8-K - LSAK - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 ___________________________

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

            March 16, 2023

LESAKA TECHNOLOGIES, INC.(Exact name of registrant as specified in its charter)

Florida	000-31203	98-0171860
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

President Place, 4th Floor, Cnr.

            Jan Smuts Avenue and Bolton Road
         
            Rosebank, Johannesburg, South Africa
            
         \(Address of principal executive offices\) \(ZIP Code\)

Registrant’s telephone number, including area code: 011-27-11-343-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols	Name of each exchange on which registered
Common Shares	LSAK	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).

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. ☐

Item 1.01. Entry Into a Material Definitive Agreement.

Fifth Amendment and Restatement Agreement

On March 16, 2023, Lesaka Technologies, Inc. ("Lesaka"), through Lesaka Technologies Proprietary Limited ("Lesaka SA"), entered into a Fifth Amendment and Restatement Agreement, which includes, among other agreements, an Amended and Restated Common Terms Agreement ("CTA"), an Amended and Restated Senior Facility G Agreement ("Facility G Agreement") and an Amended and Restated Senior Facility H Agreement ("Facility H Agreement") (collectively, the "Loan Documents") with FirstRand Bank Limited (acting through its Rand Merchant Bank division) ("RMB" or the "Lenders").

On March 16, 2023, the USD/ZAR exchange rate was $1: ZAR 18.3987.

Amended CTA

Amendments to the CTA include an amendment to the asset cover ratio to change the Covenant Equity Value (as defined in the CTA) definition to include 90% of the book value of the Moneyline Financial Service Proprietary Limited receivables, and to deduct the net debt (as defined in the CTA) of Cash Connect Management Solutions Proprietary Limited ("CCMS") and K2021 Proprietary Limited ("K2021") from the respective CCMS and K2021 valuations. When determining the Covenant Equity Value, the value of the aggregate of the CCMS Equity Value (as defined in the CTA) and the K2021 Equity Value (as defined in the CTA) must be at least 50 per cent of the Covenant Equity Value. To the extent that the value of the aggregate of the CCMS Equity Value and the K2021 Equity Value is not at least 50 per cent of the Covenant Equity Value, the Covenant Equity Value will be reduced so that the aggregate of the CCMS Equity Value and the K2021 Equity Value is 50 per cent of the Covenant Equity Value.

The amendments also include the removal of a requirement to maintain a minimum group cash balance.

Amended Facility G Agreement

Pursuant to the Facility G Agreement, Lesaka SA may borrow up to an aggregate of approximately ZAR 708.6 million. Facility G now includes a term loan of ZAR 508.6 million and a revolving credit facility of up to ZAR 200 million. Interest on Facility G is based on the 3-month Johannesburg Interbank Agreed Rate ("JIBAR") in effect from time to time plus a margin, as a result of the amendment, from January 1, 2023 of: (i) 5.50% for as long as the aggregate balance under Facility G and Facility H (together, the "Facilities") is greater than ZAR 800 million; (ii) 4.25% if the aggregate balance under the Facilities is equal to or less than ZAR 800 million, but greater than ZAR 350 million; or (iii) 2.50% if the aggregate balance under the Facilities is less than ZAR 350 million.

Interest on Facility G may be capitalized to the facility and will be repaid on the maturity date, provided that the sum of the outstanding facility (including interest and fees) plus any accrued interest does not exceed 1.2 times of the Facility G outstanding balance. Any interest that exceeds this cap must be settled in full on a quarterly basis.

Lesaka SA will pay a quarterly commitment fee computed at a rate of 35% of the Applicable Margin (as defined in the Facilities) on the amount of the revolving credit facility outstanding and such commitment fee will also be capitalized, subject to the cap discussed above.

Amended Facility H Agreement

Pursuant to the Facility H Agreement, Lesaka SA may borrow up to an aggregate of approximately ZAR 357.4 million.

From January 1, 2023, interest on Facility H is calculated on the same basis as for Facility G. Interest on Facility H may be capitalized to the facility and will be repaid on the maturity date, provided that the sum of the outstanding facility (including interest and fees) plus any accrued interest does not exceed 1.2 times of the Facility H outstanding balance. Any interest that exceeds this cap must be settled in full on a quarterly basis.

First CCMS Amendment and Restatement Agreement

On March 22, 2023, Lesaka, through CCMS, entered into a First Amendment and Restatement Agreement, which includes, among other agreements, an Amended and Restated Facilities Agreement ("CCMS Facilities Agreement") with RMB. The CCMS Facilities Agreement was amended to increase the facilities available under the CCMS Facilities Agreement by R200,000,000. The final maturity date has been extended to December 31, 2027, and scheduled principal repayments have been amended, with the first scheduled repayment commencing from March 31, 2026.

On March 20, 2023, the USD/ZAR exchange rate was $1: ZAR 18.466844.

Amendment to Securities Purchase Agreement with VCP

On March 22, 2022, Lesaka and Lesaka 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 Lesaka will have the obligation to issue and sell to the Purchasing Funds, ZAR 350.0 million of common stock of Lesaka if certain defined events occur. On March 16, 2023, VCP, Lesaka and Lesaka SA, entered into an agreement (the "VCP Amendment Agreement") to amend the maturity date under the agreement with VCP to December 31, 2025, in order to align such date with the maturity date of the Facilities. In connection with the VCP Amendment Agreement, Lesaka SA agreed to pay VCP an additional commitment fee in an amount equal to ZAR 8.9 million, which is calculated as 1% per annum of the support provided over the period of the extension, as a result of the amendment to the maturity date.

The foregoing descriptions of the Loan Documents, the CCMS Facilities Agreement and the VCP Amendment Agreement do not purport to be complete and are qualified in their entirety by reference to the full text thereof, copies of which are attached hereto as Exhibits 10.1 through 10.3 and are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information provided in Item 1.01 of this Form 8-K is incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(d) **** Exhibits

Exhibit
No.	Description
10.1	Fifth Amendment and Restatement Agreement, dated March 16, 2023, between Lesaka Technologies Proprietary Limited (as borrower), and FirstRand Bank Limited (acting through its Rand Merchant Bank division) (as lender), and FirstRand Bank Limited (acting through its Rand Merchant Bank division) (as facility agent)
10.2	First Amendment and Restatement Agreement, dated March 22, 2023, 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)
10.3	Amendment No. 1 to Securities Purchase Agreement dated March 16, 2023, among Lesaka Technologies, Inc. (formerly Net1 UEPS Technologies, Inc.), Lesaka Technologies Proprietary Limited (formerly Net1 Applied Technologies South Africa Proprietary Limited) and Value Capital Partners Proprietary Limited
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LESAKA TECHNOLOGIES, INC.
Date: March 22, 2023	By:	/s/ Naeem E. Kola
	Name:	Naeem E. Kola
	Title:	Group Chief Financial Officer

Lesaka Technologies, Inc.: Exhibit 10.1 - Filed by newsfilecorp.com

Exhibit 10.1

EXECUTION

FIFTH AMENDMENT AND RESTATEMENT AGREEMENT

DATED 16 MARCH, 2023

between

LESAKA TECHNOLOGIES PROPRIETARY LIMITED(as borrower)

and

FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION)

(as lender)

and

FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION) (as facility agent)

relating to the Senior Facility G Agreement and Senior Facility H Agreement, originally dated 24 January, 2022

CONTENTS

Clause	Page
1. Interpretation	3
2. Effective Date	4
3. Amendments	5
4. Representations and Warranties	5
5. Guarantees	7
6. Security	7
7. Resignation	7
8. Interest	7
9. Miscellaneous	7
10. Governing Law	8
11. Counterparts	8
Schedule 1 The Obligors	9
Schedule 2 Conditions Precedent	10
Schedule 3 Amended and Restated Common Terms Agreement	12
Schedule 4 Amended and Restated Senior Facility G Agreement	13
Schedule 5 Amended and Restated Senior Facility H Agreement	14

THIS AGREEMENT is made between:

(1) LESAKA TECHNOLOGIES PROPRIETARY LIMITED, registration number 2002/031446/07, as borrower (the Borrower);

(2) EACH GUARANTOR LISTED IN SCHEDULE 1 (THE OBLIGORS) as guarantors (the Guarantors);

(3) NET1 UNIVERSAL ELECTRONIC TECHNOLOGICAL SOLUTIONS PROPRIETARY LIMITED, registration number 2009/001034/07, as resigning guarantor (the Resigning Guarantor);

(4) FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION) as original lender under the Senior Facility G Agreement (in this capacity, the Original Senior Facility G Lender);

(5) FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION) as original lender under the Senior Facility H Agreement (in this capacity, the Original Senior Facility H Lender); and

(6) FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION) as agent of the Finance Parties (the Facility Agent).

BACKGROUND:

(A) This Agreement (defined below) is supplemental to, amends and restates (but does not novate) the Original Common Terms Agreement (defined below), the Original Senior Facility G Agreement (defined below) and the Original Senior Facility H Agreement (defined below).

(B) The Parties have consented to the amendments to the Original Common Terms Agreement, the Original Senior Facility G Agreement and the Original Senior Facility H Agreement contemplated by this Agreement.

IT IS AGREED as follows:

INTERPRETATION

1.1 Definitions

In this Agreement:

1.1.1 Agreement means this amendment and restatement agreement.

1.1.2 Amended and Restated Common Terms Agreement means the Original Common Terms Agreement as amended and restated by this Agreement.

1.1.3 Amended and Restated Senior Facility G Agreement means the Original Senior Facility G Agreement as amended and restated by this Agreement.

1.1.4 Amended and Restated Senior Facility H Agreement mean the Original Senior Facility H Agreement as amended and restated by this Agreement.

1.1.5 Amendment Document means;

(a) this Agreement;

(b) the Amended and Restated Common Terms Agreement;

(d) the Amended and Restated Senior Facility H Agreement.

1.1.6 Effective Date means the date on which the Facility Agent issues the notice referred to in Clause 2.1 (Effective Date).

1.1.7 Original Common Terms Agreement means the written agreement entitled "Common Terms Agreement" dated on or about 21 July, 2017, between, among others, the Borrower (as borrower) and the Facility Agent, as amended from time to time.

1.1.8 Original Senior Facility G Agreement means the written agreement entitled "Senior Facility G Agreement", dated on or about 24 January, 2022, between the Borrower (as borrower), the Original Senior Facility G Lender and the Facility Agent, as amended from time to time.

1.1.9 Original Senior Facility H Agreement means the written agreement entitled "Senior Facility H Agreement" dated on or about 24 January, 2022, between the Borrower (as borrower), the Original Senior Facility H Lender and the Facility Agent, as amended from time to time.

1.1.10 Party means a party to this Agreement.

1.1.11 Signature Date means the date on which, once this Agreement has been signed by all the Parties, it is signed by the last Party to do so.

Unless expressly otherwise defined in this Agreement, terms and expressions defined in the Amended and Restated Common Terms Agreement, the Amended and Restated Original Senior Facility G Agreement and the Amended and Restated Original Senior Facility H Agreement have the same meaning in this Agreement.

1.2 Construction

The provisions of clause 1 (Definitions and Interpretation) of each of the Amended and Restated Common Terms Agreement, the Amended and Restated Original Senior Facility G Agreement and the Amended and Restated Original Senior Facility H Agreement apply to this Agreement as though they were set out in full in this Agreement, except that references to the Common Terms Agreement, Senior Facility G Agreement and the Senior Facility H Agreement are to be construed as references to the Amended and Restated Common Terms Agreement, the Amended and Restated Senior Facility G Agreement and the Amended and Restated Senior Facility H Agreement as amended by this Agreement.

EFFECTIVE DATE

2.1 The Original Common Terms Agreement, Original Senior Facility G Agreement and the Original Senior Facility H Agreement will not be amended by this Agreement unless the Facility Agent notifies the Borrower that the Borrower has delivered to the Facility Agent all the documents set out in Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Finance Parties. The Facility Agent must give this notification as soon as reasonably practicable. The requirements set out in this Clause 2.1 are for the benefit solely of the Finance Parties. The Facility Agent, acting on the instructions of the Finance Parties, may waive or defer delivery of any or all of the documents set out in Schedule 2 (Conditions Precedent), subject to such other conditions (if any) as it may determine.

2.2 If the Facility Agent does not give the notice contemplated in Clause 2.1 to the Borrower on or before 23h59 on 31 March, 2023, Original Common Terms Agreement, the Original Senior Facility G Agreement and the Original Senior Facility H Agreement shall not be amended as provided in this Agreement.

AMENDMENTS

3.1 Amendment and Restatement of the Original Common Terms Agreement

Subject to the terms of this Agreement, on and with effect from the Effective Date, the Original Common Terms Agreement will be amended so that it reads as if it were restated in the form set out in Schedule 3 (Amended and Restated Common Terms Agreement).

3.2 Amendment and Restatement of the Original Senior Facility G Agreement

Subject to the terms of this Agreement, on and with effect from the Effective Date, the Original Senior Facility G Agreement will be amended so that it reads as if it were restated in the form set out in Schedule 4 (Amended and Restated Senior Facility G Agreement).

3.3 Amendment and Restatement of the Original Senior Facility H Agreement

Subject to the terms of this Agreement, on and with effect from the Effective Date, the Original Senior Facility H Agreement will be amended so that it reads as if it were restated in the form set out in Schedule 5 (Amended and Restated Senior Facility H Agreement).

3.4 Finance Documents

On and with effect from the Effective Date, any reference in a Finance Document to the "Common Terms Agreement", "Senior Facility G Agreement" and the "Senior Facility H Agreement" shall be a reference to that agreement as amended pursuant to this Agreement.

REPRESENTATIONS AND WARRANTIES

Each Obligor makes the representations and warranties set out in this Clause to each Finance Party on the Signature Date and on the Effective Date. References in this Clause to it or its include, unless the context otherwise requires, each Obligor.

4.1 Status

4.1.1 It is a limited liability corporation, duly incorporated and validly existing under the laws of its jurisdiction of incorporation.

4.1.2 It and each of its Subsidiaries has the power to own its assets and carry on its business as it is being conducted.

4.2 Capacity, power and authority

4.2.1 It has the legal capacity and power to enter into and perform, and has taken all necessary action to authorise the entry into and performance of, this Agreement and the other Finance Documents to which it is or will be a party and the transactions contemplated by this Agreement and those other Finance Documents.

4.2.2 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 this Agreement and the other Finance Documents to which it is a party.

4.3 Binding obligations

4.3.1 The obligations expressed to be assumed by it in this Agreement and each Finance Document to which it is a party are legal, valid, binding and enforceable obligations.

4.3.2 This Agreement and each other Finance Document to which it is a party is in the proper form for its enforcement in the jurisdiction of its incorporation.

4.3.3 Each original Security Document to which it is a party creates the security interests which that original Security Agreement purports to create and those security interests are valid and effective.

4.4 Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by, this Agreement and the other Finance Documents to which it is a party and the establishment of Transaction Security pursuant to the Security Documents to which it is a party, do not and will not conflict with:

4.4.1 any law or regulation applicable to it;

4.4.2 its or any of its Subsidiaries' constitutional documents; or

4.4.3 any material agreement or instrument binding upon it or any of its Subsidiaries or any of its or any of its Subsidiaries' assets or constitute a default or termination event (however described) under any such agreement or instrument.

4.5 Authorisations

Except as expressly set out in Schedule 10 (Disclosure Schedule) of the Common Terms Agreement, all authorisations required:

4.5.1 to enable it lawfully to enter into, exercise its rights and comply with its obligations under this Agreement and the other Finance Documents to which it is a party;

4.5.2 to make this Agreement and the other Finance Documents to which it is a party admissible in evidence in its jurisdiction of incorporation; and

4.5.3 for it and those of its Subsidiaries which are members of the Group to carry on their respective businesses in the ordinary course and in all material respects as they are being conducted,

have been obtained or effected and are in full force and effect.

4.6 Default

No Default is continuing or would result from the entry into and performance by it of, and the transactions contemplated by, this Agreement and the other Finance Documents.

4.7 Repeating Representations

The Repeating Representations:

4.7.1 are true; and

4.7.2 would also be true if references to the Original Common Terms Agreement, the Original Senior Facility G Agreement and the Original Senior Facility H Agreement were construed as references to the Amended and Restated Common Terms Agreement, the Amended and Restated Senior Facility G Agreement and the Amended and Restated Senior Facility H Agreement.

In each case, each Repeating Representation is made by reference to the circumstances existing at the Signature Date and the Effective Date, as applicable, as if references to the Original Common Terms Agreement, the Original Senior Facility G Agreement and the Original Senior Facility H Agreement are references to the Amendment Document with reference to the facts and circumstances existing as at the date of this Agreement or the Effective Date, as applicable.

