that

the

Funds purchase

from the

Company and

the Company

wishes to

issue and

sell to

the Funds,

up to

Three Hundred

Fifty

Million South African Rand (ZAR 350 million or

its U.S. dollar equivalent) of the Company’s

common stock, par value

$0.001

per

share

(including

any

class

of

shares

having

substantially

the

same

rights

following

any

reorganization,

recapitalization, non-cash dividend,

stock split, reverse

stock split or

other similar transaction)

(the “

Common Stock

”),

as determined in accordance with this Agreement.

The shares of Common Stock to be issued to the Funds in connection

with

any purchase

of

Common Stock

pursuant to

Section

1

of

this Agreement

shall be

issued from

the

South African

branch register and are referred to as the “

Securities

”.

NOW THEREFORE

, the parties hereto agree as follows:

1.

PURCHASE OF SECURITIES.

Subject to the terms and conditions set forth in this Agreement, VCP has the obligation to procure that the Funds

will subscribe for, and the Company has the obligation to issue and sell to the Funds,

Common Stock as follows:

(a)

Effectiveness.

The obligation

of the

parties hereunder

shall be

subject to

satisfaction of

the following

conditions precedent by no later than the Longstop Date:

(i)

the acquisition transactions

contemplated by the

Sale Agreement shall

have been consummated

such that the Closing shall have occurred; and

(ii)

the Company and VCP shall have entered into Amendment No. 2 to the Cooperation Agreement

between the Company

and

VCP, which Amendment No. 2 shall be

substantially in the

form of Exhibit A

attached

hereto.

(b)

The Party’s

Obligations.

The Company

shall, as

soon as

practicably possible

after the

occurrence of

a

Trigger

Event (as

defined below),

notify VCP

in writing

of such

Trigger Event

and of

its election

for a

subscription to

occur pursuant to

the terms of

this Agreement.

Subject to the

terms and conditions

of this Agreement

and after satisfaction

of the conditions precedent set forth in Section 1(a) above (the date of such satisfaction of such conditions

precedent, the

“

Commencement

Date

”),

in

the

event

of

a

Trigger

Event

(as

defined

below)

and

the

notification

described

in

the

preceding sentence,

VCP shall procure that

one or more of

the Funds (the “

Purchasing Funds

”) will (in such

proportions

as VCP will promptly

communicate in writing

to the Company),

subscribe for, and the Company

shall have the obligation

to issue and sell to the Purchasing Funds, Common Stock if (i) an Event of

Default occurs (a “

Default Trigger Event

”),

(ii) Net1

SA fails

to pay

all outstanding

amounts in

respect of

Facility H

on the

Maturity Date

(a “

Facility H

Trigger

Event

”), or

(iii) the

market capitalization

of the

Company on

the Principal

Market (based

on the

closing price

on such

exchange) falls

and remains

below the

U.S. dollar

equivalent of

Two

Billion Six

Hundred Million

South African

Rand

(ZAR 2,600,000,000) on more than one

day (a “

Net 1 Market Price Trigger

Event

”, and each of a

Net 1 Market Price

Trigger Event, a Default Trigger Event and a Facility H

Trigger Event, being referred to as a “

Trigger Event

”). The U.S.

dollar equivalent market capitalization shall be calculated and converted into South African Rand in accordance with the

following formula:

(x) ONS multiplied by (y) “X” multiplied by (z) “ER”

where “ONS”

is the

outstanding number

of shares

of Common

Stock on

the date

of determination;

“X” is

the

closing price of the

Company’s Common Stock on

the Principal Market on the

date of determination;

and “ER”

is the rate at which

ZAR may be exchanged

into U.S. dollars, as

set forth at the

closing of the Principal Market

on

the date of determination on the Reuters World Currency Page “FX=” for ZAR.

Exhibit 10.58

2

In the event of a Trigger Event, VCP shall procure

that the Purchasing Funds pay, in accordance with Section

1

(c)

below,

ZAR 350,000,000

(the “

Purchase Amount

”) for

the purchase

(the “

Purchase

”) of

such number

of shares

of Common

Stock (the “

Securities

”) as results from the application of the following formula:

(x) 350,000,000 divided by (y) the product of (a) “ER” multiplied by (b) “Y”

where “ER”

is the

rate at

which ZAR

may be

exchanged into

U.S. dollars,

as set

forth at

the closing

of the

Principal

Market on the Determination Date (as defined below) on the Reuters World Currency Page “FX=” for ZAR; and

“Y” is the volume weighted average price of Common

Stock on the Principal Market on the Determination Date.

(c)

Payment for Common Stock.

In the event of a

Default Trigger Event or

a Facility H Trigger

Event, the

date of determination

of such number

of shares of

Common Stock shall

be five (5)

Business Days (the

“

Default Event

Determination Date

”) after the date

of release by the

Company (after such Default

Trigger Event or

Facility H Trigger

Event) of

its most

recent quarterly

results advising

shareholders of

the occurrence

of such

Default Trigger Event

or Facility

H Trigger Event.

In the event of a Net 1 Market Price Trigger Event, the date of determination of such number of shares

of Common Stock (the

“

Market Event Determination Date

” and together with

the Default Event

Determination Date,

the

“

Determination

Date

”)

shall

be

the

date

of

the

Net

1

Market

Price

Trigger

Event.