GUARANTEES

On the Effective Date, each Obligor:

5.1 confirms its acceptance of the Amendment Documents;

5.2 agrees that it is bound as an Obligor by the terms of the Amendment Documents; and

5.3 confirms that its guarantee under clause 18 (Guarantee and Indemnity) of the Common Terms Agreement:

5.3.1 continues in full force and effect on the terms of the Amended Documents; and

5.3.2 extends to the obligations of the Obligors under the Finance Documents (including the Amendment Documents).

SECURITY

On the Effective Date, each Obligor hereby agrees and confirms that notwithstanding any amendments which may be made to any Finance Document and the imposition of any amended, new or more onerous obligations under the original Security Agreements pursuant to this Agreement and/or the amendments arising pursuant to this Agreement:

6.1 any Security created by it under the Security Documents extends to the obligations of the Obligors under the Finance Documents (including the Amended and Restated Common Terms Agreement, the Amended and Restated Senior Facility G Agreement and the Amended and Restated Senior Facility H Agreement); and

6.2 the Security created under each Security Document to which it is a party continues in full force and effect on the terms of the respective Security Documents.

RESIGNATION

The Finance Parties consent to the Resigning Guarantor resigning as a Guarantor under the Common Terms Agreement, as an "Indemnifier" under the Counter-indemnity Agreement and as "Cedent" under the Obligor Security Cession & Pledge.

INTEREST

The Parties record that the Interest payable under the Senior Facility G Agreement and the Senior Facility H Agreement was not paid on 31 December, 2022 and that the Interest payments have been rearranged under the Amended and Restated Senior Facility G Agreement and the Amended and Restated Senior Facility H Agreement to allow for the unpaid interest to be capitalised.

MISCELLANEOUS

9.1 This Agreement is a Finance Document.

9.2 The Original Common Terms Agreement, Original Senior Facility G Agreement, the Original Senior Facility H Agreement and this Agreement will, from the Effective Date, be read and construed as one document.

9.3 Except as otherwise provided in this Agreement, the Finance Documents remain in full force and effect without any amendment whatsoever.

9.4 Except to the extent expressly waived in this Agreement, no waiver is given by this Agreement and the Lenders expressly reserve all their rights and remedies in respect of any breach of, or other Default under, the Finance Documents.

GOVERNING LAW

This Agreement is governed by the laws of South Africa.

COUNTERPARTS

This Agreement 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 Agreement.

SCHEDULE 1

THE OBLIGORS

****	Name of Borrower	Jurisdiction ofIncorporation	Registration number (or equivalent, if any)
1.	Lesaka Technologies Proprietary Limited	South Africa	2002/031446/07
****	Name of Guarantor	Jurisdiction ofIncorporation	Registration number (or equivalent, if any)
---	---	---	---
1.	EasyPay Proprietary Limited	South Africa	1983/008597/07
2.	Lesaka Technologies Proprietary Limited	South Africa	2002/031446/07
3.	Lesaka Technologies, Inc	State of Florida, United States	N/A
4.	Moneyline Financial Services Proprietary Limited	South Africa	1998/020799/07
5.	Net1 Applied Technologies Netherlands B.V.	Netherlands	34307123
6.	Net1 Finance Holdings Proprietary Limited	South Africa	1998/020801/07
87.	Prism Holdings Proprietary Limited	South Africa	1998/018949/07
8.	Prism Payment Technologies Proprietary Limited	South Africa	1990/005062/07
9.	Pros Software Proprietary Limited	South Africa	2005/043662/07
10.	RMT Systems Proprietary Limited	South Africa	2001/028826/07
11.	Smartswitch Netherlands Holdings B.V.	Netherlands	76723178

SCHEDULE 2

CONDITIONS PRECEDENT

Original Obligors

1.1 A copy of the constitutional documents of each Original Obligor or confirmation that the constitutional documents of each Original Obligor have not changed since they were last provided.

1.2 A copy of a resolution of the board of directors of each Original Obligor and other members of the Group which are party to this Agreement:

1.2.1 approving the terms of, and the transactions contemplated by, this Agreement and resolving that it execute this Agreement;

1.2.2 authorising it, for all purposes required under sections 45 and/or 46 of the Companies Act (as applicable), to provide the "financial assistance" and to make any "distribution" that may arise as a result of its entry into of this Agreement;

1.2.3 authorising a specified person or persons to execute this Agreement on its behalf; and

1.2.4 authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with this Agreement.

1.3 A copy of a special resolution duly passed by the holders of the issued shares of each Original Guarantor authorising it, for all purposes required under section 45 of the Companies Act, to provide the "financial assistance" that may arise as a result of its entry into this Agreement.

1.4 A specimen of the signature of each person authorised by the resolution referred to in paragraph 1.2 above.

1.5 A certificate of the Borrower and each other Original Obligor (signed by a director or other authorised signatory):

1.5.1 confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded.

1.5.2 certifying that each copy document relating to it specified in this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the Effective Date.

1.6 A certificate of the Borrower (signed by a director or other authorised signatory) confirming as at the Effective Date that:

1.6.1 no Default or Event of Default has occurred or is continuing or will result from the execution of this Agreement;

1.6.2 the representations and warranties set out in Clause 19 (Representations) of the Common Terms Agreement are true and correct in all respects;

1.6.3 that no event or series of events or circumstances has occurred or arisen which, in the Borrower's opinion, is likely to have a Material Adverse Effect;

1.6.4 that no investigation, litigation, arbitration or administrative proceedings of or before any court, arbitral body, competent competition authority or other regulatory authority or government agency which, if adversely determined, will have or is reasonably likely to have a Material Adverse Effect have, to the best of its knowledge and belief, been started or threatened against it or any member of the Group.

1.7 If such Original Obligor is a US Guarantor, a certificate as to the existence and good standing (including verification of tax status, if generally available) of such US Guarantor from the appropriate governmental authorities in such US Guarantor's jurisdiction of organisation, in form and substance satisfactory to the Facility Agent and its counsel.

1.8 If such Original Obligor is a US Guarantor, a solvency certificate signed by the chief financial officer of such Obligor in form and substance satisfactory to the Facility Agent and its counsel.

Legal opinions

2.1 A legal opinion of McDermott Will & Emery LLP, legal advisers to the Obligors in the US, addressed to the Facility Agent for and on behalf of the Finance Parties, substantially in the form distributed to the Original Senior Lenders prior to signing this Agreement, in respect of the capacity, powers and authority of those members of the Group incorporated in the US which are party to the Finance Documents, to enter into and perform their obligations under this Agreement and the due execution of this Agreement.

2.2 A legal opinion of DLA Piper, legal advisers to the Obligors in the Netherlands, addressed to the Facility Agent for and on behalf of the Finance Parties, substantially in the form distributed to the Original Senior Lenders prior to signing this Agreement, in respect of the capacity, powers and authority of those members of the Group incorporated in the Netherlands which are party to the Finance Documents, to enter into and perform their obligations under this Agreement and the due execution of this Agreement.

Other documents and evidence

3.1 Confirmation by the VCP Investment Manager that the VCP Undertaking remains in full force and effect notwithstanding any amendments to the Finance Documents pursuant to this Agreement.

3.2 A copy of any other authorisation or other document, opinion or assurance which the Facility Agent considers to be necessary (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.

SCHEDULE 3

AMENDED AND RESTATED COMMON TERMS AGREEMENT

EXECUTION

COMMON TERMS AGREEMENT

ORIGINALLY DATED 21 JULY, 2017 AS AMENDED AND RESTATED ON 9 MARCH, 2018, 26 SEPTEMBER, 2018, 4 SEPTEMBER, 2019 AND 24 JANUARY, 2022 AND 16 MARCH, 2023

SENIOR TERM LOAN AND REVOLVING CREDIT FACILITIES

for

LESAKA TECHNOLOGIES PROPRIETARY LIMITED (FORMERLY KNOWN AS NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY LIMITED) (the Borrower)

with

LESAKA TECHNOLOGIES, INC (FORMERLY KNOWN AS NET1 UEPS TECHNOLOGIES, INC) (Holdco)

arranged by

FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION) (the Arranger)

and

THE FINANCIAL INSTITUTIONS LISTED IN PART II OF SCHEDULE 1 (THE ORIGINAL PARTIES) (the Original Senior Lenders)

with

FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION) (the Facility Agent)

and

MAIN STREET 1692 (RF) PROPRIETARY LIMITED (the Debt Guarantor)

CONTENTS

Clause	Page
1. Definitions and Interpretation	1
2. The Senior Facilities	30
3. Purpose	30
4. Conditions of Utilisation	31
5. Utilisation	32
6. Repayment	33
7. Prepayment and Cancellation	33
8. Prepayment Offers and Priorities	39
9. Interest and Interest Periods	42
10. Changes to the Calculation of Interest	42
11. Break Costs and Break Gains	43
12. Fees	43
13. Tax Gross-up and Indemnities	45
14. Changes in Costs	48
15. Other Indemnities	49
16. Mitigation by the Lenders	51
17. Costs and Expenses	51
18. Guarantee and Indemnity	53
19. Representations	58
20. Information Undertakings	66
21. Financial Covenants	71
22. General Undertakings	72
23. Events of Default	85
24. Changes to the Lenders	90
25. Changes to the Obligors	92
26. Changes to the Debt Guarantor	93
27. The Administrative Parties	94
28. Sharing Among the Finance Parties	95
29. Conduct of Business by the Finance Parties	96
30. Finance Party Rights	96
31. Payment Mechanics	97
32. Set-off	99
33. Calculations and Certificates	99
34. Notices	99
35. Amendments and Waivers	103
36. Confidentiality	103
37. General Provisions	105
38. Governing Law	107
39. Jurisdiction	107
40. Waiver of Jury Trial	107
41. Waiver of Immunity	107
Schedule 1 The Original Parties	109
---	---
Schedule 2 Conditions Precedent	111
Schedule 3 Form of Transfer Certificate	117
Schedule 4 Form of Accesion Letter	120
Schedule 5 Form of Resignation Letter	123
Schedule 6 Form of Compliance Certificate	125
Schedule 7 Form of Auditors Certification	127
Schedule 8 Acceptable Lenders	130
Schedule 9 Form of Confidentiality Undertaking	131
Schedule 10 Disclosure Schedule	135
Schedule 11 Dormant Subsidiaries	136

THIS AGREEMENT is made between:

(1) LESAKA TECHNOLOGIES PROPRIETARY LIMITED (FORMERLY KNOWN AS NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY LIMITED), registration number 2002/031446/07 (the Borrower);

(2) LESAKA TECHNOLOGIES, INC (FORMERLY KNOW AS NET1 UEPS TECHNOLOGIES, INC.) a Florida corporation (Holdco);

(3) THE PARTIES listed in Part I of Schedule 1 (The Original Parties) as original guarantors (the Original Guarantors);

(4) FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION), as mandated lead arranger (in this capacity, the Arranger);

(5) THE FINANCIAL INSTITUTIONS listed in Part II of Schedule 1 (The Original Parties) as original lenders (in this capacity, the Original Senior Lenders);

(6) FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION) as agent of the other Finance Parties (the Facility Agent); and

(7) MAIN STREET 1692 (RF) PROPRIETARY LIMITED, registration number 2019/109642/07, as holder of security for the benefit of the Finance Parties (the Debt Guarantor).

IT IS AGREED as follows**:**

SECTION 1 INTERPRETATION

DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

1.1.1 Acceptable Bank means:

(a) any of Absa Bank Limited, Capitec Bank Limited, FirstRand Bank Limited, Grindrod Bank Limited, Investec Bank Limited, Nedbank Limited and The Standard Bank of South Africa Limited;

(b) a bank or financial institution which has an international rating for its long-term unsecured and non-credit enhanced debt obligations of BBB- or higher by Standard & Poor's Ratings Services or Baa3 or higher by Moody's Investor Services Limited, or a comparable rating from an internationally recognised credit rating agency; or

1.1.2 Accession Letter means a document substantially in the form set out in Part I of Schedule 4 (Form of Accession Letter).

1.1.3 Additional Guarantor means a person which becomes an Additional Guarantor in accordance with Clause 25.2 (Additional Guarantors).

1.1.4 Administrative Parties means the Arranger, the Facility Agent or the Debt Guarantor (and Administrative Party, as the context requires, means any of them).

1.1.5 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.

1.1.6 Applicable Margin means, for any amount (including an Unpaid Sum) outstanding under a particular Senior Facility, the rate per annum specified as such in the applicable Senior Facility Agreement.

1.1.7 Approved Bank means an Acceptable Bank which has been given and has acknowledged all notices (if any) required to be given to it under an applicable Security Agreement.

1.1.8 Auditors means Deloitte, or any other firm appointed or otherwise approved in advance by the Facility Agent in accordance with Clause 20.5.2 (Auditors).

1.1.9 Availability Period, in relation to Senior Facility E, Senior Facility G or Senior Facility H has the meaning given to that term in the applicable Senior Facility Agreement.

1.1.10 Available Commitment, in relation to Senior Facility E, Senior Facility G or Senior Facility H means a Lender's Commitment under that Senior Facility minus:

(a) the amount of its participation in any outstanding Loans under that Senior Facility; and

(b) in relation to any proposed Utilisation, the amount of its participation in any Utilisations that are due to be made under that Senior Facility on or before the proposed Utilisation Date.

1.1.11 Available Facility, in relation to Senior Facility E, Senior Facility G or Senior Facility H means the aggregate for the time being of each Lender's Available Commitment in respect of that Senior Facility.

1.1.12 Base Rate means for an Interest Period of any Loan or Unpaid Sum, JIBAR, or for an Interest Period of a Loan which is less than a full period of three months (a Broken JIBAR Period), the rate determined in accordance with the following formula:

where:

R = the Base Rate;

R1 = JIBAR for the period closest to but less than the Broken JIBAR Period plus, if this would result in R1 being equal to the JIBAR Overnight Deposit Rate, 0.10 per cent.;

R2 = JIBAR for the period closest to but greater than the Broken JIBAR Period;

T = the number of days in the Broken JIBAR Period;

T1 = the number of days in the period for which R1 is quoted on the first day of the Broken JIBAR Period;

T2 = the number of days in the period for which R2 is quoted on the first day of the Broken JIBAR Period.

1.1.13 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 Lesaka Group.

1.1.14 Break Costs, in relation to any Senior Facility, has the meaning given to that term in the applicable Senior Facility Agreement.

1.1.15 Break Gains in relation to any Senior Facility, has the meaning given to that term in the applicable Senior Facility Agreement.

1.1.16 Business Day means a day (other than a Saturday, a Sunday or official public holiday) on which banks are open for general business in New York and Johannesburg.

1.1.17 Cash Paymaster means Cash Paymaster Services Proprietary Limited (registration number 1971/007195/07), a company registered under the laws of South Africa.

1.1.18 CCMS means Cash Connect Management Solutions Proprietary Limited (registration number 2017/029430/07), a company registered under the laws of South Africa.

1.1.19 CCMS Acquisition Agreement means the sale of shares agreement entitled "Sale of Shares Agreement" dated 31 October, 2021 between, among others, the Borrower and CCMS.

1.1.20 CCMS Group means CCMS and each of its Subsidiaries from time to time.

1.1.21 CCMS Finance Document means a "Finance Document" as defined in the facility agreement entitled "Facilities Agreement" dated on or about the Fourth Amendment and Restatement Agreement Signature Date between, among others, CCMS and the Lender.

1.1.22 CCMS Reorganisation Document means:

(a) the agreement entitled "Cancellation Agreement" concluded on 31 October 2021 between Luxanio and CCMS;

(b) the agreement entitled "Redemption Agreement" concluded on 31 October 2021 between CCMS and Richard Phillips;

(c) the agreement entitled "Share Sale Agreement" concluded on 31 October 2021 between Pierre Johann Liebenberg and CCMS; and

(d) the agreement entitled "Share Sale Agreement" concluded on 31 October 2021 between Alan Serrurier and CCMS.

1.1.23 CCMS Shares means all the shares in the share capital of CCMS owned directly or indirectly by the Borrower.

1.1.24 CCMS Target Company means:

(a) CCMS;

(b) K2021;

(d) Luxanio.

1.1.25 Cell C means Cell C Limited (registration number 1999/007722/06), a company registered under the laws of South Africa.

1.1.26 Closing Date means the date on which the Facility Agent issued the notice contemplated by Clause 4.1 (Initial conditions precedent), being 27 July, 2017.

1.1.27 Commitment means a Senior Facility E Commitment, a Senior Facility G Commitment or a Senior Facility H Commitment.

1.1.28 Companies Act means the Companies Act, 2008, including all regulations promulgated under that act.

1.1.29 Compliance Certificate means a certificate substantially in the form set out in Schedule 6 (Form of Compliance Certificate) or otherwise in the agreed form.