VCP

shall

procure

that

the

Purchasing Funds pay to the Company

an amount equal to the Purchase

Amount as full payment for

such Common Stock

via wire

transfer of

immediately available

funds in

ZAR into

a ZAR

denominated non-resident

bank account

in South

Africa within no more than twenty (20) Business Days of any Determination Date.

Upon receipt by the Company of full

payment of

the Purchase

Amount related

to such

Purchase, the

Company shall

promptly deliver

notice to

the Transfer

Agent

of

the

Purchase,

including

instructions

to

the

Transfer

Agent

to

promptly

issue

the

Securities

to

each

of

the

Purchasing Funds in such number

as may be stipulated

in such instruction. Should

a Default Trigger Event or a

Facility H

Trigger

Event occur,

and before the

Default Event Determination

Date,

a Net 1

Market Price Trigger

Event occurs, the

subscription pursuant to the Net 1 Market Price Trigger Event shall apply to the exclusion of the subscription pursuant to

either a Default Trigger Event or a

Facility H Trigger Event.

All payments made under this Agreement shall be made in

lawful money

of the

Republic of

South Africa

via wire

transfer of

immediately available

funds to

such account

in the

Republic

of

South

Africa

as

the

Company may

from

time

to

time

designate

by

written

notice in

accordance

with

the

provisions of this Agreement.

Whenever any amount expressed to

be due by the

terms of this Agreement

is due on any

day that

is not

a Business

Day,

the same

shall instead

be due

on the

next succeeding

day that

is a

Business Day.

The

Company shall procure that the Securities

are listed on the South African

branch of the securities register maintained by

the Company.

(d)

Use

of

Proceeds.

The

Company

and

Net1

SA

shall

use

the

net

proceeds

from

the

sale

of

Securities

hereunder to settle Facility H, and Facility G, in accordance with the

terms thereof.

(e)

Purchase Limitation.

Notwithstanding anything else herein to the contrary,

the Company shall not issue

or sell

shares of

Common Stock

and VCP

shall not

purchase any

shares of

Common Stock

and VCP

shall procure

that

none of the

Funds will subscribe

for any shares

of Common Stock

in any such

issuance,

which, in the

aggregate, are in

excess of the Share Cap without Requisite Stockholder Approval.

2.

VCP’S REPRESENTATIONS

AND WARRANTIES.

VCP represents and warrants to the Company that as of the date hereof and

as of the Commencement Date:

(a)

VCP

Status.

VCP

has

discretionary

authority

to

act

on

behalf

of

the

Funds

and

has

full

investment

authority to commit the Funds’

respective capital to give effect to the terms hereof.

(b)

Investment

Purpose.

VCP

is

entering

into

this

Agreement

for

itself

and

on

behalf

of

the

Funds

and

acquiring the Securities for the account of

the Purchasing Funds for investment only and

not with a view towards, or for

resale in connection with, the public sale or distribution thereof.

(c)

Accredited Investor Status.

Each of VCP

and the Funds

is an “accredited

investor” as that

term is defined

in Rule 501 of Regulation D of the 1933 Act.

(d)

Reliance on

Exemptions.

VCP,

as manager

of

the Funds,

understands that

the Securities

are being

offered

and sold to

the Purchasing Funds in

reliance on specific exemptions

from the registration requirements

of United States

federal

and

state

securities

laws

and

that

the

Company

is

relying

in

part

upon

the

truth

and

accuracy

of,

and

VCP’s

compliance

with,

the

representations,

warranties,

agreements,

acknowledgments and

understandings

of

VCP

set

forth

herein in order to determine the availability of such exemptions and the eligibility of the Purchasing Funds to acquire the

Securities.

3

(e)

Information.

VCP has been furnished with all materials relating to the business, finances and operations

of the Company and materials

relating to the offer and sale of

the Securities that have been

reasonably requested by VCP,

including, without limitation, all

reports, schedules, forms, statements and

other documents required to

be filed with the

SEC

pursuant

to

the

reporting

requirements

of

the

1934

Act

(including

all

exhibits

included

therein

and

financial

statements and schedules thereto and documents

incorporated by reference therein).

VCP understands that its investment

in the Securities

involves a

high degree of

risk.

VCP has such

knowledge and

experience in financial

and business

matters

that it is capable

of evaluating the

merits and risks of

the proposed investment

in the Securities

and has had an

opportunity

to ask questions of and

receive answers from the officers

of the Company concerning

the financial condition and

business

of the

Company and

other matters

related to

an investment

in the

Securities.

Neither such

inquiries nor

any other

due

diligence investigations conducted by VCP or its representatives

shall modify, amend or affect VCP’s right to rely on the

Company’s representations and warranties contained in Section

3

below.

VCP has sought such accounting, legal and tax

advice as it has

considered necessary to make an informed

investment decision with respect to

procuring the acquisition

by the Purchasing Funds of the Securities.

(f)

No Governmental Review.

VCP,

as manager of

the Funds,

understands that no United States federal or

state agency

or any

other government

or governmental

agency has

passed on

or made

any recommendation

or endorsement

of the Securities or the fairness or suitability of the investment in the

Securities nor have such authorities passed upon or

endorsed the merits of the transaction of the Securities.