1.1.30 Confidential Information means all information relating to the Borrower, any other Obligor, the Group, the Finance Documents or a Senior Facility in the possession of a Finance Party 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 Senior 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,

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 information that:

(i) is or becomes public information other than as a result of any breach by that Finance Party of Clause 36 (Confidentiality); or

(ii) is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or

(iii) 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.

1.1.31 Confidentiality Undertaking means a confidentiality undertaking substantially in the form set out in Schedule 9 (Form of Confidentiality Undertaking) or otherwise in the agreed form.

1.1.32 Counter-indemnity Agreement means the written counter-indemnity, dated on or about the date of this Agreement, given by the Borrowers (on a joint and several basis) in favour of the Debt Guarantor.

1.1.33 Debt Guarantee means each written first-ranking Debt Guarantee, dated on or about the date of this Agreement, given by the Debt Guarantor in favour of the other Finance Parties or any other party for the obligations of the Obligors owed to those Finance Parties under the Finance Documents or any other party under any other document.

1.1.34 Debt Guarantor Management Agreement means the written agreement for the management and administration of the Debt Guarantor, dated on or about the date of this Agreement, between the Debt Guarantor and the Owner Trust Trustee.

1.1.35 Default means:

(a) an Event of Default; or

(b) any event or circumstance which (with the expiry of any applicable grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) would be an Event of Default.

1.1.36 Disruption Event means either or both of:

(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 Senior 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.

1.1.37 Dormant Subsidiary means each member of the Lesaka Group listed in Schedule 11 (Dormant Subsidiaries).

1.1.38 EasyPay means EasyPay Proprietary Limited (registration number 1983/008597/07), a company registered under the laws of South Africa.

1.1.39 EasyPay Shares means all the shares in the share capital of EasyPay owned directly or indirectly by Holdco.

1.1.40 Economic Failure means any adverse change, deterioration in existing market conditions, as determined in the sole discretion of the Facility Agent (acting on the instructions of the Lenders) (including any adverse change or other situation in the South African or international capital markets or in South African or international monetary, financial, political or economic conditions) which renders it unlawful, impossible or uneconomic for a Lender to make a Senior Facility available (or any part thereof) in terms of any Finance Document.

1.1.41 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

1.1.42 Environmental Claim means any claim, litigation, arbitral proceedings or administrative proceedings, formal notice or investigation by any authority in respect of any Environmental Law or any authorisation held (or required to be held) under applicable Environmental Law.

1.1.43 Environmental Law means any applicable law or regulation which relates to:

(a) the pollution or protection of the Environment;

(b) harm to or the protection of human health; or

(c) the generation, handling, storage, use, release, emission 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.

1.1.44 Environmental Permit 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 Lesaka Group or in respect of any immovable properties owned or used by any member of the Lesaka Group.

1.1.45 Event of Default means any event or circumstance specified in Clause 23 (Events of Default).

1.1.46 FATCA means:

(a) sections 1471 to 1474 of the Code, as amended from time to time, any current or future regulations or official interpretations thereof and any agreements entered into pursuant to section 1471(b) of the Code;

(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.

1.1.47 FATCA Deduction means a deduction or withholding from a payment under a Finance Document required by FATCA.

1.1.48 FATCA Exempt Party means a Party that is entitled to receive payments free from any FATCA Deduction.

1.1.49 Fee Letter means any letter or letters entered into by reference to this Agreement, dated on or about the Signature Date, between one or more Administrative Parties and the Borrower setting out any of the fees referred to in Clause 12 (Fees).

1.1.50 Fidelity Insurance Policy means the contract or policy of insurance with Senate Transit Underwriters Managers Proprietary Limited insuring cash-in-transit taken out by or on behalf of the Borrower on or about 25 September, 2018.

1.1.51 Fidelity Cash-in-Transit Agreement means the cash-in transit agreement dated on or about 26 September, 2018 between Fidelity Cash Solutions Proprietary Limited and the Borrower.

1.1.52 Fifth Amendment and Restatement Agreement means the written agreement entitled "Fifth Amendment and Restatement Agreement", dated on or about 15 March, 2023, between, amongst others, the Borrower (as borrower) and the Facility Agent.

1.1.53 Fifth Amendment and Restatement Date means "Effective Date" as defined in the Fifth Amendment and Restatement Agreement.

1.1.54 Final Maturity Date, in relation to any Senior Facility, has the meaning given to that term in the applicable Senior Facility Agreement.

1.1.55 Final Discharge Date means the date on which:

(a) the Senior Facility E Outstandings, Senior Facility G Outstandings or Senior Facility H Outstandings have been irrevocably and unconditionally paid and discharged in full (whether or not as a result of enforcement); and

(b) no Finance Party has any commitment whatsoever to provide finance or any other form of credit or financial accommodation to any person under any Finance Document,

as certified in writing by the Facility Agent (acting on the instructions of all the Lenders) within 5 Business Days of receipt of a request for confirmation from the Borrower, if all the requirements above have in fact been met.

1.1.56 Finance Document means:

(a) this Agreement;

(b) the First Amendment and Restatement Agreement;

(d) the Third Amendment and Restatement Agreement;

(e) the Fourth Amendment and Restatement Agreement;

(f) the Fifth Amendment and Restatement Agreement;

(g) each Senior Facility Agreement;

(h) the Debt Guarantee;

(i) the Counter-indemnity Agreement;

(j) the Subordination Agreement;

(k) each Security Document;

(l) each Security Structure Document;

(m) the Right to Match Letter;

(n) the Funds Flow and Release Agreement;

(o) any Fee Letter;

(p) the Intercreditor Agreement;

(q) a Transfer Certificate;

(r) any Accession Letter;

(s) any Resignation Letter;

(t) any Utilisation Request;

(u) a Compliance Certificate;

(v) any document amending any Finance Document referred to in this Clause above,

and any other document designated as such by agreement between the Facility Agent and the Borrower.

1.1.57 Finance Parties means the Lenders and the Administrative Parties (and Finance Party, as the context requires, means any of them).

1.1.58 Financial Indebtedness means any indebtedness for or in respect of:

(a) moneys borrowed, credit provided and debit balances at financial institutions;

(b) any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;

(c) any amount raised pursuant to 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 any Finance Lease;

(e) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;

(g) any Treasury Transaction (and, when calculating the value of that Treasury Transaction, only the mark-to-market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) shall be taken into account);

(h) any amount raised by the issue of a share which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) is or may become mandatorily redeemable or redeemable at the option of its holder (including upon the occurrence of any default under the terms of issue of any such share);

(i) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and

(j) 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.

1.1.59 Finbond means Finbond Group Limited (registration number 2001/015761/06), a company registered under the laws of South Africa.

1.1.60 Finbond Shares means all the shares in the share capital of Finbond owned directly or indirectly by the Borrower.

1.1.61 First Amendment and Restatement Agreement means the written agreement entitled "First Amendment and Restatement Agreement", dated on or about 9 March, 2018, between, amongst others, the Borrower (as borrower), FirstRand Bank Limited (acting through its Rand Merchant Bank division) (as lender) and the Facility Agent.

1.1.62 Fourth Amendment and Restatement Agreement means the written agreement entitled "Fourth Amendment and Restatement Agreement", dated on or about 12 January, 2022, between, amongst others, the Borrower (as borrower) and the Facility Agent.

1.1.63 Fourth Amendment and Restatement Date means "Effective Date" as defined in the Fourth Amendment and Restatement Agreement.

1.1.64 Fourth Amendment and Restatement Signature Date means the date on which, once the Fourth Amendment and Restatement Agreement has been signed by all the Parties, it is signed by the last Party to do so.

1.1.65 Fraudulent Transfer Law means any applicable US Bankruptcy Law or any applicable US state fraudulent transfer or conveyance law.

1.1.66 GAAP means generally accepted accounting principles in the United States.

1.1.67 Group means Holdco and each of its Subsidiaries from time to time.

1.1.68 Group Structure Chart means the written group structure diagram delivered to the Facility Agent pursuant to Clause 4.1 (Initial conditions precedent) and Schedule 2 (Conditions Precedent) on or before the Closing Date.

1.1.69 Guarantor means an Original Guarantor or an Additional Guarantor.

1.1.70 Holdco Shareholder Contribution means the aggregate amount of the subscription price received by Holdco in respect of shares subscribed for in the share capital of Holdco provided such share issue is a Permitted Share Issue under Clause 22.18.2(b) (Share capital).

1.1.71 Holding Company, in relation to a company or corporation, means any other company or corporation in respect of which it is a Subsidiary.

1.1.72 IFRS means international accounting standards within the meaning of IAS Regulation (EC) No 1606/2002 of the European Parliament and of the Council of the European Union, to the extent applicable to the relevant financial statements.

1.1.73 Insurance means any contract or policy of insurance and reinsurance taken out by or on behalf of a member of the Lesaka Group or under which it has a right to claim.

1.1.74 Intellectual Property Rights means:

(a) any know-how, patent, trade mark, service mark, design, invention, trading or business name, domain name, topographical or similar right;

(b) any copyright, data base or other intellectual property right; or

in each case whether registered or not, and includes any related application.

1.1.75 Intercreditor Agreement means the intercreditor agreement between the Finance Parties in relation to this Agreement and the other Finance Documents.

1.1.76 Interest Period, in relation to any Senior Facility, has the meaning given to that term in the applicable Senior Facility Agreement.

1.1.77 Interest Payment Date, in relation to any Senior Facility, has the meaning given to that term in the applicable Senior Facility Agreement.

1.1.78 ITA means the Income Tax Act 58 of 1962.

1.1.79 JIBAR means, for an Interest Period of any Loan or Unpaid Sum:

(a) the applicable Screen Rate; or

(b) (if no Screen Rate is available for the Interest Period of that 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.

1.1.80 JIBAR Overnight Deposit Rate means, for an Interest Period of any Loan or Unpaid Sum:

(a) the applicable Screen Rate; or

as of 11h00 on the Quotation Day for the offering of overnight deposits in Rand.

1.1.81 Joint Venture means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture or partnership (whether an en commandite partnership or any other 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.

1.1.82 K2021 means K2021477132 Proprietary Limited (registration number 2021/477132/07), a company registered under the laws of South Africa.

1.1.83 K2021 Group means K2021 and each of its Subsidiaries from time to time.

1.1.84 K2021 Shares means all the shares in the share capital of K2021 owned directly or indirectly by the Borrower.

1.1.85 Kwande means Kwande Group Proprietary Limited (registration number 2000/003245/07), a company registered under the laws of South Africa.

1.1.86 Kwande Group means Kwande and each of its Subsidiaries from time to time.

1.1.87 Lenders means:

(a) the Senior Facility E Lenders;

(b) the Senior Facility G Lenders; and

and Lender, as the context requires, means any of them.

1.1.88 Lesaka Group means each member of the Group from time to time, but excluding (a) Cash Paymaster, (b) members of the CCMS Group, (c) members of the K2021 Group, (d) members of the Kwande Group, (e) any Subsidiaries of Net1 Applied Technologies Netherlands and (f) SmartSwitch Botswana.

1.1.89 Loan means a loan made or to be made under a Senior Facility, or the principal amount outstanding of that loan from time to time.

1.1.90 Longstop Date means 31 July, 2017.

1.1.91 Luxanio means Luxanio 227 Proprietary Limited (registration number 2018/605739/07), a company registered under the laws of South Africa.

1.1.92 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 or condition (financial or otherwise), or the 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.

1.1.93 Material Contracts means any contract which contributes more than 5.00 per cent. of the total revenue of the Lesaka Group or which contributes more than 5.00 per cent. of Consolidated EBITDA of the Lesaka Group and more than ZAR10,000,000 of Consolidated EBITDA of the Lesaka Group.

1.1.94 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 Lesaka 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 Lesaka 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 Lesaka 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 1.2 (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 (other than Holdco and the Borrower);

(ii) any Subsidiary of Holdco which is a direct Holding Company of an Obligor;

(iii) each directly or indirectly wholly-owned Subsidiary of Holdco (other than any Dormant Subsidiary) which is a direct Holding Company of a Portfolio Company; or

(iv) any member of the Lesaka 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).

1.1.95 Mobikwik means One Mobikwik Systems Limited (previously known as One Mobikwik Systems Pvt Ltd) (Corporate Identity Number U64201HR2008PLC053766), a company registered under the laws of India.

1.1.96 Mobikwik Shares means all the shares in the share capital of Mobikwik owned directly or indirectly by Holdco.

1.1.97 Moneyline means Moneyline Financial Services Proprietary Limited (registration number 1998/020799/07), a company registered under the laws of South Africa.

1.1.98 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:

(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.

1.1.99 Net1 Applied Technologies Netherlands means Net1 Applied Technologies Netherlands BV (registration number 34307123), a company registered under the laws of the Netherlands.

1.1.100 Obligor Security Cession & Pledge means the pledge and cession in securitatem debiti of any shares in and claims against subsidiaries and investments, bank accounts, insurances, intellectual property rights, trade receivables, claims and relevant documents by the Obligors.

1.1.101 Obligors means the Borrower, Holdco and the Guarantors (and Obligor, as the context requires, means any of them).

1.1.102 Original Financial Statements means the audited consolidated financial statements of the Borrower for the financial year ended 30 June, 2021.

1.1.103 Original Obligors means the Borrower and the Original Guarantors (and Original Obligor, as the context requires, means any of them).

1.1.104 Original Senior Facility E Lender means the Original Senior Lender which has a Senior Facility E Commitment set opposite its name in Column 4 (Senior Facility E Commitment) of the table in Part II of Schedule 1 (The Original Parties).

1.1.105 Original Senior Facility G Lender means the Original Senior Lender which has a Senior Facility G Commitment set opposite its name in Column 5 (Senior Facility G Commitment) of the table in Part II of Schedule 1 (The Original Parties).

1.1.106 Original Senior Facility H Lender means the Original Senior Lender which has a Senior Facility G Commitment set opposite its name in Column 6 (Senior Facility G Commitment) of the table in Part II of Schedule 1 (The Original Parties).

1.1.107 Ovobix means Ovobix (RF) Proprietary Limited (registration number 2013/068120/07), a company registered under the laws of South Africa.

1.1.108 Owner Trust means the Main Street 1692 Owner Trust, a trust established and registered in accordance with the laws of South Africa for the purpose of holding the entire issued share capital of the Debt Guarantor.

1.1.109 Owner Trust Deed means the trust deed establishing the Owner Trust dated on or about the 12 August, 2019 between the Facility Agent and the Owner Trust Trustee.

1.1.110 Owner Trust Trustee means GMG Corporate Services (Africa) Proprietary Limited, registration number 2017/157610/07.

1.1.111 Party means a party to this Agreement.

1.1.112 Permitted Acquisition has the meaning given to that term in Clause 22.9 (Acquisitions).

1.1.113 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 Lesaka 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.

1.1.114 Permitted Disposal has the meaning given to that term in Clause 22.6 (Disposals).

1.1.115 Permitted Distribution has the meaning given to that term in Clause 22.19.1 (Distribution).

1.1.116 Permitted Encumbrance has the meaning given to that term in Clause 22.4 (Negative pledge).

1.1.117 Permitted Financial Indebtedness has the meaning given to that term in Clause 22.5 (Financial Indebtedness).

1.1.118 Permitted Guarantee has the meaning given to that term in Clause 22.12 (Third party guarantees).

1.1.119 Permitted Loan has the meaning given to that term in Clause 22.11 (Loans out).

1.1.120 Permitted Share Issue has the meaning given to that term in Clause 22.18.2 (Share capital).

1.1.121 Permitted Treasury Transaction has the meaning given to that term in Clause 22.13 (Treasury Transactions).

1.1.122 Prism means Prism Holdings Proprietary Limited (registration number 1998/018949/07), a company registered under the laws of South Africa.

1.1.123 Prism Shares means all the shares in the share capital of Prism owned directly or indirectly by Holdco.

1.1.124 Portfolio Company means:

(a) Mobikwik;

(b) Finbond; and

1.1.125 Pro Rata Share means, at any time:

(a) if there are no Senior Facility Outstandings under a Senior Facility at that time, the proportion which a Lender's Commitment under that Senior Facility bears to all the Commitments under that Senior Facility;

(b) at all other times, the proportion which a Lender's Senior Facility Outstandings under a Senior Facility bears to all the Senior Facility Outstandings under that Senior Facility.

1.1.126 Quotation Day, in relation to any period for which an interest rate is to be determined, means 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.

1.1.127 Recovered Net Proceeds has the meaning given to that term in Clause 7.4 (Mandatory prepayment - material disposal and insurance proceeds).

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

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 Repayment Instalment means, in relation to a Senior Facility, each scheduled instalment for the repayment of a Senior Loan, as set out in the relevant Senior Facility Agreement.

1.1.131 Repeating Representations means, at any time, the representations and warranties which are made or deemed to be repeated under Clause 19.30 (Times for making representations and warranties).