(g)

Transfer or

Sale.

VCP,

as manager of

the Funds, understands

that: (i) the

Securities have not

been and

are not being registered under the 1933 Act or any

state securities laws, and may not be offered for sale,

sold, assigned or

transferred unless (A)

subsequently registered thereunder

or (B) an

exemption exists permitting

such Securities to

be sold,

assigned or transferred without

such registration; (ii)

any sale of the

Securities made in

reliance on Rule 144

may be made

only in accordance with the

terms of Rule 144 and

further, if Rule 144 is not applicable,

any resale of the Securities

under

circumstances in which the seller (or the person through whom the sale is made) may be deemed

to be an underwriter (as

that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules

and

regulations of

the

SEC thereunder;

and (iii)

neither the

Company nor

any

other person

is

under any

obligation to

register the Securities under

the 1933 Act or

any state securities laws

or to comply with the

terms and conditions of any

exemption thereunder.

(h)

Organization.

Each of VCP

and, to the

best of

VCP’s knowledge and

belief, each

of the Funds

is a limited

liability

company,

limited

liability

partnership,

investment

scheme

in

hedge

funds

or

pension

fund

organization

duly

organized and

validly existing

in good

standing under

the laws

of the

jurisdiction in

which it

is organized,

and has

the

requisite organizational power and authority to own its properties and to carry on

its business as now being conducted.

(i)

Authorization; Vali

dity; Enforcement.

This Agreement has

been duly and

validly authorized, executed

and delivered

on behalf

of VCP

(by means

of VCP’s

signature therefor)

and is

a valid

and binding

agreement of

VCP

enforceable against VCP in

accordance with its terms,

subject as to

enforceability to (i) general

principles of equity and

to

applicable

bankruptcy,

insolvency,

reorganization,

moratorium,

liquidation

and

other

similar

laws

relating

to,

or

affecting generally, the enforcement

of applicable

creditors’ rights and

remedies and (ii)

public policy underlying

any law,

rule

or

regulation

(including

any

federal

or

state

securities

law,

rule

or

regulation)

with

regards

to

indemnification,

contribution

or

exculpation.

The

approval,

implementation,

execution

and

delivery

of

this

Agreement

and

the

consummation by VCP

and the Funds of

the transactions contemplated

hereby does not

conflict with VCP’s or, to the

best

of VCP’s

knowledge and belief, the Funds’ certificate of organization

or operating agreement or similar documents, and

do not require further consent

or authorization by VCP

or, to the best of VCP’s knowledge and belief,

the Funds, or either

of their managers or members.

(j)

No Prior Short Selling.

VCP represents and warrants to the Company that at no time prior to the date of

this Agreement has

any of VCP

, its agents,

representatives or affiliates

engaged in or

effected, in any manner

whatsoever,

directly or indirectly,

for itself or on behalf

of the Funds any

(i) “short sale” (as such

term is defined in

Section 242.200

of Regulation

SHO of the

1934 Act)

of the

Securities or (ii)

hedging transaction, which

establishes a

net short

position

with respect to the Securities.

3.

REPRESENTATION

S

AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to VCP that as of the date hereof

and as of the Commencement Date:

(a)

Organization.

The Company is a corporation duly organized and validly existing

in good standing under

the laws

of the jurisdiction

in which

it is

organized, and has

the requisite organizational

power and authority

to own

its

properties and to carry on its business as now being conducted.

4

(b)

Authorization; Validity

;

Enforcement.

The Company has the requisite power and authority to enter

into

and perform

its obligations

under this

Agreement and

to issue

the Securities

in accordance

with the

terms hereof.

The

execution and delivery of this

Agreement by the Company and the

consummation by it of the transactions

contemplated

hereby,

including

without

limitation

the

issuance

of

the

Securities

issuable

under

this

Agreement,

have

been

duly

authorized by the board of directors of the Company (the “

Board of Directors

”) or a duly authorized committee thereof,

do not conflict with

the Company’s articles of incorporation

or bylaws, and

do not require

further consent or

authorization

by the Company, its Board of Directors or its shareholders.

This Agreement has been duly executed

and delivered by the

Company.

This Agreement constitutes

the valid and

binding obligation of

the Company enforceable

against the Company

in accordance with its terms, except

as such enforceability may be

limited by (i) general principles

of equity or applicable

bankruptcy,

insolvency,

reorganization,

moratorium,

liquidation

or

similar

laws

relating

to,

or

affecting

generally,

the

enforcement of creditors’ rights and remedies and (ii) public policy underlying any law, rule or regulation (including any

federal or state securities law, rule or regulation) with regards to indemnification, contribution or exculpation.

(c)

Issuance

of

Securities.

The

Securities

have

been

duly

authorized

and,

upon

issuance

and

payment

therefore in accordance with the terms hereof, shall be (i)

validly issued, fully paid and non-assessable and (ii) free from

all liens, charges and other encumbrances with respect to the issuance thereof.

(d)

Third-Party Authorization.

The Company

has obtained

all such

approvals, authorizations,

permissions

and consents

as may

be required

under applicable

law, rules and

regulations in

order to

enter into,

implement and

otherwise

give effect to this Agreement.

4.

COVENANTS.

(a)

Payment

of

Commitment

Fee.

Net1

SA

shall

pay

VCP,

for

the

benefit

of

the

Purchasing

Funds,

a

commitment fee in an amount equal

to Five Million Two Hundred Fifty Thousand South African

Rand (ZAR 5,250,000),

excluding VAT,

in aggregate,

free of exchange and

bank charges and without

deduction or set-off of

any nature,

which

fee shall become due and payable on the date of first draw down by Net1 SA

under the Loan Facilities.

(b)

Filing of Form 8-K.

The Company agrees that it shall, within the time required

under the 1934 Act, file

a Report on Form 8-K disclosing this Agreement and the transaction contemplated

hereby.

(c)

Blue Sky.

The Company shall

take such action,

if any,

as is reasonably

necessary in order

to obtain an

exemption for or to

qualify the sale of

the Securities by the

Purchasing Funds under applicable securities

or “Blue Sky”

laws of the

states of the

United States in such

states; provided, however,

that the Company shall

not be obligated to

file

any general

consent to

service of

process or

to qualify

as a

foreign corporation

or as

a dealer

in securities

in any

jurisdiction

in which it is not

so qualified or to subject itself to

taxation in respect of doing business in

any jurisdiction in which it is

not otherwise so subject.

(d)

Limitation

on

Short

Sales

and

Hedging

Transactions.

VCP

on

its

own

behalf

and

on

behalf

of

the

Purchasing

Funds

agrees

that

beginning

on

the

date

of

this

Agreement

and

ending

on

the

date

of

termination

of

this

Agreement

as

provided

in

Section

7(j)

,

VCP

and

its

agents,

representatives

and

affiliates

shall

not

in

any

manner

whatsoever enter into

or effect,

directly or indirectly,

any (i) “short

sale” (as such

term is defined

in Section 242.200

of

Regulation SHO of the 1934 Act) of the Securities or (ii) hedging transaction, which establishes a net short position with

respect to the Securities.

(e)

Minimum Holdings of Company.

VCP undertakes, for so long as any

the Loan Facilities have not been

settled in full, that the Funds

will not sell any shares if the

result of the sale would be

that the Funds together shall cease

to

Beneficially

Own

at

least

twenty

percent (20%)

of

the

issued

and

outstanding

shares

of

the

Common

Stock

of

the

Company.

(f)

Amendments to Financing Agreements.

The Company and

Net1 SA agree

that they will

not effect any

amendments to

the agreements containing

the Loan

Facilities, to the

extent

that any

such amendments would

adversely

affect VCP’s obligations under this Agreement, without the prior written consent of VCP.

(g)

Disposition of Securities.

VCP shall not exercise any of

its powers and rights in respect of

the Funds to

sell or

transfer any

Securities except

as provided

in this

Agreement or

as between

any of

the Funds.

VCP shall

not exercise

any of its rights or powers in relation to the Funds to sell or transfer any Securities

except pursuant to Rule 144 under the

1933 Act or another exemption from the registration requirements under

the 1933 Act.

5

5.

TRANSFER AGENT INSTRUCTIONS.

The

Securities

shall

be

issued

in

certificated

or

restricted

book-entry

form

and

shall

bear

a

restrictive

legend

substantially similar to the following:

THE

SECURITIES

REPRESENTED

BY

THIS

CERTIFICATE

HAVE

NOT

BEEN

REGISTERED UNDER

THE SECURITIES

ACT OF

1933, AS

AMENDED, OR

APPLICABLE

STATE

SECURITIES

LAWS.

THE

SECURITIES

HAVE

BEEN

ACQUIRED

FOR

INVESTMENT

AND

MAY

NOT

BE

OFFERED

FOR

SALE,

SOLD,

TRANSFERRED

OR

ASSIGNED IN

THE ABSENCE

OF AN

EFFECTIVE REGISTRATION STATEMENT FOR THE

SECURITIES

UNDER

THE

SECURITIES

ACT

OF

1933,

AS

AMENDED,

OR

APPLICABLE

STATE

SECURITIES

LAWS,

UNLESS

SOLD

PURSUANT

TO:

(1)

RULE

144

UNDER

THE

SECURITIES ACT OF 1933, AS AMENDED, OR (2) AN OPINION OF HOLDER’S COUNSEL,

IN A CUSTOMARY FORM,

THAT REGISTRATION

IS NOT REQUIRED UNDER SAID ACT

OR APPLICABLE STATE

SECURITIES LAWS.

6.

CERTAIN DEFINED TERMS.

For purposes of this Agreement, the following terms shall have the following

meanings:

(a)

“

1933 Act

” means the Securities Act of 1933, as amended.

(b)

“

Beneficially Own

”

shall have

the meaning

set forth

in Rule 13d-3

of the

rules and

regulations promulgated

under the Securities Exchange Act of 1934, as amended.

(c)

“

Business Day

” means any day,

other than a Saturday,

Sunday or day on which banks

are not generally

open for business in the Republic of South Africa or the United States, on which the Principal Market is open for trading

during normal trading hours (i.e., 9:30 a.m. to 4:00 p.m. Eastern Time), including any day on which the Principal Market

is open for trading for a period of time less than the customary time.