1.1.132 Representative means any representative, delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

1.1.133 Resignation Letter means a letter substantially in the form set out in Schedule 5 (Form of Resignation Letter).

1.1.134 Right to Match Letter means the right to match letter dated on or about the Fourth Amendment and Restatement Date.

1.1.135 Sanctioned Entity means:

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

(b) a person which is ordinarily resident in a country or territory which is listed on a Sanctions List or is subject to Sanctions.

1.1.136 Sanctioned Transaction means the use of the proceeds of the Senior Facilities for the purpose of financing or providing any credit, directly or indirectly, to:

(a) a Sanctioned Entity; or

(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.

1.1.137 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.

1.1.138 Sanctions Authority means:

(a) the United Nations;

(b) the European Union;

(d) the government of the United States of America;

(e) the government of the United Kingdom;

(f) the government of the Republic of France,

and any of their governmental authorities, 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 (MINEFI).

1.1.139 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.

1.1.140 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 "SFX 3M YLD" at the applicable time; or

(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 for the relevant period, 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.

1.1.141 Second Amendment and Restatement Agreement means the written agreement entitled "Second Amendment and Restatement Agreement", dated on or about 26 September, 2018, between, amongst others, the Borrower (as borrower), FirstRand Bank Limited (acting through its Rand Merchant Bank division) (as lender) and the Facility Agent.

1.1.142 Secured Account means a bank account held by either Holdco or the Borrower with FirstRand Bank Limited and secured in favour of the Debt Guarantor.

1.1.143 Security or Security Interest means:

(a) a mortgage bond, notarial bond, cession in security, pledge, hypothec, lien, charge, assignment or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect but excluding statutory preferences;

(b) any arrangement under which money or claims may be applied, set off or made subject to a combination of accounts so as to effect discharge of any sum owed or payable to any person; or

(c) any other type of preferential agreement or arrangement (including title retention) having an effect similar to the creation of a security interest.

1.1.144 Security Agent means the Facility Agent.

1.1.145 Security Agreement means:

(a) the Security Cession & Pledge;

(b) the Senior Facility E Cash Pledge;

(d) the Obligor Security Cession & Pledge.

1.1.146 Security Cession & Pledge means the pledge and cession in securitatem debiti of all the shares, securities and other ownership interests it holds in Cell C with all its debt claims (on shareholder loan account or otherwise) against any such person.

1.1.147 Security Document means:

(a) each Security Agreement; and

(b) any other document evidencing or creating any Security over any asset of any Obligor to secure any obligation of any Obligor to a Finance Party under the Finance Documents.

1.1.148 Security Structure Document means:

(a) the memorandum of incorporation of the Debt Guarantor;

(b) the Debt Guarantor Management Agreement; or

(c) the Owner Trust Deed, together with the letters of authority issued by the Master of the High Court in favour of the trustees of that trust.

1.1.149 Senior Facilities means Senior Facility E, Senior Facility G and Senior Facility H (and Senior Facility, as the context requires, means any of them).

1.1.150 Senior Facility Agreements means the Senior Facility E Agreement, the Senior Facility G Agreement and the Senior Facility H Agreement (and Senior Facility Agreement, as the context requires, means any of them).

1.1.151 Senior Facility Loan means a Loan under a Senior Facility.

1.1.152 Senior Facility E means the facility described in Clause 2 (The Senior Facilities) made available under this Agreement and the Senior Facility E Agreement.

1.1.153 Senior Facility E Agreement means the R1,400,000,000 facility agreement, dated on or about the date of the Second Amendment and Restatement Agreement, between the Original Senior Facility E Lenders, the Facility Agent and the Borrower (as borrower).

1.1.154 Senior Facility E Cash Pledge means the pledge of cash and cession in securitatem debiti the cash and related rights by the Borrower.

1.1.155 Senior Facility E Commitment means:

(a) in relation to the Original Senior Facility E Lender, the amount set opposite its name under the heading "Senior Facility E Commitment" in Part II of Schedule 1 (The Original Parties) and the amount of any other Senior Facility E Commitment transferred to it under this Agreement; and

(b) in relation to any other Senior Lender, the amount of any Senior Facility E Commitment transferred to it under this Agreement,

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

1.1.156 Senior Facility E Lenders means:

(a) the Original Senior Facility E Lender; and

(b) any bank, financial institution, trust, fund or other entity which becomes a Party as a Senior Facility E Lender after the Signature Date in accordance with Clause 24 (Changes to the Lenders),

in each case, which has not ceased to be a Party in accordance with the terms of this Agreement (and Senior Facility E Lender, as the context requires, means any of them).

1.1.157 Senior Facility E Loan means a Loan under Senior Facility E.

1.1.158 Senior Facility E Outstandings means at any time, in relation to a Senior Facility E Lender, the aggregate of all amounts of loan principal, accrued interest, Break Costs, prepayment penalties, fees and all other amounts outstanding in respect of Senior Facility E under the Finance Documents (including, without limitation, any claim for damages or restitution, any claim as a result of any recovery by an Obligor or another person of a payment or discharge under the Finance Documents on the grounds of preference, and each amount which would be included in any of the above but for any discharge, non-provability or unenforceability of a claim in any insolvency or other proceedings).

1.1.159 Senior Facility E Security Cession means the cession in securitatem debiti of all the banks accounts, insurances and related rights by the Borrower.

1.1.160 Senior Facility G means the bullet term loan and revolving credit facility described in Clause 2 (The Senior Facilities) made available under this Agreement and the Senior Facility G Agreement.

1.1.161 Senior Facility G Agreement means the term loan and revolving credit facility agreement, originally dated on or about the Fourth Amendment and Restatement Date, between the Original Senior Facility G Lenders, the Facility Agent and the Borrower (as borrower) as amended from time to time.

1.1.162 Senior Facility G Commitment means:

(a) in relation to an Original Senior Lender, the amount set opposite its name under the heading "Senior Facility G Commitment" in Part II of Schedule 1 (The Original Parties) and the amount of any other Senior Facility G Commitment transferred to it under this Agreement; and

(b) in relation to any other Senior Lender, the amount of any Senior Facility G Commitment transferred to it under this Agreement,

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

1.1.163 Senior Facility G Lenders means:

(a) any Original Senior Facility G Lender; and

(b) any bank, financial institution, trust, fund or other entity which becomes a Party as a Senior Facility G Lender after the Fourth Amendment and Restatement Date in accordance with Clause 24 (Changes to the Lenders),

in each case, which has not ceased to be a Party in accordance with the terms of this Agreement (and Senior Facility G Lender, as the context requires, means any of them).

1.1.164 Senior Facility G Loan means a Loan under Senior Facility G.

1.1.165 Senior Facility G Outstandings means at any time, in relation to a Senior Facility G Lender, the aggregate of all amounts of loan principal, accrued interest, Break Costs, prepayment penalties, fees and all other amounts outstanding in respect of Senior Facility G under the Finance Documents (including, without limitation, any claim for damages or restitution, any claim as a result of any recovery by an Obligor or another person of a payment or discharge under the Finance Documents on the grounds of preference, and each amount which would be included in any of the above but for any discharge, non-provability or unenforceability of a claim in any insolvency or other proceedings).

1.1.166 Senior Facility H means the bullet term loan facility described in Clause 2 (The Senior Facilities) made available under this Agreement and the Senior Facility H Agreement.

1.1.167 Senior Facility H Agreement means the bullet term loan facility agreement, originally dated on or about the Fourth Amendment and Restatement Date, between the Original Senior Facility H Lenders, the Facility Agent and the Borrower (as borrower) as amended from time to time.

1.1.168 Senior Facility H Commitment means:

(a) in relation to an Original Senior Lender, the amount set opposite its name under the heading "Senior Facility H Commitment" in Part II of Schedule 1 (The Original Parties) and the amount of any other Senior Facility H Commitment transferred to it under this Agreement; and

(b) in relation to any other Senior Lender, the amount of any Senior Facility H Commitment transferred to it under this Agreement,

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

1.1.169 Senior Facility H Lenders means:

(a) any Original Senior Facility H Lender; and

(b) any bank, financial institution, trust, fund or other entity which becomes a Party as a Senior Facility H Lender after the Fourth Amendment and Restatement Date in accordance with Clause 24 (Changes to the Lenders),

in each case, which has not ceased to be a Party in accordance with the terms of this Agreement (and Senior Facility H Lender, as the context requires, means any of them).

1.1.170 Senior Facility H Loan means a Loan under Senior Facility H.

1.1.171 Senior Facility H Outstandings means at any time, in relation to a Senior Facility H Lender, the aggregate of all amounts of loan principal, accrued interest, Break Costs, prepayment penalties, fees and all other amounts outstanding in respect of Senior Facility H under the Finance Documents (including, without limitation, any claim for damages or restitution, any claim as a result of any recovery by an Obligor or another person of a payment or discharge under the Finance Documents on the grounds of preference, and each amount which would be included in any of the above but for any discharge, non-provability or unenforceability of a claim in any insolvency or other proceedings).

1.1.172 Senior Facility Lenders means the Senior Facility E Lenders, the Senior Facility G Lenders and the Senior Facility H Lenders (and Senior Facility Lender, as the context requires, means any of them).

1.1.173 Senior Facility Outstandings means the Senior Facility E Outstandings, the Senior Facility G Outstandings and the Senior Facility H Outstandings.

1.1.174 Senior Loans means the Senior Facility E Loans, the Senior Facility G Loans and the Senior Facility H Loans (and Senior Loan, as the context requires, means any of them).

1.1.175 Shareholder Contribution means the aggregate amount of:

(a) the subscription price received by the Borrower in respect of shares subscribed for in the share capital of Borrower provided such share issue is a Permitted Share Issue under Clause 22.18.2(f) (Share capital); and

(b) the proceeds of loans advanced to the Borrower by Holdco where any Financial Indebtedness arising as a result is Permitted Financial Indebtedness under Clause 22.5 (Financial Indebtedness).

1.1.176 Signature Date means the date on which, once this Agreement has been signed by all the Parties, it is signed by the last Party to do so, being 17 July, 2017.

1.1.177 Smart Life means The Smart Life Insurance Company Limited (registration number 1965/003119/06), a company registered under the laws of South Africa.

1.1.178 South Africa means the Republic of South Africa.

1.1.179 Subordination Agreement means the subordination agreement, dated on or about the Fourth Amendment and Restatement Date, between, amongst others, Holdco, the Borrower and the Finance Parties.

1.1.180 Subsidiary means in relation to any person:

(a) a subsidiary as defined in the Companies Act (including any person who would, but for not being a company under the Companies Act, qualify as a subsidiary as defined in the Companies Act);

(b) any partnership, joint venture, trust, juristic person or other entity controlled by that person.

1.1.181 SmartSwitch Botswana means SmartSwitch Botswana (Proprietary) Limited (registration number C0 2004/8272), a company registered under the laws of Botswana.

1.1.182 SmartSwitch Netherlands means SmartSwitch Netherlands Holdings BV (registration number 76723178), a company registered under the laws of the Netherlands.

1.1.183 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).

1.1.184 Third Amendment and Restatement Agreement means the written agreement entitled "Third Amendment and Restatement Agreement", dated on or about 4 September, 2019, between, amongst others, the Borrower (as borrower), FirstRand Bank Limited (acting through its Rand Merchant Bank division) and Nedbank Limited (acting through its Corporate and Investment Banking division) (as lenders) and the Facility Agent.

1.1.185 Third Amendment and Restatement Date means "Effective Date" as defined in the Third Amendment and Restatement Agreement.

1.1.186 Total Commitments means the aggregate of the following:

(a) the Total Senior Facility E Commitments;

(b) the Total Senior Facility G Commitments; and

1.1.187 Total Senior Facility E Commitments means the aggregate of the Senior Facility E Commitments.

1.1.188 Total Senior Facility G Commitments means the aggregate of the Senior Facility G Commitments.

1.1.189 Total Senior Facility H Commitments means the aggregate of the Senior Facility H Commitments.

1.1.190 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 incurred by a member of the Lesaka Group in connection with the Acquisition within a period of twelve months from the Fourth Amendment and Restatement Date, limited to an aggregate maximum amount of R65,000,000.

1.1.191 Transaction Security means the Security created or expressed to be created for the benefit of the Finance Parties under this Agreement, together with such further Security as a Finance Party may from time to time be given for the obligations of an Obligor under the Finance Documents.

1.1.192 Transfer has the meaning given to it in Clause 24.1 (Cessions and delegations by the Lenders).

1.1.193 Transfer Certificate means a certificate substantially in the form set out in Schedule 3 (Form of Transfer Certificate) or otherwise in the agreed form.

1.1.194 Transfer Date, in relation to a Transfer, means the later of:

(a) the proposed Transfer Date specified in the Transfer Certificate; and

(b) the date on which the Facility Agent executes the Transfer Certificate.

1.1.195 Treasury Transaction means any derivative transaction entered into in connection with protection against or to benefit from fluctuations in any rate, price, index or credit rating.

1.1.196 Trigger Event means Lesaka Market Price Discussion Trigger Event or Lesaka Market Price Trigger Event (each as defined in the Senior Facility H Agreement).

1.1.197 Unpaid Sum means any sum due and payable but unpaid by an Obligor under the Finance Documents.

1.1.198 US and United States means the United States of America, its territories and possessions.

1.1.199 USD, Dollars or $ means the United Stated Dollar, the lawful currency of the United States.

1.1.200 US Bankruptcy Law means the United States Bankruptcy Code of 1978 (Title 11 of the United States Code), any other United States federal or state bankruptcy, insolvency or similar law;

1.1.201 US Guarantor means a Guarantor that is organized, incorporated or formed under the laws of the United States or any State thereof (including the District of Columbia).

1.1.202 Utilisation means a utilisation of a Senior Facility by way of a Loan.

1.1.203 Utilisation Date means the date of a Utilisation, being the date on which the relevant Loan is to be made.

1.1.204 Utilisation Request, in relation to any Facility, has the meaning given to that term in the applicable Senior Facility Agreement.

1.1.205 VAT means value added tax as provided for in the Value Added Tax Act, 1991, and any other Tax of a similar nature in a jurisdiction other than South Africa.

1.1.206 VCP Investment Fund means Value Capital Partners H4 QI Hedge Fund Portfolio.

1.1.207 VCP Investment Portfolios means Sentinel Retirement Fund, the Standard Bank Group Retirement Fund, FirstRand Group Retirement Fund, Eskom Pension and Provident Fund and Telkom Retirement Fund and such similar funds that VCP Investment Manager may manage from time to time.

1.1.208 VCP Event means the termination of the VCP Investment Management Agreement pursuant to clause 22 thereof.

1.1.209 VCP Investment Manager means Value Capital Partners Proprietary Limited (registration number 2016/242305/07), a company registered under the laws of South Africa.

1.1.210 VCP Manco means H4 Collective Investments (RF) Proprietary Limited (registration number 2002/009140/07), a company registered under the laws of South Africa.

1.1.211 VCP Investment Management Agreement means the investment management agreement dated 17 February, 2020 between H4 Collective Investments (RF) Proprietary Limited, acting on behalf of the H4 Qualified Investor Fund Scheme, in relation to the Value Capital Partners H4 QI Hedge Fund Portfolio and Value Capital Partners Proprietary Limited.

1.1.212 VCP Step-in Rights Letter means the step-in rights letter to be entered into between, among others, VCP Investment Manager for itself and in its capacity as manager of the VCP Investment Fund, the Borrower and the Facility Agent.

1.1.213 VCP Undertaking means the undertaking given by the VCP Investment Manager that it will procure that the VCP Investment Fund and/or VCP Investment Portfolios subscribe for shares to be issued by Holdco with a value of the USD equivalent of R350,000,000 on the terms and conditions set out in the agreement entitled "Securities Purchase Agreement" entered into between Holdco, the Borrower and VCP Investment Manager on or about Fourth Amendment and Restatement Agreement Signature Date.

1.1.214 ZAR, Rand or R means South African Rand, the lawful currency of South Africa.

1.2 Financial definitions

In this Agreement the following terms have the meanings set out below:

1.2.1 Adjusted EBITDA will be determined on the same basis as Consolidated EBITDA (as defined in Clause 1.2 (Financial Definitions)), except that references to the Borrower will be construed as references to the relevant Subsidiary, company or business and any management fees will be excluded from the determination.

1.2.2 Asset Cover Ratio in relation to the Borrower, at any time, means the ratio borne by (x) the Covenant Equity Value to (y) the Senior Facility G Outstandings.

1.2.3 Covenant Equity Value, at any time, means the sum of:

(a) the value of the EasyPay Shares, determined by multiplying the Adjusted EBITDA of EasyPay by 6 (being the valuation multiple);

(b) the value of the Net1 Universal Electronic Technological Solutions business division of the Borrower, determined by multiplying the Adjusted EBITDA of Net1 Universal Electronic Technological Solutions business division of the Borrower by 6 (being the valuation multiple);

(c) the value of the Prism Shares, determined by multiplying the Adjusted EBITDA of Prism by 6 (being the valuation multiple);

(d) the value of the Finbond Shares, determined by multiplying the number of Finbond Shares by the Finbond VWAP and multiplying the result by 0.85 (being the liquidity discount);

(e) the value of the CCMS Shares, determined by multiplying the Adjusted EBITDA of CCMS by 10 (being the valuation multiple) and deducting the Net Debt of CCMS (the CCMS Equity Value);

(f) the value of the K2021 Shares, determined by multiplying the Adjusted EBITDA of K2021 by 10 (being the valuation multiple) and deducting the Net Debt of K2021 (the K2021 Equity Value);

(g) the value of the Mobikwik Shares, determined, if Mobikwik has been listed by multiplying the number of Mobikwik Shares by the Mobikwik VWAP and, if Mobikwik has not been listed by multiplying the number of Mobikwik Shares by the price per share at the last equity raise;

(h) 90 per cent. of the book value of the Moneyline receivables;

(i) the amount of cash held in any bank account which is subject to a first-ranking Security Interest in favour of the Debt Guarantor,

provided that, in determining the Covenant Equity Value, the value of the aggregate of the CCMS Equity Value and the K2021 Equity Value must be at least 50 per cent of the Covenant Equity Value. To the extent that the value of the aggregate of the CCMS Equity Value and the K2021 Equity Value is not at least 50 per cent of the Covenant Equity Value, the Covenant Equity Value will be reduced so that the aggregate of the CCMS Equity Value and the K2021 Equity Value is 50 per cent of the Covenant Equity Value.

1.2.4 Cash means an amount of cash in hand (denominated in Rand or any other currency approved by the Facility Agent), or credit balances or amounts on deposit with an Acceptable Bank in South Africa to which a member of the Lesaka Group is alone (or together with other members of the Lesaka Group) beneficially entitled if:

(a) the cash is accessible and may be withdrawn in full by a member of the Lesaka Group within 30 days;

(b) access to and withdrawal of the cash is not contingent on the prior discharge of any indebtedness of any person or the satisfaction of any other condition;

(c) no Security exists over the cash or over claims in respect thereof (other than Security arising under the Security Documents); 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 Senior Facilities,

but excluding (A) any such cash in hand or credit balances or amounts on deposit held at Grindrod Bank Limited if, at any applicable time, the aggregate amount of such credit balances, amounts on deposit or certificates of deposit contemplated in Clause 1.2.5(a) issued by Grindrod Bank Limited exceeds R200,000,000 (or its equivalent in any other currency), and (B) any such cash in hand or credit balances or amounts on deposit at any applicable time relating to Settlement Assets of members of the Lesaka Group;

1.2.5 Cash Equivalents means, at any time:

(a) certificates of deposit maturing within 90 days after the relevant date of calculation, issued by an Acceptable Bank in South Africa;

(b) investments accessible and which can be monetised within 90 days in a South African money market collective investment scheme which:

(i) has an international credit rating of A-1 or higher by Standard & Poor's Ratings Services or P-1 or higher by Moody's Investor Services Limited, or a comparable rating from an internationally recognised credit rating agency;

(ii) invests substantially all its assets in securities of the type described in paragraph (a) above; or

in each case, denominated in Rand or another currency approved by the Facility Agent, and to which any member of the Lesaka Group is alone (or together with other members of the Lesaka Group) beneficially entitled at that time and which is not issued or guaranteed by any member of the Lesaka Group or subject to any Security (other than Security arising under the Security Documents) but excluding any certificates of deposit contemplated in Clause 1.2.5(a) issued by Grindrod Bank Limited if, at any applicable time, the aggregate amount of such certificates of deposit and any cash in hand or credit balances or amounts on deposit contemplated in Clause 1.2.4 held at Grindrod Bank Limited exceeds R200,000,000 (or its equivalent in any other currency);

1.2.6 CCMS Intercompany Loan means the R350,000,000 intercompany loan between CCMS (as lender) and the Borrower (as borrower).

1.2.7 Consolidated EBITDA, in relation to any Measurement Period, means the aggregate of the consolidated operating income of the Lesaka Group (including dividends received in Cash), in each case, for that period, without taking any account of the following items (without double counting):

(a) any Interest accrued as an obligation of any member of the Lesaka 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 members of the Lesaka Group and any amount of any rebate or credit in respect of Tax on profits, gains or income received or receivable by members of the Lesaka 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 against book value incurred by a member of the Lesaka Group on the disposal of any asset (other than trading stock) during that period;

(e) any gain over book value arising in favour of a member of the Lesaka Group on the disposal of any asset (other than trading stock) during that period and any gain arising on any revaluation of an asset during that period;

(f) any unrealised gains or losses due to exchange rate movements which are reported through the income statement;

(g) 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;

(h) the amount of profit or loss of any associate entity (which is not a member of the Lesaka Group) in which any member of the Lesaka Group has an ownership interest, to the extent (in respect of profit only) that the amount of such profit reported through the income statement exceeds the amount (net of any applicable withholding tax) received in cash by members of the Lesaka Group through distributions by that entity; and

(i) any extraordinary and exceptional items approved by the Facility Agent in writing before the applicable Measurement Date;

1.2.8 Finance Lease means any lease or hire purchase contract, a liability under which would, in accordance with IFRS in force be treated as a balance sheet liability, save for any Operating Lease.

1.2.9 Finbond VWAP, on any day, means the volume weighted average price at which Finbond shares traded on the stock exchange operated by the JSE Limited during the 5-day period which ended at close of trade on the previous trading day;

1.2.10 Interest means:

(a) interest and amounts in the nature of interest accrued;

(b) prepayment penalties or premiums incurred in repaying or prepaying any Financial Indebtedness;

(c) discount fees and acceptance fees payable or deducted in respect of any Financial Indebtedness, including fees payable in respect of letters of credit and guarantees;

(d) any net payment (or, if appropriate in the context, receipt) under any interest rate hedging agreement or instrument, taking into account any premiums payable;

(e) any dividends on shares if those shares constitute Financial Indebtedness for purposes of this Agreement; and

(f) any other payments and deductions of similar effect (including the finance cost element of Finance Leases),

and includes commitment and non-utilisation fees (including those payable under the Finance Documents), but excludes facility agent's and front-end, management, arrangement and participation fees with respect to any Financial Indebtedness (including those payable under the Finance Documents);

1.2.11 Measurement Date means:

(a) 30 September, 2017; and

(b) thereafter, the last day of March, June, September and December of each year;

1.2.12 Measurement Period means each period of 12 months ending on a Measurement Date;

1.2.13 Mobikwik VWAP, on any day, means the volume weighted average price at which Mobikwik shares traded on the stock exchange on which it is listed during the 5-day period which ended at close of trade on the previous trading day;

1.2.14 Nedbank ATM Facility Outstandings means at any time, in relation to Nedbank, the aggregate of all amounts of loan principal, accrued interest, break costs, prepayment penalties, fees and all other amounts outstanding in respect of the ATM facility made available under the Nedbank Facility Agreement (including, without limitation, any claim for damages or restitution, any claim as a result of any recovery by an Obligor or another person of a payment or discharge of the ATM facility made available under the Nedbank Facility Agreement on the grounds of preference, and each amount which would be included in any of the above but for any discharge, non-provability or unenforceability of a claim in any insolvency or other proceedings);

1.2.15 Nedbank Facility Agreement means the agreement entered into between Nedbank Limited (as lender) and Net1 Applied Technologies South Africa Proprietary Limited (now known as Lesaka Technologies Proprietary Limited) and the Obligors (as borrowers) on or about 13 December 2013 and as amended by the first addendum entered into on or about 18 December 2013, the second addendum entered into on or about 30 July 2015 and the third addendum entered into on or about 18 September 2018 as amended or replaced from time to time;

1.2.16 Nedbank GBF Commitment means, in relation to Nedbank Limited, its commitment in respect of the general banking facility set out in the Nedbank Facility Agreement, to the extent not cancelled, reduced or transferred by it under this Agreement or the Nedbank Facility Agreement;

1.2.17 Net Debt means, in relation to a member of the Group, at any time (a) the aggregate of the Financial Indebtedness of that member of the Group less the aggregate amount of all Cash and Cash Equivalents;

1.2.18 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 IFRS16 prior to 1 January, 2019 and solely as a result of changes to IFRS with effect from 1 January, 2019 is now classified as a Finance Lease.

1.2.19 Settlement Assets, at any time, means the cash and other funds that are treated and referred to as "settlement assets" in the relevant quarterly financial statements and/or annual financial statements of Holdco at that time;

1.2.20 Settlement Obligations, at any time, means the cash and other funds that are treated and referred to as "settlement obligations" in the relevant quarterly financial statements and/or annual financial statements of Holdco at that time.

1.3 Construction

1.3.1 In this Agreement, unless inconsistent with the context, any reference to:

(a) any Arranger, the Facility Agent, any Finance Party, any Lender, any Obligor, any Party or any other person shall be construed so as to include its successors in title, permitted cessionaries and permitted transferees;

(b) a document being in the agreed form means that the document is in a form previously agreed in writing by or on behalf of the Borrower and the Facility Agent or, if not so agreed, is in form and substance satisfactory to the Facility Agent;

(c) an amendment includes an amendment, supplement, novation, re-enactment, replacement, restatement or variation and amend will be construed accordingly;

(d) assets includes businesses, undertakings, securities, properties, revenues or rights of every description and whether present or future, actual or contingent;

(e) an authorisation includes authorisation, consent, approval, resolution, licence, permit, exemption, filing, notarisation, lodgement or registration;

(f) authority includes any court or any governmental, intergovernmental or supranational body, agency, department or any regulatory, self-regulatory or other authority;

(g) a disposal means a sale, transfer, cession, assignment, donation, grant, lease, licence or other alienation or disposal, whether voluntary or involuntary and whether pursuant to a single transaction or a series of transactions, and dispose will be construed accordingly;

(h) 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;

(i) fair value of any property means the value agreed in writing between the Borrower and the Finance Parties or, failing agreement, the value determined by an independent accountant or investment bank agreed to by the Borrower and the Finance Parties (or, failing agreement within 5 Business Days, appointed, at the request of either the Borrower or the Finance Parties, by the President of the South African Institute of Chartered Accountants, or the successor body thereto), which independent accountant or investment bank shall act as an expert and not as an arbitrator, shall be instructed to make his determination within 10 Business Days and shall determine the liability for his charges (which shall be paid accordingly), provided that if a determination is manifestly unjust and a court exercises its general power, if any, to correct such determination, the Parties shall be bound thereby;

(j) a Finance Document or any other agreement or instrument includes (without prejudice to any prohibition on amendments) all amendments (however fundamental) to that Finance Document or other agreement or instrument, including any amendment providing for any increase in the amount of a facility or any additional facility or replacement facility;

(k) a guarantee means (other than in Clause 18 (Guarantee and Indemnity) any guarantee, bond, letter of credit, indemnity or similar assurance against financial 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, that obligation is assumed in order to maintain or assist the ability of that person to meet any of its indebtedness;

(l) 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;

(m) know your customer requirements are the identification checks that a Finance Party requests in order to meet its obligations under any applicable law or regulation to identify a person who is (or is to become) its customer;

(n) a person includes any individual, company, corporation, unincorporated association or body (including a partnership, trust, fund, joint venture or consortium), government, state, agency, organisation or other entity whether or not having separate legal personality;

(o) a refinancing means an unscheduled repayment of Loans and other amounts outstanding under the Finance Documents which is funded, directly or indirectly, by way of Financial Indebtedness incurred or shares issued by a member of the Lesaka Group, and refinance will be construed accordingly;

(p) 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, inter-governmental or supranational body, agency, department or regulatory, self-regulatory or other authority;

(q) a provision of law is a reference to that provision as extended, applied, amended or re-enacted, and includes any subordinate legislation;

(r) one gender include a reference to the others; the singular includes the plural and vice versa; natural persons include juristic persons and vice versa; and

(s) a time of day is a reference to Johannesburg time.

1.3.2 Section, Clause and Schedule headings are for ease of reference only, and do not in any way affect the interpretation of a Finance Document.

1.3.3 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.

1.3.4 A Default (other than an Event of Default) is continuing if it has not been remedied within any applicable remedy period expressly provided for in a Finance Document or waived, and an Event of Default is continuing if it has not been waived.

1.3.5 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.

1.3.6 A term defined in a particular Clause of a Finance Document, unless it is clear from the Clause in question that application of the term is to be limited to the relevant Clause, shall bear the meaning ascribed to it for all purposes of the relevant Finance Document, notwithstanding that that term has not been defined in any interpretation Clause.

1.3.7 The Schedules to a 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.

1.3.8 Unless expressly otherwise provided in a Finance Document or inconsistent with the context, any number of days prescribed in a Finance Document must be calculated by including the first and excluding the last day, unless the day before that last day falls on a day that is not a Business Day, in which case, the day before that last day will instead be the next Business Day.

1.3.9 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.

1.3.10 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.

1.3.11 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.

1.3.12 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.

1.3.13 Unless the contrary intention appears:

(a) a reference to a Party will not include any person if it has ceased to be a Party under this Agreement;

(b) any obligation of an Obligor under the Finance Documents which is not a payment obligation remains in force for so long as any payment obligation of an Obligor is or may be or is capable of becoming outstanding under the Finance Documents; and

(c) any obligation of an Obligor under the Finance Documents includes an obligation on that Obligor not to contract or agree to do something or not to do something which would breach that first obligation, unless such contract or agreement is conditional on the approval of the Facility Agent (as required under any Finance Document).

1.4 Third party rights

1.4.1 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.

1.4.2 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.

SECTION 2 THE SENIOR FACILITIES

THE SENIOR FACILITIES

2.1 Senior Facility E

Subject to the terms of this Agreement and the Senior Facility E Agreement, the Senior Facility E Lenders make available to the Borrower a Rand-denominated overdraft facility in an aggregate amount equal to the Total Senior Facility E Commitments.

2.2 Senior Facility G

Subject to the terms of this Agreement and the Senior Facility G Agreement, the Senior Facility G Lenders make available to the Borrower a Rand-denominated bullet facility in an aggregate amount equal to the Total Senior Facility G Commitments.

2.3 Senior Facility H

Subject to the terms of this Agreement and the Senior Facility H Agreement, the Senior Facility H Lenders make available to the Borrower a Rand-denominated bullet facility in an aggregate amount equal to the Total Senior Facility H Commitments.

2.4 Finance Parties' rights and obligations

2.4.1 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.

2.4.2 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 is a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with Clause 2.4.3. 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 Senior 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.

2.4.3 A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

PURPOSE

3.1 Purpose

3.1.1 The Borrower shall apply all amounts borrowed by it under Senior Facility E for purposes of ordering cash to provide a cash float for the Lesaka Group's static automated teller machines and for no other purpose whatsoever.

3.1.2 The Borrower shall apply all amounts borrowed by it under Senior Facility G to:

(a) fund the acquisition of the CCMS Target Companies;

(b) fund the Transaction Costs incurred in respect of the acquisition of the CCMS Target Companies;

and for no other purpose whatsoever.

3.1.3 The Borrower shall apply all amounts borrowed by it under Senior Facility H to:

(a) fund the acquisition of the CCMS Target Companies;

(b) fund the Transaction Costs incurred in respect of the acquisition of the CCMS Target Companies,

and for no other purpose whatsoever.

3.2 Monitoring

No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement and a Senior Facility Agreement.

CONDITIONS OF UTILISATION

4.1 Initial conditions precedent

A Utilisation Request may not be given (and a Lender shall have no obligation to advance any Loan or provide any other form of credit or financial accommodation under any Senior Facility to any person) unless the Facility Agent has notified the Borrower that all the documents and other evidence listed in Part I of Schedule 2 (Conditions Precedent) have been received in form and substance satisfactory to the Lenders. The Facility Agent shall notify the Borrower as soon as reasonably practicable upon receiving confirmation of all the Lenders being so satisfied.

4.2 Further conditions precedent

Subject to the terms of this Agreement, a Lender will only be obliged to participate in a Loan or other Utilisation under a Senior Facility if, in the reasonable opinion of that Lender, on the date of the Utilisation Request and on the proposed Utilisation Date:

4.2.1 the Repeating Representations are correct in all material respects; and

4.2.2 no Default is continuing or would result from the proposed Utilisation.

4.3 Waiver or deferral of conditions precedent

Each condition precedent referred to in this Clause 4 is for the benefit solely of the Lenders. The Facility Agent (acting on the instructions of all the Lenders) may, by notice to the Borrower, waive or defer delivery of any condition precedent, in whole or in part, and subject to such other conditions (if any) as it may determine.