(d)

“

Closing

” shall have the meaning set forth in the Sale Agreement.

(e)

“

Eastern

Time

”

means

the

time

of

the

fifth

time

zone

west

of

Greenwich,

England

that

includes

the

eastern United States.

(f)

“

Event of Default

” shall have the meaning set forth in the agreements containing the Loan Facilities.

(g)

“

Facility G

” means the Rand-denominated

bullet facility in an

aggregate amount equal to

R750,000,000.

(h)

“

Facility H

” means the Rand-denominated

bullet facility in an aggregate

amount equal to R350,000,000.

(i)

“

Funds

” means

– The

Value

Capital Partners

H4 QI

Hedge Fund

Scheme, Sentinel

Retirement Fund,

Standard

Bank

Group

Retirement

Fund,

Firstrand

Retirement

Fund,

Eskom

Pension

and

Provident

Fund,

Telkom

Retirement Fund, and any other entities/funds that may engage VCP

as an investment manager

from time to time.

(j)

“

Loan Facilities

” means the Facility G and Facility H.

(k)

"

Longstop Date

" shall have the meaning set forth in the Sale Agreement.

(l)

“

Maturity Date

” means the date

occurring eighteen (18)

months after the

first utilisation date under

each

Loan Facility.

(m)

“

Person

” means

an individual

or

entity

including any

limited

liability company,

a

partnership, a

joint

venture, a corporation, a trust, an unincorporated organization and a government or

any department or agency thereof.

(n)

“

Principal Market

” means the NASDAQ Global Select Market.

(o)

“

Requisite

Stockholder

Approval

”

means

the

approval

by

the

holders

of

Common

Stock

of

the

Company for

the issuance

of shares

of Common

Stock in

excess of

the Share

Cap in

accordance with

the rules

of The

Nasdaq Stock Market LLC.

(p)

“

Sale

Agreement

”

means

the

Sale

of

Shares

Agreement,

dated

October

31,

2021,

by

and

among

the

Company, Net1 SA, Old Mutual Life Assurance Company (South Africa) Limited, Lirast (Mauritius) Company Limited,

6

SIG International Investment (BVI) Limited,

Aldgate International Limited,

Ivan Michael Epstein,

PFCC (BVI) Limited,

PCF

Investments

(BVI)

Limited,

Ovobix

(RF)

Proprietary

Limited,

Luxanio

227

Proprietary

Limited,

Vista

Capital

Investments Proprietary Limited, Vista

Treasury Proprietary

Limited,

K2021477132 (South Africa) Proprietary

Limited

and Cash Connect Management Solutions Proprietary Limited.

(q)

“

SEC

” means the U.S. Securities and Exchange Commission.

(r)

“

Share Cap

” means a number of shares of Common Stock equal to (i) the product of

(x) 0.1999 and (y)

57,687,092

(subject

to

adjustment

in

the

event

of

a

stock

split,

stock

dividend,

combination

or

other

proportionate

adjustment) minus (ii) the number of shares of Common Stock to be issued pursuant to the Sale Agreement to

the Sellers

(as defined therein).

(s)

“

Transfer Agent

” means JSE Investor Services

(Pty) Ltd or such other

person who is then

serving as the

Transfer Agent for the Company in respect of the Common Stock.

7.

MISCELLANEOUS.

(a)

Governing Law; Jurisdiction;

Jury Trial.

The corporate

laws of the

State of Florida

shall govern all

issues

concerning

the

relative

rights

of

the

Company

and

its

shareholders.

All

other

questions

concerning

the

construction,

validity,

enforcement and

interpretation of

this Agreement

shall be

governed by

the

internal laws

of

the State

of

New

York

,

without giving effect to any choice of law

or conflict of law provision or rule

(whether of the State of New York or

any other jurisdictions) that

would cause the application

of the laws of any

jurisdictions other than the

State of New York.

Each party

hereby irrevocably

submits to

the exclusive

jurisdiction of

the state

and federal

courts sitting

in New

York,

New York

,

for the adjudication of any dispute hereunder or

in connection herewith, or with any transaction

contemplated

hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any

claim that it is not

personally subject to the jurisdiction of any

such court, that such suit, action

or proceeding is brought

in an inconvenient forum or that the venue of such suit, action or proceeding is improper.

Each party hereby irrevocably

waives personal service of process and

consents to process being served in

any such suit, action or proceeding

by mailing

a copy thereof to

such party at the

address for such notices

to it under this

Agreement and agrees that

such service shall

constitute good and sufficient service of process and notice

thereof.

Nothing contained herein shall be deemed

to limit in

any

way

any

right

to

serve

process

in

any

manner

permitted

by

law.

EACH

PARTY

HEREBY

IRREVOCABLY

WAIVES

ANY

RIGHT

IT

MAY

HAVE,

AND

AGREES

NOT

TO

REQUEST,

A

JURY

TRIAL

FOR

THE

ADJUDICATION OF

ANY DISPUTE HEREUNDER OR

IN CONNECTION HEREWITH

OR ARISING OUT

OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY.

(b)

Counterparts.