4.4 Failure to close

If the Closing Date has not occurred by 23h59 on the Longstop Date (or such later date as may be agreed by the Facility Agent, acting on the instructions of all the Lenders), the Total Commitments shall immediately, automatically and without a requirement for notice to be given to any person, be cancelled and reduced to zero.

UTILISATION

5.1 Utilisations under a Senior Facility Agreement

Subject to the terms of this Agreement, the Borrower may utilise a Senior Facility under a Senior Facility Agreement to which it is a party on the terms and conditions of the applicable Senior Facility Agreement.

5.2 Automatic cancellation

The Commitments of each Lender under a Senior Facility which, at that time, are unutilised, shall automatically be cancelled immediately at 11h00 on the last day of the Availability Period for the relevant Senior Facility.

SECTION 3 REPAYMENT, PREPAYMENT AND CANCELLATION

REPAYMENT

Subject to the terms of this Agreement, the Borrower shall repay all Loans made to it under a Senior Facility Agreement to which it is a party in full, in the amounts and on the dates specified in that Senior Facility Agreement, and otherwise in accordance with the terms of that Senior Facility Agreement.

PREPAYMENT AND CANCELLATION

7.1 Mandatory prepayment - illegality

If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement, to maintain its participation in any Loan:

7.1.1 that Lender shall notify the Facility Agent as soon as reasonably practicable upon becoming aware of that event;

7.1.2 upon the Facility Agent notifying the Borrower, the Available Commitment of that Lender will be immediately cancelled;

7.1.3 the Borrower shall repay that Lender's participation in the Loans (together with all other Senior Facility Outstandings due to that Lender) 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).

7.2 Mandatory prepayment - sanctions

7.2.1 If any member of the Group (including, for this purpose, Smart Life):

(a) is or becomes a Sanctioned Entity;

(b) participates in any manner in any Sanctioned Transaction,

each Obligor shall notify the Facility Agent promptly upon becoming aware of that event (unless that Obligor is aware that a notification has already been provided by another Obligor).

7.2.2 If any event contemplated by Clause 7.2.1 occurs, the following shall apply:

(a) upon the Facility Agent receiving a notice from an Obligor under Clause 7.2.1 or a similar notice from any Finance Party, it shall notify the Lenders as soon as reasonably practicable;

(b) a Lender shall not be obliged to fund any Utilisation;

(c) if a Lender so requires, the Facility Agent shall cancel the Commitments of that Lender and declare the participation of that Lender in all outstanding Utilisations, together with all other Senior Facility Outstandings due to that Lender due and payable, whereupon the Commitments of that Lender will be cancelled immediately and all such outstanding amounts will become due and payable on the last day of the Interest Period for each Loan occurring after the Facility Agent has so notified the Borrower or, if earlier, the date specified by the Facility Agent in that notice (being no earlier than the last day of any applicable grace period permitted by law).

7.3 Mandatory prepayment - change of control or transfer of business

7.3.1 If, at any time:

(a) The Ball Family Trust (Masters reference number IT959/98(T)), the Benjamin Trust (Masters reference number IT000052/2018(G)) and the Chen Trust (Masters reference number IT1196/2011(G)) do not or cease to hold legally and beneficially, and have the right to vote as it sees fit, in aggregate at least 50.1 per cent. of the issued share capital of the VCP Investment Manager;

(b) the VCP Investment Fund and VCP Investment Portfolios, collectively do not, or cease to, hold, legally and beneficially, and have the right to vote as VCP Investment Manager sees fit 20.00 per cent. of the issued share capital of Holdco;

(c) any VCP Event which is not remedied within any applicable period and as otherwise provided for in the VCP Investment Management Agreement (in its form on the Fourth Amendment and Restatement Date);

(d) any person, or group of persons acting in concert, gains control, directly or indirectly, of Holdco;

(e) the shares of common stock of Holdco are delisted from the NASDAQ Stock Market or the trade in those shares is suspended for more than five trading day (other than by reason of a general suspension of trading in securities by the NASDAQ Stock Market);

(f) the International Finance Corporation, an international organization established by articles of agreement among its member countries, including South Africa, (the IFC) gives notices of its intention to exercise its rights under the shareholders' agreement of Holdco to require Holdco to purchase any or all of the shares of common stock of Holdco held by the IFC;

(g) subject to Clause 7.3.2, Holdco does not, or ceases to, hold, legally and beneficially, and have the right to vote as it sees fit 100 per cent. of the issued share capital of the Borrower, SmartSwitch Netherlands and Net1 Applied Technologies Netherlands;

(h) subject to Clause 7.3.2, the Borrower does not, or ceases to, hold, legally and beneficially, and have the right to vote as it sees fit, directly or indirectly, 100 per cent. of the issued share capital of each other Obligor (other than Holdco, SmartSwitch Netherlands and Net1 Applied Technologies Netherlands);

(i) any Material Contract is terminated, suspended or not renewed; or

(j) there is one or more sales (whether in a single transaction or a series of related transactions) of assets of one or more members of the Lesaka Group associated with any operating division or business which, on a cumulative basis, contributed (directly or indirectly) more than 25.00 per cent. of Consolidated EBITDA or total assets of the Lesaka Group for the Measurement Period of the Lesaka Group most recently ended,

(each a Control Event) the Borrower shall promptly notify the Facility Agent upon becoming aware of that Control Event, and the following shall apply:

(i) a Lender shall not be obliged to fund any Utilisation; and

(ii) if a Lender so requires, the Facility Agent shall, by notice to the Borrower, cancel the Commitments of that Lender and declare the participation of that Lender in all outstanding Utilisations, together with all other Senior Facility Outstandings due to that Lender immediately due and payable, whereupon the Commitments of that Lender will be cancelled immediately and all such outstanding Utilisations will become immediately due and payable.

7.3.2 A Control Event shall not occur:

(a) in relation to Clause 7.3.1(g) where Holdco's shareholding, or the percentage of shares it is entitled to vote, reduces, directly or indirectly, by a maximum amount of 25.00 per cent. pursuant to a Permitted BEE Transaction; or

(b) in relation to Clause 7.3.1(h) where the Borrower's shareholding, or the percentage of shares it is entitled to vote, reduces, directly or indirectly, by a maximum amount of 25.00 per cent. pursuant to a Permitted BEE Transaction.

7.3.3 For purposes of this Clause:

(a) control, in relation to any company or similar organisation or person:

(i) the shares of which are not listed on a stock exchange, means another company or legal entity or person (whether alone or pursuant to an agreement with others):

(A) holds or controls more than 50 per cent. of the voting rights (taking into account when such voting rights can be exercised) in that company;

(B) has the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to appoint or remove the majority of that company's board of directors; or

(C) has the power to ensure the majority of that company's board of directors will act in accordance with its wishes; and

(ii) the shares of which are listed on a stock exchange, means:

(A) the holding of shares or the aggregate of holdings of shares or other securities in a company entitling the holder thereof to exercise, or cause to be exercised more than 50 per cent. of the voting rights at shareholder meetings of the company irrespective of whether such holding or holdings confers de facto control; or

(B) the holding or control by a shareholder or member alone or pursuant to an agreement with other shareholders or members of more than 50 per cent. of the voting rights in the company irrespective of whether such holding or holdings confers de facto control; and

(b) acting in concert means a group of persons who, pursuant to an agreement or undertaking (whether formal or informal) actively co-operate, through the acquisition of shares in the Borrower by any of them, either directly or indirectly, to obtain or consolidate control of the Borrower.

7.4 Mandatory prepayment - material disposal and insurance proceeds

7.4.1 In this Agreement:

Disposal Proceeds means the gross amount of consideration receivable by any member of the Lesaka Group (but in the case of the proceeds from the disposal of Bank Frick, when actually received), in cash or cash equivalent instruments which upon receipt are readily convertible into Cash on reasonable commercial terms pursuant to a disposal of assets:

(a) including the amount of any intercompany loan repaid by a person who ceases to be a member of the Lesaka Group to continuing members of the Lesaka Group;

(b) treating any amount owing by any purchaser of assets as consideration received in cash if such amount is payable in cash later than 6 Months after such disposal or, if such amount is payable in cash within 6 Months of such disposal, such cash will be taken into consideration on the date of receipt by the member of the Lesaka Group;

(d) treating consideration initially received in a form other than cash or such other cash instruments, as being received when and if that consideration is converted into cash or such other cash instruments or becomes readily so convertible on reasonable commercial terms;

(e) after deducting Taxes (and amounts reserved in respect of Taxes) paid or payable by members of the Lesaka Group as a result of that disposal of assets; and

(f) after deducting the properly evidenced costs and expenses incurred by members of the Lesaka Group to persons who are not members of the Lesaka Group directly in connection with that disposal of assets, including, in respect of the redundancy of employees or the relocation of employees which occurs as a result of that disposal of up to R80,000,000 during the term of this Agreement;

Excluded Disposal Proceeds means any Disposal Proceeds which the Facility Agent agrees in writing comprises Excluded Disposal Proceeds;

Excluded Insurance Proceeds means Insurance Proceeds received by a member of the Lesaka Group:

(a) which are received under the policy of insurance taken out by the Borrower with Senate Transit Underwriters Managers Proprietary Limited on or about the Second Amendment and Restatement Date;

(b) which are, or are to be, applied to meet a third party liability claim or to cover operating losses (including business interruption, interruption loss or other loss of revenue) in respect of which the relevant Insurance claim was made;

(c) which, to the extent that, under the authority of a resolution of the directors of the relevant member of the Lesaka Group, adopted and passed within 60 days of receipt of those Disposal Proceeds, are applied or contractually committed to be applied (and are then so applied) as soon as reasonably practicable and in any event within 90 days of the date of receipt (or such longer period as the Facility Agent may agree), in reinstating or replacing (on a like for like basis) any asset, or in defraying the loss or liability to which the claim relates; or

(d) which are in an amount per claim which is less than ZAR10,000,000 and, when taken together with the value of any other claims in the same financial year, are less than R20,000,000;

Insurance Proceeds means the proceeds of a claim under any contract of Insurance maintained by or which may be claimed by a member of the Lesaka Group, after deducting the reasonable, properly evidenced costs and expenses incurred by members of the Lesaka Group to persons who are not members of the Lesaka Group directly in connection with the recovery of that claim;

Material Disposal Proceeds means Disposal Proceeds other than Excluded Disposal Proceeds;

Material Insurance Proceeds means Insurance Proceeds other than Excluded Insurance Proceeds; and

Recovered Net Proceeds means Material Disposal Proceeds or Material Insurance Proceeds, as applicable.

7.4.2 The Borrower must notify the Facility Agent within 10 Business Days of the receipt of any Disposal Proceeds or Insurance Proceeds by a member of the Lesaka Group.

7.4.3 If a member of the Lesaka Group receives any Recovered Net Proceeds, the Borrower shall offer to prepay Utilisations and other Senior Facility Outstandings in an amount equal to the balance of those Recovered Net Proceeds, and procure that the Recovered Net Proceeds are applied to discharge any payments required to be made as a result of an acceptance of any such offer, all in accordance with the requirements of Clause 8 (Prepayment Offers and Priorities). If a Finance Party rejects such offer, any Trigger Event occurring as a result will be deemed to have been waived.

7.5 Voluntary prepayment

7.5.1 Subject to the provisions of this Clause below, the Borrower may, by giving not less than 10 Business Days' prior notice to the Facility Agent, prepay a Senior Loan or other amount utilised under a Senior Facility at any time, in whole or in part. A prepayment of part of a Senior Loan must be in a minimum amount of R20,000,000 and an integral multiple of R5,000,000 or such lesser amount as may be outstanding under the Finance Documents (or such other amount as may be agreed by the Facility Agent).

7.5.2 The Borrower may not make a voluntary prepayment (or procure the prepayment of) any Loan or other Facility Outstandings under a Senior Facility, unless it is a prepayment made from internally generated cash flows of the Lesaka Group and, for the purposes of this Clause, internally generated cash flows excludes any Financial Indebtedness raised by a member of the Lesaka Group.

7.6 Voluntary cancellation

7.6.1 The Borrower may, by giving the Facility Agent not less than 10 Business Days' prior notice (or such shorter period as the Facility Agent may agree) cancel an Available Facility, in whole or in part. A partial cancellation of any of an Available Facility must be in a minimum amount of ZAR20,000,000.

7.6.2 Any partial cancellation of an Available Facility under this Clause must be applied against the Commitment of each Lender under the relevant Senior Facility pro rata.

7.7 Cancellation and prepayment of a single Lender on a change of costs

7.7.1 If:

(a) any sum payable to any Lender by an Obligor is required to be increased under Clause 13.2 (Tax gross-up); or

(b) any Lender claims indemnification from the Borrower under Clause 13.3 (Tax indemnity) or Clause 14 (Changes in Costs),

the Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, and provided no Default is then continuing, give the Facility Agent notice of cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender's participation in the Utilisations.

7.7.2 On receipt of a notice of cancellation referred to in Clause 7.7.1, the Commitment of that Lender shall immediately be cancelled and reduced to zero.

7.7.3 On the last day of each Interest Period in relation to a Utilisation which ends after the Borrower has given notice of cancellation and/or repayment under Clause 7.7.1 (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay that Lender's participation in the relevant Utilisation together with all other Senior Facility Outstandings owed to that Lender under the relevant Facilities.

7.8 Re-borrowing and reinstatement

7.8.1 Unless otherwise provided, no amount of a Utilisation paid, repaid or prepaid under this Agreement or a Senior Facility Agreement may be re-borrowed under that Senior Facility Agreement.

7.8.2 No amount of the Total Commitments cancelled under this Agreement or a Senior Facility Agreement may be reinstated.

7.9 Application of partial prepayments

Any amount to be applied in prepayment of Utilisations and other Senior Facility Outstandings under this Agreement or a Senior Facility Agreement:

7.9.1 shall, in relation to any mandatory prepayment pursuant to this Clause 7, be applied in or towards discharging the Utilisation and other Senior Facility Outstandings under the Facilities pro rata;

7.9.2 in respect of a particular Senior Facility, shall be applied in or towards discharging the participation of Lenders in any Utilisation and other Senior Facility Outstandings under that Senior Facility pro rata;

7.9.3 in respect of Senior Facility E, will be applied against the any amount in respect of Senior Facility E, if any, that remains outstanding under that Senior Facility pro rata;

7.9.4 in respect of Senior Facility G, will be applied against the any amount in respect of Senior Facility G, if any, that remains outstanding under that Senior Facility pro rata;

7.9.5 in respect of Senior Facility H, will be applied against the any amount in respect of Senior Facility H, if any, that remains outstanding under that Senior Facility pro rata,

except, in respect of Clause 7.9.1, for a prepayment which is required to be made to a particular Lender under this Clause 7 or under Clause 8 (Prepayment Offers and Priorities).

7.10 Other provisions

7.10.1 If all or part of any Lender's participation in a Loan is repaid or prepaid and is not available for redrawing, an amount of that Lender's commitments (equal to the amount of the participation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.

7.10.2 If the Facility Agent receives any notice of prepayment or cancellation under this Clause 7 or a Senior Facility Agreement, it shall forward a copy of that notice as soon as reasonably practicable to either the Borrower or the affected Finance Parties, as appropriate.

7.10.3 Any notice of prepayment or cancellation given by a Party under this Clause 7 or a Senior Facility Agreement shall be irrevocable and, unless a contrary indication appears in a Finance Document, 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.

7.10.4 Except as expressly otherwise provided in this Clause 7 or a Senior Facility Agreement, any prepayment shall be made together with accrued interest on the amount prepaid, without premium or penalty except for any Break Costs which arise as a result of such prepayment or as may be otherwise provided in the applicable Senior Facility Agreement.

7.10.5 The Borrower shall not pay, repay or prepay all or any part of the Utilisations or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement and the applicable Senior Facility Agreement.

7.10.6 The Facility Agent may agree a shorter notice period for a voluntary prepayment or a voluntary cancellation under a Senior Facility.

PREPAYMENT OFFERS AND PRIORITIES

The provisions of this Clause 8 shall apply to all amounts that are required to be applied in or towards the prepayment of Utilisations and other Senior Facility Outstandings pursuant to Clauses 7.4 (Mandatory prepayment - material disposal and insurance proceeds) and Clause 22.19 (Distributions).

8.1 Initial Prepayment Offers

8.1.1 If a member of the Lesaka Group receives any amount of Recovered Net Proceeds or any Shareholder Contributions (in each case, the Distributable Balance), the Borrower, by way of a notice (an Initial Offer Notice) delivered to the Facility Agent no later than 10 Business Days after receipt of those Recovered Net Proceeds, as the case may be, shall offer (an Initial Prepayment Offer) to pay and discharge the participation of each Lender in Utilisations and other Senior Facility Outstandings that remain outstanding under the Senior Facilities as follows:

(a) provided no Event of Default has occurred and is continuing, all and any offer made by the Borrower pursuant to Clause 7.4.3 and any Shareholder Contributions (other than any Shareholder Contribution arising as a result of a Lesaka Market Price Trigger Event) must be in the following order of priority:

(i) firstly, in or towards discharging the Utilisations and other Senior Facility G Outstandings under Senior Facility G;

(ii) secondly, in or towards discharging the Utilisations and other Senior Facility H Outstandings under Senior Facility H;

(iii) thirdly, in or towards discharging the Utilisations and other Senior Facility E Outstandings under Senior Facility E;

(iv) fourthly, apply the balance in or towards discharging the Utilisations and any other Facility Outstandings under the Senior Facilities;

(b) all and any offer made by the Borrower in respect of any Shareholder Contribution arising as a result of a Lesaka Market Price Trigger Event must be offered in or towards discharging the Utilisations and other Senior Facility H Outstandings under Senior Facility H;

(c) upon the occurrence of an Event of Default and is continuing, all and any offer made by the Borrower pursuant to pursuant to Clause 7.4.3 and any Shareholder Contributions (other than any Shareholder Contribution arising as a result of a Lesaka Market Price Trigger Event) shall be offered in the order of priority set out below:

(i) firstly, in or towards payment of any accrued interest due but unpaid under the Finance Documents; and

(ii) secondly, in or towards discharging the Utilisations and other Senior Facility Outstandings under the Senior Facilities pro rata,

(in respect of each such Lender, its Distributable Share.

8.2 Acceptances and Additional Prepayment Offers

8.2.1 If a Lender wishes to accept an Initial Prepayment Offer or any part thereof, it must advise the Facility Agent of its acceptance and provide to it the following details:

(a) the amount of its available Distributable Share which it requires to be paid to it (an Accepted Prepayment Amount); and

(b) the maximum amount (the Additional Acceptances Limit) of any additional part of the Distributable Balance it would be prepared to accept (if any) in or towards payment and discharge of its participation in Utilisations and other Senior Facility Outstandings that remain outstanding under a Senior Facility in circumstances where one or more Lenders were to decline the applicable Initial Prepayment Offers made to them,

by way of a notice delivered to the Facility Agent no later than 5 Business Days after receipt of any applicable Initial Offer Notice (each such Lender which accepts any applicable Initial Prepayment Offer for the amount of its Distributable Share or any part thereof, being a Participating Lender). If a Lender fails to advise the Facility Agent of its acceptance of an Initial Prepayment Offer, as required under this paragraph, then it shall be deemed to have accepted the Initial Prepayment Offer in full.

8.2.2 The Facility Agent will advise the Borrower and the Lenders, by way of a notice (an Acceptances Confirmation) delivered to each of them within 2 Business Days following expiry of the 5 Business Day period within which any applicable Initial Prepayment Offers may be accepted, of the following:

(a) the Initial Prepayment Offers accepted (including offers that are deemed to have been accepted) and declined and the aggregate amount of Distributable Shares for which Initial Prepayment Offers have been declined (the Declined Balance); and

(b) in relation to each Participating Lender, that portion of the Declined Balance allocable to it (the Additional Prepayment Amount), being its Pro Rata Share (and for purposes of determining its Pro Rata Share it is assumed that the Senior Facility Outstandings of the Lenders declining the Initial Prepayment Offer are nil) of the Declined Balance limited to its Additional Acceptances Limit.

8.2.3 Upon delivery of an Acceptances Confirmation:

(a) the Borrower will be irrevocably deemed to have offered (the Additional Prepayment Offer) to pay and discharge to each Participating Lender (in addition to amounts accepted by it pursuant to Clause 8.2.1) its participation in Utilisations and other Senior Facility Outstandings that remain outstanding; and

(b) each Participating Lender will be deemed to have accepted the Additional Prepayment Offer,

in each case, for an amount equal to the Additional Prepayment Amount of each such Lender.

8.3 Payment

Following a receipt of Recovered Net Proceeds and delivery of an Acceptances Confirmation to the Borrower, the Borrower shall pay to the Facility Agent, for the account of each Participating Lender, the Accepted Prepayment Amount and the Additional Prepayment Amount (if any) of that Participating Lender, in full:

8.3.1 on the Interest Payment Date immediately following expiry of the 120 day period referred to in the definition of Excluded Disposal Proceeds and Excluded Insurance Proceeds (as applicable) in Clause 7.4 (Mandatory prepayment - material disposal and insurance proceeds) if the relevant Disposal Proceeds or Insurance Proceeds have not been applied within that 120-day period; or

8.3.2 if a Default is continuing, no later than the first Business Day following the date on which the Facility Agent delivers an Acceptances Confirmation to the Borrower.

8.4 Remaining amount of Distributable Balance

If, after having implemented the provisions of Clauses 8.1 and 8.2, the full amount of any Distributable Balance offered to Lenders is not required to be applied in or towards the payment, repayment or prepayment of Utilisation and other Senior Facility Outstandings, any remaining balance (or any part thereof) may be retained in the Lesaka Group and used for the general operations of the members of the Lesaka Group.

SECTION 4 COSTS OF UTILISATION

INTEREST AND INTEREST PERIODS

9.1 Calculation, accrual and payment

All interest on a Loan made to the Borrower under a Senior Facility Agreement shall be calculated, accrue and be paid by the Borrower for the account of the Lenders under the relevant Senior Facility in accordance with the terms of that Senior Facility Agreement.

9.2 Interest Periods

The Interest Periods which apply to a Loan made to the Borrower under a Senior Facility Agreement shall be governed by the terms of that Senior Facility Agreement.

9.3 Pricing flex

If an Economic Failure occurs or any change otherwise occurs in the domestic or international financial markets which affects the manner or the cost at which a Lender (the Affected Lender) is to fund its participation in a Senior Facility E Loan, a Senior Facility G Loan or a Senior Facility H Loan, then the rate of interest on each Lender's share of that Senior Facility E Loan, that Senior Facility G Loan or that Senior Facility H Loan shall, by notice from the Facility Agent to the Borrower (before the first Utilisation Date under Senior Facility E, Senior Facility G or Senior Facility H, as applicable), be increased by the amount necessary to ensure that, after such increase, the rate of return earned under the Senior Facility E, the Senior Facility G, the Senior Facility H or on the Affected Lender's (or its Affiliate's) overall capital will be the rate that it would have been earned, had that change not occurred.

CHANGES TO THE CALCULATION OF INTEREST

10.1 Absence of quotations

Subject to Clause 10.2, 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.

10.2 Market disruption

10.2.1 If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the Facility Agent shall advise the Borrower and the rate of interest on each Lender's share of that 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 the 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.

10.2.2 In this Agreement Market Disruption Event means:

(a) 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; or

(b) 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 Senior Loans exceed 20.00 per cent. of aggregate principal amount of Loans outstanding under the Senior Facilities that:

(i) the cost to them of funding their participation in that Loan from whatever source they may reasonably select would be in excess of JIBAR;

(ii) 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

(iii) 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.

10.3 Alternative basis of interest or funding

10.3.1 Without prejudice to the generality of Clause 10.2, if a Market Disruption Event occurs and the Facility Agent or the 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.

10.3.2 Any alternative basis agreed pursuant to Clause 10.3.1 shall, with the prior consent of all the Lenders and the Borrower, be binding on all Parties.

BREAK COSTS AND BREAK GAINS

11.1 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 repaid or prepaid on a day other than the last day of an Interest Period for that Loan or Unpaid Sum.

11.2 On the condition that no Default is then continuing, a Senior Facility Lender shall, within 10 Business Days of demand by the Borrower, pay to the Borrower the amount of any Break Gain attributable to all or any part of the participation of that Senior Facility Lender in a Loan being repaid or prepaid on a day other than the last day of an Interest Period for that Loan.

11.3 Each Lender shall provide a certificate confirming the amount of its Break Costs or Break Gains (as applicable) for any Interest Period in which they accrue.

FEES

12.1 Non-refundable Deal Origination Fee

The Borrower shall pay to each Arranger a non-refundable deal origination fee in the amount and at the times agreed in a Fee Letter.

12.2 Commitment Fees

The Borrower shall pay to each Lender a commitment fee in the amount and at the times agreed in a Fee Letter.

12.3 Facility Agent Fee

The Borrower shall pay to the Facility Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.

12.4 Debt Guarantor administration fee

The Company shall pay to the Debt Guarantor an administration fee in the amounts and at the times agreed in a letter addressed by the Owner Trust Trustee to the Company dated on or about 23 July, 2019, as that letter may be amended or replaced from time to time with the prior consent of the Company and the Facility Agent.

SECTION 5 ADDITIONAL PAYMENT OBLIGATIONS

TAX GROSS-UP AND INDEMNITIES

13.1 Definitions

13.1.1 In this Agreement:

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;

Tax Credit means a credit against, relief or remission for, or repayment of any Tax;

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;

Tax Payment means either the increase in a payment made by an Obligor to a Finance Party under Clause 13.2 or a payment under Clause 13.3.

13.1.2 Unless a contrary indication appears, in this Clause 13 a reference to determines or determined means a determination made in the absolute discretion of the person making the determination.

13.2 Tax gross-up

13.2.1 Each Obligor shall make all payments to be made by it free and clear of and without any Tax Deduction, unless a Tax Deduction is required by law.

13.2.2 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, as soon as reasonably practicable, 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 Borrower and that Obligor.

13.2.3 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.

13.2.4 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.

13.2.5 Within thirty 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.

13.3 Tax indemnity

13.3.1 Each Obligor shall (within three Business Days of demand by the Facility Agent) indemnify each Protected Party against, and shall 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) suffered for or on account of Tax by that Protected Party in respect of a Finance Document.

13.3.2 Clause 13.3.1 shall not apply:

(a) with respect to any Tax assessed on a Finance Party: (A) 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 (B) under the law of the jurisdiction in which that Finance Party's facility office is located in respect of amounts received or receivable in that jurisdiction, 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;

(b) to the extent a loss, liability or cost is compensated for by an increased payment under Clause 13.2 (Tax gross-up) or relates to a FATCA Deduction required to be made by a Party.

13.3.3 A Protected Party making, or intending to make a claim under Clause 13.3.1, shall notify the Facility Agent as soon as reasonably practicable of the event which will give, or has given, rise to the claim, following which the Facility Agent shall notify the Borrower or relevant Obligor of such claim.

13.3.4 A Protected Party shall, on receiving a payment from an Obligor under this Clause 13.3, notify the Facility Agent.

13.4 Tax Credit

Subject to Clause 29 (Conduct of Business by the Finance Parties), if an Obligor makes a Tax Payment and the relevant Finance Party determines that:

13.4.1 a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, or to that Tax Payment; and

13.4.2 that Finance Party has obtained, utilised and retained that Tax Credit,

the Finance Party shall pay an amount to the Obligor, as soon as reasonably practicable, 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.

13.5 Stamp taxes

Each Obligor shall (within three Business Days of demand) indemnify each Finance Party against, and shall pay to the relevant Finance Party, any cost, loss or liability that the relevant Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

13.6 Value added tax

13.6.1 All amounts set out or 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 a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to Clause 13.6.2, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document, that Party shall pay to the 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 such VAT (and such Finance Party shall provide an appropriate VAT invoice to such Party as soon as reasonably practicable).

13.6.2 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 Subject Party) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such Party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient will promptly pay to the Subject Party an amount equal to any credit or repayment obtained by the Recipient from the relevant tax authority which the Recipient reasonably determines is in respect of such VAT.

13.6.3 Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs or expenses, 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.

13.7 FATCA information

13.7.1 Subject to Clause 13.7.3, 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 (including its applicable "passthrough percentage" or other information required under the US Treasury regulations or other official guidance including inter-governmental agreements) as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA;

(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.

13.7.2 If a Party confirms to another Party pursuant to Clause 13.7.1 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.

13.7.3 Clause 13.7.1 shall not oblige any Finance Party to do anything, and Clause 13.7.1(c) 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

13.7.4 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 Clause 13.7.1(a) or (b) (including, for the avoidance of doubt, where Clause 13.7.3 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.

13.8 FATCA Deduction

13.8.1 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.

13.8.2 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 Company and the Agent and the Agent shall notify the other Finance Parties.

CHANGES IN COSTS

14.1 Increased costs

14.1.1 Subject to Clause 14.3, 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 as a result of:

(a) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation;

(b) compliance with any law or regulation made after the Signature Date; or

(c) compliance with any aspect of the Basel III Framework (including any national regulation which implements the Basel III Framework) whether implemented before or after the Signature Date,

including, without limitation, any such law or regulation (including the Basel III Framework) concerning capital adequacy requirements, liquid asset holding requirements, special deposit requirements, prudential limits, reserve assets or Tax.

14.1.2 In this Agreement:

Increased Costs means:

(a) a reduction in the rate of return from the Senior Facility or on a Finance Party's overall capital (including, without limitation, as a result of any reduction in the rate of return on capital brought about by more capital being required to be allocated by such Finance Party);

(b) an additional or increased cost; or

which is incurred or suffered by a Finance Party 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;

Basel III Framework means:

(a) the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer" published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

(b) the rules for global systemically important banks contained in "Global systemically important banks: assessment methodology and the additional loss absorbency requirement - Rules text" published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and

(c) any other guidance, standards or directives published by the Basel Committee on Banking Supervision relating to "Basel III".

14.2 Increased Cost claims

14.2.1 A Finance Party intending to make a claim pursuant to Clause 14.1 shall notify the Facility Agent, as soon as reasonably possible after becoming aware of the claim, of the event giving rise to the claim, following which the Facility Agent shall notify the Borrower as soon as reasonably practicable.

14.2.2 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.

14.3 Exceptions

14.3.1 Clause 14.1 (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 13.3 (Tax indemnity) (or would have been compensated for under that Clause but was not so compensated solely because any of the exclusions in that Clause applied); or

(d) attributable to the wilful breach by the relevant Finance Party of any law or regulation.

14.3.2 In this Clause 14.3, a reference to a Tax Deduction has the same meaning given to the term in Clause 13.1 (Definitions).

OTHER INDEMNITIES

15.1 Currency indemnity

15.1.1 If any sum due from an Obligor under the Finance Documents (a Sum), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the First Currency) in which that Sum is payable into another currency (the Second Currency) for the purpose of:

(a) making or filing a claim or proof against that Obligor; or

(b) obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

that Obligor shall as an independent obligation, within three Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

15.1.2 Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

15.2 Funding indemnities

15.2.1 The Obligors shall, within three Business Days of demand, indemnify each Finance Party against, and shall pay to each Finance Party, any cost, loss or liability (other than consequential damages or opportunity costs) incurred by that Finance Party as a result of:

(a) the occurrence of any Default;

(b) any information produced or approved by the Borrower or any member of the Group under or in connection with the Finance Documents being misleading or deceptive in any respect;

(c) any enquiry, investigation, subpoena (or similar order) or litigation with respect to any Obligor, or with respect to the transactions contemplated or financed under this Agreement;

(d) a failure by an Obligor to pay any amount due under a Finance Document on its due date;

(e) funding, or making arrangements to fund, its participation in a Utilisation requested by the 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 gross negligence or wilful default of that Finance Party alone);

(f) the Senior Facility Outstandings (or part thereof) not being paid, repaid or prepaid in accordance with the terms of this Agreement; or

(g) the taking, holding, protection or enforcement of any Transaction Security.

15.2.2 Each Obligor's liability in each case includes any loss or expense on account of funds borrowed, contracted for or utilised to fund any amount payable under any Finance Document or any Utilisation.

15.3 Indemnity to the Facility Agent and the Debt Guarantor

15.3.1 Each Obligor hereby indemnifies the Facility Agent and the Debt Guarantor against, and shall pay to the Facility Agent within 3 Business Days of demand, any cost, loss or liability (other than consequential damages or opportunity costs) incurred by the Facility Agent and the Debt Guarantor (acting reasonably) as a result of:

(a) investigating or taking any other action in connection with any event which it reasonably believes is a Default; or

(b) acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised.

15.3.2 Each Obligor hereby indemnifies the Facility Agent and Debt Guarantor against, and shall pay to the Facility Agent and the Debt Guarantor within 3 Business Days of demand, any cost, loss or liability incurred by the Facility Agent and Debt Guarantor as a result of:

(a) the taking, holding, protection or enforcement of any Transaction Security;

(b) any default by an Obligor in the performance of any of the obligations expressed to be assumed by it under the Finance Documents;

(c) the performance of its functions or the exercise of the rights, powers, discretions and remedies vested in the Facility Agent and the Debt Guarantor , in its capacity as such, by the Finance Documents or by law, except for any such cost, loss or liability arising as a result of the gross negligence or wilful default of the Facility Agent and Debt Guarantor; or

(d) instructing the Debt Guarantor or an instruction which otherwise relates to any of the Secured Property (otherwise, in each case, than by reason of the Facility Agent's or Debt Guarantor's gross negligence or wilful misconduct).