This Agreement may be executed in two or more identical counterparts, all of which shall

be considered one and the same agreement and shall become effective when counterparts have

been signed by each party

and

delivered

to

the

other

party;

provided that

a

facsimile

or

pdf

(or

other

electronic

reproduction) signature

shall

be

considered due execution

and shall be binding

upon the signatory

thereto with the same

force and effect as

if the signature

were an original, not a facsimile or PDF (or other electronic reproduction)

signature.

(c)

Headings.

The headings of this

Agreement are for

convenience of reference and

shall not form

part of,

or affect the interpretation of, this Agreement.

(d)

Severability.

If any

provision of

this Agreement

shall be

invalid or

unenforceable in

any jurisdiction,

such invalidity or unenforceability

shall not affect the

validity or enforceability of

the remainder of this Agreement

in that

jurisdiction or the validity or enforceability of any provision of this Agreement

in any other jurisdiction.

(e)

Entire Agreement.

This Agreement supersedes all other

prior oral or written agreements

between VCP,

the Funds,

the Company,

their affiliates

and persons acting

on their

behalf with respect

to the matters

discussed herein,

including the

Heads of

Agreement among the

parties hereto,

and this

Agreement and

the instruments

referenced herein

contain

the

entire

understanding

of

the

parties

with

respect

to

the

matters

covered

herein

and

therein

and,

except

as

specifically set

forth herein

or therein,

neither the

Company nor

VCP makes

any representation,

warranty,

covenant or

undertaking with respect to such matters.

Each of the Company and VCP acknowledges and agrees that it has not

relied

on, in any manner whatsoever,

any representations or statements, written or oral,

other than as expressly set forth

in this

Agreement.

(f)

Notices.

Any notices,

consents or

other communications

required or

permitted to

be given

under the

terms

of

this

Agreement

must

be

in

writing

and

will

be

deemed

to

have

been

delivered:

(i)

upon

receipt,

when

delivered

personally;

(ii)

upon

receipt,

when

sent

by

facsimile

(provided

confirmation

of

transmission

is

mechanically

or

electronically generated

and kept

on file

by the

sending party);

or

(iii) upon

receipt, when

sent by

electronic message

7

(provided

the

recipient responds

to

the

message

and

confirmation

of

both

electronic

messages

are

kept

on

file

by

the

sending party); in each

case properly addressed to

the party to receive

the same.

The addresses and facsimile

numbers for

such communications shall be:

If to the Company or Net1 SA:

Net1 UEPS Technologies, Inc.

President Place, 4th Floor,

Nr. Jan Smuts Avenue

and Bolton Road,

Rosebank, Gauteng, RSA

Telephone: 011

343 2000

Attention: Alex Smith

Email: alex.smith@net1.com

With a copy (which shall not constitute notice) to:

McDermott Will & Emery LLP

444 West Lake Street, Suite 4000

Chicago, IL 60606-0029

Telephone: 1 312 984 7617

Facsimile: 1 312 984 7700

Attention: Eric Orsic

Email:

eorsic@mwe.com

and

McDermott Will & Emery UK LLP

110 Bishopsgate

London EC2N 4AY

United Kingdom

Telephone: 44 20 757 6900

Facsimile: 44 20 7577 6950

Attention: Stuart Mathews

Email:

smathews@mwe.com

If to VCP:

Value

Capital Partners Proprietary Limited

Rosebank Link, 8th Floor,

173 Oxford Road, Rosebank,

2196, Gauteng, RSA

Telephone: 27 10 060 0800

Attention: Sherleen Pather

Email: sherleen@valuecapital.co.za

or at

such other

address and/or

facsimile number

and/or to

the attention

of such

other person

as the

recipient party

has

specified by

written notice

given to

each other

party at

least one

(1) Business

Day prior

to the

effectiveness of

such change.

Written

confirmation

of

receipt

(A)

given

by

the

recipient

of

such

notice,

consent

or

other

communication,

(B)

mechanically

or

electronically

generated

by

the

sender’s

facsimile

machine

containing

the

time,

date,

and

recipient

facsimile number,

or (C) electronically generated

by the sender’s

electronic mail containing the

time, date and

recipient

email address, shall be rebuttable evidence of receipt in accordance with clause

(i), (ii) or (iii) above, respectively.

(g)

Successors and Assigns.

This Agreement shall

be binding upon

and inure to

the benefit of the

parties and

their

respective

successors

and

assigns.

The

Company

shall

not

assign

this

Agreement

or

any

rights

or

obligations

hereunder without the

prior written consent

of VCP,

including by merger

or consolidation; provided,

however, that

any

transaction,

whether

by

merger,

reorganization,

restructuring,

consolidation,

financing

or

otherwise,

whereby

the

Company remains the

surviving entity immediately

after such transaction

shall not be

deemed a succession

or assignment.

Neither VCP nor the Funds may assign its rights or obligations under

this Agreement.

8

(h)

Third Party

Beneficiaries.

FirstRand Bank

Limited, a

public company

incorporated in

the Republic

of

South Africa,

acting through

its Rand

Merchant Bank

Division (“

RMB

”), is

an intended

third party

beneficiary of

the

rights granted

to the

Company herein.

Except as

set forth

in the

preceding sentence,

the parties

hereby agree

that their

respective representations, warranties and covenants

set forth herein are

solely for the

benefit of the

other parties hereto

and their successors and permitted assigns, in accordance with and

subject to the terms of this Agreement, and nothing in

this Agreement, express or implied, is intended to, and

does not, confer upon any person other than the parties

hereto and

their respective successors and permitted assigns any rights or remedies hereunder or any rights to enforce any provision

of this Agreement.

(i)

Further Assurances.

Each party shall do

and perform, or cause

to be done and

performed, all such further

acts and things,

and shall execute

and deliver all

such other agreements,

certificates, instruments and

documents, as the

other party may reasonably request

in order to carry out the

intent and accomplish the purposes

of this Agreement and

the

consummation of the transactions contemplated hereby.

(j)

Termination.

Unless otherwise agreed by

the parties hereto,

this Agreement may

be terminated only

as

follows:

(i)

This Agreement shall automatically terminate on

the date that the

Company sells and the Funds

purchase the Securities as provided herein, without any action or notice on the

part of any party and without any

liability whatsoever of any party to any other party under this Agreement.

(ii)

This Agreement shall automatically

terminate in the event

that Facility G and Facility

H are fully

settled.

(iii)

This Agreement shall automatically terminate at 11:59 p.m. South African Standard Time on the

Longstop Date (initially being May

31, 2022)

if the conditions precedent set

forth in Section 1(a)

have not been

fulfilled by such date.

(iv)

The representations

and warranties

of the

Company and

VCP contained

in Sections

2 and

3 hereof

and the agreements and

covenants set forth in

Sections 4(g) and 7,

and the provisions of

Section 6 shall

survive

any termination of this Agreement.

(k)

No Strict Construction.

The language used in this Agreement will be deemed to be the language chosen

by the parties to express their mutual intent, and no rules of strict construction

will be applied against any party.

(l)

Failure or

Indulgence Not

Waiver.

No failure

or delay

in the

exercise of

any power,

right or

privilege

hereunder shall operate as

a waiver thereof,

nor shall any single

or partial exercise of

any such power,

right or privilege

preclude other or further exercise thereof or of any other right, power or

privilege.

* * * * *

9

IN WITNESS WHEREOF

, VCP,

Net1 SA and

the Company have caused

this Securities Purchase Agreement

to be duly executed as of the date first written above.

COMPANY

:

NET1 UEPS TECHNOLOGIES, INC.

By:

Name:

Title:

NET1 SA

:

NET1 APPLIED TECHNOLOGIES SOUTH AFRICA

PROPRIETARY LIMITED

By:

Name:

Title:

VCP AND THE FUNDS

:

VALUE

CAPITAL PAR

TNERS PROPRIETARY LIMITED, FOR

ITSELF AND IN ITS CAPACITY AS INVESTMENT MANAGER

OF THE FUNDS

By:

Name:

Title:

10

EXHIBIT A

Amendment No. 2 to the Cooperation Agreement

ex311

1

Exhibit 31.1

CERTIFICATION

OF PRINCIPAL

EXECUTIVE OFFICER

PURSUANT TO RULES 13A-14(A) AND 15D-14(A)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Chris G.B. Meyer,

certify that:

1.

I have reviewed this

quarterly report on Form

10-Q of Net 1 UEPS

Technologies,

Inc. (“Net1”) for the

quarter ended March 31,

2022;

2.

Based

on

my

knowledge,

this

report

does

not

contain

any

untrue

statement

of

a

material

fact

or

omit

to

state

a

material

fact

necessary to

make the

statements made,

in light

of the

circumstances under

which such

statements were

made, not

misleading with

respect to the period covered by this report;

3.

Based on

my

knowledge,

the financial

statements, and

other

financial

information

included

in this

report,

fairly

present in

all

material

respects

the

financial

condition,

results

of operations

and

cash flows

of Net1

as of,

and for,

the period

s

presented

in

this

report;

4.

I am

responsible

for

establishing and

maintaining

disclosure controls

and

procedures (as

defined

in Exchange

Act Rules

13a-

15(e)

and 15d-15(e))

and

internal control

over financial

reporting (as

defined

in Exchange

Act Rules

13a-15(f)

and 15d-15(f))

for

Net1 and have:

(a) Designed

such disclosure

controls and

procedures, or

caused such

disclosure controls

and procedures

to be

designed

under our supervision,

to ensure that material

information relating to Net1,

including its consolidated subsidiaries,

is made known to

us by others within those entities, particularly during the period in which this report

is being prepared;

(b) Designed

such internal

control over

financial reporting,

or caused

such internal

control over financial

reporting to

be

designed under our supervision, to provide reasonable assurance regarding

the reliability of financial reporting and the preparation of

financial statements for external purposes in accordance with genera

lly accepted accounting principles;

(c) Evaluated

the effectiveness

of Net1’s

disclosure controls

and procedures

and presented

in this report

our conclusions

about the

effectiveness

of the

disclosure controls

and procedures,

as of

the end

of the

period covered

by this

report based

on such

evaluation; and

(d)

Disclosed

in

this

report

any

change

in

Net1’s

internal

control

over

financial

reporting

that

occurred

during

Net1’s

most

recent

fiscal

quarter

that

has

materially

affected,

or

is

reasonably

likely

to

materially

affect,

Net1’s

internal

control

over

financial reporting; and

5.

I

have

disclosed,

based

on

our

most

recent

evaluation

of

internal

control

over

financial

reporting,

to

Net1’s

auditors

and

the

Audit Committee of Net1’s Board

of Directors (or persons performing the equivalent functions):

(a)

All

significant

deficiencies

and

material

weaknesses

in

the

design

or

operation

of

internal

control

over

financial

reporting

which

are

reasonably

likely

to

adversely

affect

Net1’s

ability

to

record,

process,

summarize

and

report

financial

information; and

(b)

Any

fraud,

whether

or

not

material,

that

involves

management

or

other

employees

who

have

a

significant

role

in

Net1’s internal control over financial

reporting.

Date: May 10, 2022

/s/ Chris G.B. Meyer

Chris G.B. Meyer

Group Chief Executive Officer

ex312

1

Exhibit 31.2

CERTIFICATION

OF PRINCIPAL

FINANCIAL OFFICER

PURSUANT TO RULES 13A-14(A) AND 15D-14(A)

UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Naeem E. Kola, certify that:

1.

I have reviewed this

quarterly report on Form

10-Q of Net 1 UEPS Technologies,

Inc. (“Net1”) for the

quarter ended March 31,

2022;

2.

Based

on

my

knowledge,

this

report

does

not

contain

any

untrue

statement

of

a

material

fact

or

omit

to

state

a

material

fact

necessary to

make the

statements made,

in light

of the

circumstances under

which such

statements were

made, not

misleading with

respect to the period covered by this report;

3.

Based on

my knowledge,

the financial

statements, and

other

financial

information

included

in this

report,

fairly

present in

all

material

respects

the

financial

condition,

results

of operations

and

cash flows

of Net1

as of,

and for,

the period

s

presented

in

this

report;

4.

I am

responsible

for

establishing and

maintaining

disclosure controls

and

procedures (as

defined

in Exchange

Act Rules

13a-

15(e)

and 15d-15(e))

and

internal control

over financial

reporting (as

defined

in Exchange

Act Rules

13a-15(f)

and 15d-15(f))

for

Net1 and have:

(a) Designed

such disclosure

controls and

procedures, or

caused such

disclosure controls

and procedures

to be

designed

under our supervision,

to ensure that material

information relating to Net1,

including its consolidated subsidiaries,

is made known to

us by others within those entities, particularly during the period in which this report

is being prepared;

(b) Designed

such internal

control over

financial reporting,

or caused

such internal

control over financial

reporting to

be

designed under our supervision, to provide reasonable

assurance regarding the reliability of financial reporting and the preparation

of

financial statements for external purposes in accordance with generally accepted

accounting principles;

(c) Evaluated

the effectiveness

of Net1’s

disclosure controls

and procedures

and presented

in this report

our conclusions

about the

effectiveness

of the

disclosure controls

and procedures,

as of

the end

of the

period covered

by this

report based

on such

evaluation; and

(d)

Disclosed

in

this

report

any

change

in

Net1’s

internal

control

over

financial

reporting

that

occurred

during

Net1’s

most

recent

fiscal

quarter

that

has

materially

affected,

or

is

reasonably

likely

to

materially

affect,

Net1’s

internal

control

over

financial reporting; and

5.

I

have

disclosed,

based

on

our

most

recent

evaluation

of

internal

control

over

financial

reporting,

to

Net1’s

auditors

and

the

Audit Committee of Net1’s Board

of Directors (or persons performing the equivalent functions):

(a)

All

significant

deficiencies

and

material

weaknesses

in

the

design

or

operation

of

internal

control

over

financial

reporting

which

are

reasonably

likely

to

adversely

affect

Net1’s

ability

to

record,

process,

summarize

and

report

financial

information; and

(b)

Any

fraud,

whether

or

not

material,

that

involves

management

or

other

employees

who

have

a

significant

role

in

Net1’s internal control over financial

reporting.

Date: May 10, 2022

/s/ Naeem E. Kola

Naeem E. Kola

Chief Financial Officer

ex32

1

Exhibit 32

CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection

with the

quarterly report

of Net

1 UEPS

Technologies,

Inc. (“Net1”)

on Form 10-Q

for the

quarter ended

March

31, 2022,

as filed

with the

Securities and

Exchange Commi

ssion

on

the date

hereof

(the “Report”),

Chris

G.B. Meyer

and

Alex

M.R.

Smith,

Group

Chief

Executive

Officer

and

Chief

Financial

Officer,

respectively,

of

Net1,

certify,

pursuant

to

18

U.S.C. § 1350, that to their knowledge:

1.

The

Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange

Act of 1934,

as amended;

and

2.

The information contained in the Report fairly presents, in all material respects, the

financial condition and results

of operations of Net1.

Date: May 10, 2022

/s/: Chris G.B. Meyer

Name: Chris G.B. Meyer

Group Chief Executive Officer

Date: May 10, 2022

/s/: Naeem E. Kola

Name: Naeem E. Kola

Chief Financial Officer

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