15.3.3 The Borrower shall reimburse to the Facility Agent and Debt Guarantor all such out-of-pocket expenses actually and reasonably incurred and properly evidenced within 5 Business Days of the Facility Agent and Debt Guarantor presenting the Borrower with a tax invoice in respect thereof.

MITIGATION BY THE LENDERS

16.1 Mitigation

16.1.1 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 amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Mandatory prepayment - Illegality), Clause 13 (Tax Gross-up and Indemnities) or Clause 14 (Changes in Costs).

16.1.2 Clause 16.1.1 does not in any way limit the obligations of any Obligor under the Finance Documents.

16.2 Limitation of liability

16.2.1 The Borrower hereby indemnifies each Finance Party against, and undertakes to pay to it on demand, all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 16.1.

16.2.2 A Finance Party is not obliged to take any steps under Clause 16.1 if, in the opinion of that Finance Party (acting reasonably):

(a) any law or regulation would not allow or permit it; or

(b) to do so might be prejudicial to it.

COSTS AND EXPENSES

17.1 Transaction expenses

The Borrower shall promptly on demand pay the Facility Agent, the Arranger and the Debt Guarantor and the Lenders the amount of all properly evidenced and agreed costs and expenses (including legal fees) reasonably incurred by any of them in connection with the negotiation, preparation, printing and execution of:

17.1.1 the setting up, maintaining and unwinding of the Debt Guarantor structure;

17.1.2 this Agreement, the other Finance Documents and any other documents referred to in this Agreement (including all costs of registering or perfecting Transaction Security); and

17.1.3 any Finance Documents executed after the Signature Date.

17.2 Amendment costs

17.2.1 If an Obligor requests an amendment, waiver or consent, the Borrower shall, within three Business Days of demand, reimburse each Finance Party for the amount of all properly evidenced costs and expenses (including legal fees) reasonably incurred by that Finance Party in responding to, evaluating, negotiating or complying with that request or requirement.

17.2.2 If there is any change in law or any regulation which requires an amendment, waiver or consent under the Finance Documents, the Borrower shall, within three Business Days of demand, reimburse each Finance Party for the amount of all properly evidenced costs and expenses (including legal fees) reasonably incurred by that Finance Party in connection with evaluating, negotiating or complying with any such requirement.

17.3 Enforcement 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 as between attorney and own client whether incurred before or after judgment) incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

SECTION 6 GUARANTEE

GUARANTEE AND INDEMNITY

18.1 Guarantee and indemnity

Each Guarantor irrevocably and unconditionally jointly and severally, as a principal obligor and not merely as a surety and on the basis of discrete obligations enforceable against it:

18.1.1 guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor's obligations under the Finance Documents;

18.1.2 undertakes with each Finance Party that whenever an 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 were the principal obligor; and

18.1.3 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 18 if the amount claimed had been recoverable on the basis of a guarantee.

18.2 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.

18.3 Reinstatement

If any payment by an Obligor or any discharge, release or arrangement given by a Finance Party (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is avoided or reduced for any reason (including, without limitation, as a result of insolvency, business rescue proceedings, liquidation, winding-up or otherwise):

18.3.1 the liability of each Obligor shall continue as if the payment, discharge, avoidance or reduction had not occurred; and

18.3.2 each Finance Party shall be entitled to recover the value or amount of that security or payment from each Obligor, as if the payment, discharge, avoidance or reduction had not occurred.

18.4 Waiver of defences

The obligations of each Guarantor under this Clause 18 will not be affected by an act, omission, matter or thing which, but for this Clause, would reduce, release or prejudice any of its obligations under this Clause 18 (without limitation and whether or not known to it or any Finance Party) including:

18.4.1 any time, waiver or consent granted to, or composition with, any Obligor or other person;

18.4.2 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 Lesaka Group;

18.4.3 the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, execute, 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;

18.4.4 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;

18.4.5 any amendment, novation, supplement, extension restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security including without limitation any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;

18.4.6 any unenforceability, illegality, invalidity suspension or cancellation of any obligation of any person under this Agreement or any other Finance Document or any other document or security;

18.4.7 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);

18.4.8 this Agreement or any other Finance Document not being executed by or binding against any other Guarantor or any other party; or

18.4.9 any other fact or circumstance arising on which a Guarantor might otherwise be able to rely on a defence based on prejudice, waiver or estoppel.

18.5 Guarantor intent

Without prejudice to the generality of Clause 18.4 (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.

18.6 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 18. This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

18.7 Deferral of Guarantors' rights

18.7.1 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 18:

(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 18.1 (Guarantee and indemnity);

(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.

18.7.2 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 31 (Payment Mechanics).

18.8 Release of Guarantors' right of contribution

If any Guarantor (a Retiring Guarantor) ceases to be a Guarantor in accordance with the terms of the Finance Documents for the purpose of any sale or other disposal of that Retiring Guarantor then on the date such Retiring Guarantor ceases to be a Guarantor:

18.8.1 that Retiring Guarantor is automatically released by each other Guarantor from any liability (whether past, present or future and whether actual or contingent) to make a contribution to any other Guarantor arising by reason of the performance by any other Guarantor of its obligations under the Finance Documents; and

18.8.2 each other Guarantor waives any rights it may have by reason of the performance of its obligations under the Finance Documents 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 any Finance Document or of any other security taken pursuant to, or in connection with, any Finance Document where such rights or security are granted by or in relation to the assets of the Retiring Guarantor.

18.9 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 (which a Finance Party may release as it sees fit, without prejudice to its rights hereunder).

18.10 Limitations on guarantee under US law

18.10.1 Each US Guarantor acknowledges that it will receive valuable direct or indirect benefits as a result of the transactions contemplated by the Finance Documents (including utilisations thereunder).

18.10.2 Each US Guarantor represents, warrants and agrees that:

(a) the aggregate amount of its debts and liabilities, subordinated, contingent or otherwise (including its obligations under the Finance Documents), is not greater than the aggregate value (being the lesser of fair valuation and present fair saleable value) of its assets;

(b) its capital is not unreasonably small to carry on its business as it is being conducted;

(d) it has not made a transfer or incurred any obligation under any Finance Document with the intent to hinder, delay or defraud any of its present or future creditors.

18.10.3 Notwithstanding anything to the contrary contained herein or in any other Finance Document to the extent that any US Bankruptcy or Fraudulent Transfer Law is applicable to this guarantee:

(a) each Finance Party agrees that the maximum liability of each Guarantor under this Clause 18 (Guarantee and Indemnity) and under the other Finance Documents shall in no event exceed the amount that can be guaranteed by such Guarantor under applicable US federal and state laws relating to the insolvency of debtors, in each case after giving effect to:

(i) all other liabilities of such Guarantor, contingent or otherwise, that are relevant under such Fraudulent Transfer Law (specifically excluding, however, any liabilities of such Guarantor in respect of intercompany indebtedness to the Borrower to the extent that such Financial Indebtedness would be discharged in an amount equal to the amount paid by such Guarantor hereunder); and

(ii) the value as assets of such Guarantor (as determined under the applicable provisions of such Fraudulent Transfer Law) of any rights to subrogation, contribution, reimbursement, indemnity or similar rights held by such Guarantor pursuant to:

(A) applicable law; or

(B) any other agreement providing for an equitable allocation among such Guarantor and the Borrower and other Guarantors of obligations arising under this Agreement or other guarantees of such obligations by such parties; and

(b) each Party agrees that, in the event any payment or distribution is made on any date by a Guarantor under this Clause 18 (Guarantee and Indemnity), each such Guarantor shall be entitled to be indemnified from each other Guarantor, to the greatest extent permitted under applicable law and subject to the other limitation of this Clause 18.10 in an amount equal to such payment or distribution, in each case multiplied by a fraction of which the numerator shall be the net worth of the contributing Guarantor and the denominator shall be the aggregate net worth of all the Guarantors.

SECTION 7 REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

REPRESENTATIONS

Each Obligor makes the representations and warranties set out in this Clause 19 to each Finance Party on the Signature Date. 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 19, 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.

19.1 Status

19.1.1 It is a limited liability corporation, duly incorporated and validly existing under the laws of its jurisdiction of incorporation.

19.1.2 It and each of its Subsidiaries has the power to own its assets and carry on its business as it is being conducted.

19.2 Capacity, power and authority

19.2.1 It has the legal capacity and power to enter into and perform, and has taken all necessary action to authorise the entry into and performance of, the Finance Documents to which it is or will be a party and the transactions contemplated by those Finance Documents.

19.2.2 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.

19.3 Binding obligations

19.3.1 Subject to any legal reservations in any legal opinion delivered pursuant to the Fourth Amendment and Restatement Agreement, 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.

19.3.2 Each Finance Document to which it is a party is in the proper form for its enforcement in the jurisdiction of its incorporation.

19.4 Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by, the Finance Documents to which it is a party and the establishment of Transaction Security pursuant to the Security Documents to which it is a party, do not and will not conflict with:

19.4.1 any law or regulation applicable to it;

19.4.2 its or any of its Subsidiaries' constitutional documents; or

19.4.3 any material agreement or instrument binding upon it or any of its Subsidiaries or any of its or any of its Subsidiaries' assets or constitute a default or termination event (however described) under any such agreement or instrument.

19.5 Authorisations

Except as expressly set out in Schedule 10 (Disclosure Schedule), all authorisations required:

19.5.1 to enable it lawfully to enter into, exercise its rights and comply with its obligations under the Finance Documents to which it is a party;

19.5.2 to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of incorporation; and

19.5.3 for it and those of its Subsidiaries which are members of the Lesaka Group to carry on their respective businesses in the ordinary course and in all material respects as they are being conducted,

have been obtained or effected and are in full force and effect.

19.6 No default

19.6.1 No Default is continuing or is reasonably likely to result from the making of any Utilisation or the entry into, the performance of, or any transaction contemplated by, any Finance Document to which it is a party.

19.6.2 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, the satisfaction of any other applicable condition or any combination of the foregoing, would constitute) a default or termination event (however described) or an event resulting in an obligation to create security, 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, to an extent or in a manner which has or is reasonably likely to have a Material Adverse Effect.

19.7 Financial statements

Its audited financial statements most recently delivered to the Facility Agent (which, in relation to the Borrower, at the Fourth Amendment and Restatement Date, is the Original Financial Statements):

19.7.1 have been prepared in accordance with IFRS, consistently applied (other than those of Holdco which have been prepared in accordance with GAAP, consistently applied); and

19.7.2 give a true and fair view of its financial condition (consolidated, if applicable) as at the date to which they were drawn up,

except, in each case, as disclosed to the contrary in those financial statements.

19.8 Material adverse change

There has been no material adverse change in its business or financial condition or the business or consolidated financial condition of the Lesaka Group since the latest date to which any of the financial statements (or management accounts delivered pursuant to Clause 20.1 (Financial statements) were drawn up.

19.9 Assets

19.9.1 It owns or has leased or licenced to it, and has all authorisations required under applicable law or regulations to use, the assets necessary to carry on its business as presently conducted.

19.9.2 It is the sole legal and beneficial owner of the shares and other assets which are the subject matter of the Security Documents to which it is a party.

19.10 Financial Indebtedness and Security

19.10.1 No member of the Lesaka Group has any Financial Indebtedness outstanding other than Financial Indebtedness which constitutes Permitted Financial Indebtedness.

19.10.2 No Security exists over the whole or any part of the assets of any member of the Lesaka Group, other than Security which constitutes a Permitted Encumbrance.

19.10.3 Subject to filing and registration required by law (where applicable) with the appropriate statutory public register, each Security Document to which it is a party creates the security interests which it purports to create, and the Transaction Security so established:

(a) is valid and effective;

(b) constitutes first priority Security of the type described, over the assets referred to, in the relevant Security Document and those assets are not subject to any prior or pari passu Security in favour of any other person;

19.11 Ranking

19.11.1 Its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

19.11.2 The Transaction Security has or, upon the registration thereof with any applicable statutory public registry (if required under applicable law), will have first ranking priority in respect of the assets of the Obligors which are the subject matter thereof, and those assets are not subject to any prior ranking or pari passu ranking Security.

19.12 Information

19.12.1 As at the Closing Date, the date of the first Utilisation Request, the first Utilisation Date, the Fourth Amendment and Restatement Date, the date of the first Utilisation Request after the Fourth Amendment and Restatement Date and the first Utilisation Date after the Fourth Amendment and Restatement Date, all forecasts and projections contained in any information supplied by or on behalf of Holdco, the Borrower, any other Obligor or any other member of the Lesaka Group to the Facility Agent or any other Finance Party under or in connection with the Finance Documents were prepared on the basis of recent historical information and assumptions which were fair and reasonable at that date and were not misleading in any material respect.

19.12.2 All other information supplied by or on behalf of Holdco, the Borrower, any other Obligor or any other member of the Lesaka Group to the Facility Agent or any other Finance Party under or in connection with the Finance Documents is true, complete and accurate in all material respects as at the date it was given and is not misleading in any material respect.

19.12.3 No information has been given or withheld by any Obligor which, if disclosed, might result in the information or projections referred to above being untrue or misleading in any material respect.

19.13 Group Structure Chart

The Group Structure Chart is true, complete and accurate in all respects and shows the following information:

19.13.1 each member of the Lesaka Group, including current name and company registration number, its jurisdiction of incorporation and/or its jurisdiction of establishment, a list of direct and indirect shareholders and indicating if a company is not a company with limited liability; and

19.13.2 all minority interests in any member of the Group and any person in which any member of the Group holds shares in its issued share capital or equivalent ownership interest of such person.

19.14 Ownership of securities

19.14.1 As at the Closing Date, the date of the first Utilisation Request, the first Utilisation Date, the Fourth Amendment and Restatement Date, the date of the first Utilisation Request after the Fourth Amendment and Restatement Date and the first Utilisation Date after the Fourth Amendment and Restatement Date, all securities in the issued capital of each Original Guarantor (other than Holdco, the Borrower) are owned, directly or indirectly, legally and beneficially, by the Borrower.

19.14.2 Other than under the VCP Undertaking, the CCMS Acquisition Agreement and any management share incentive schemes disclosed to the Finance Parties prior to Fourth Amendment and Restatement Date, 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, debenture or loan capital of any member of the Lesaka Group (including any option or right of pre-emption or conversion).

19.14.3 No person has a right to obtain an order for the rectification of the securities register of a member of the Lesaka Group.

19.14.4 The shares of any member of the Lesaka Group which are subject to the Transaction Security are fully paid and not subject to any option to purchase or similar rights.

19.14.5 As at the Closing Date, the date of the first Utilisation Request, the first Utilisation Date, the Fourth Amendment and Restatement Date, the date of the first Utilisation Request after the Fourth Amendment and Restatement Date and the first Utilisation Date after the Fourth Amendment and Restatement Date, the constitutional documents of companies whose shares are subject to the Transaction Security do not restrict or inhibit any transfer of those shares (whether pursuant to a right of pre-emption in favour of any party or otherwise) on creation or enforcement of the Transaction Security (or if any such restriction exist, all applicable consents, waivers or resolutions by shareholders and directors for the purposes of authorising such a transfer have been obtained and are in full force and effect).

19.15 Other documents

19.15.1 As at the Signature Date, the Closing Date, the date of the first Utilisation Request, the first Utilisation Date, the Fourth Amendment and Restatement Date, the date of the first Utilisation Request after the Fourth Amendment and Restatement Date and the first Utilisation Date after the Fourth Amendment and Restatement Date, the documents delivered to the Facility Agent by or on behalf of any Obligor under Clause 4.1 (Initial conditions precedent) are genuine (or, in the case of copy documents, are true, complete and accurate copies of originals which are genuine), are up-to-date and in full force and effect (or if a copy, the original is up-to-date and in full force and effect) and have not been amended.

19.15.2 As at the date of their delivery, the documents delivered to the Facility Agent under this Agreement by or on behalf of any Obligor after the Closing Date are genuine (or, in the case of copy documents, are true, complete and accurate copies of originals which are genuine), are up-to-date and in full force and effect (or, if a copy, the original is up-to-date and in full force and effect) and have not been amended.

19.16 No proceedings pending or threatened

Except as expressly set out in Schedule 10 (Disclosure Schedule):

19.16.1 in relation to the each Obligor and Material Subsidiary as at the Signature Date, the Closing Date, the date of the first Utilisation Request, the first Utilisation Date only, the Fourth Amendment and Restatement Date, the date of the first Utilisation Request after the Fourth Amendment and Restatement Date and the first Utilisation Date after the Fourth Amendment and Restatement Date, no litigation, arbitration, expert determination, alternative dispute resolution or administrative proceedings of or before any court, arbitral body, expert or agency are current, pending or, to the best of its knowledge, threatened against it;

19.16.2 in relation to each Obligor and Material Subsidiary (other than as at the Signature Date, the Closing Date, the date of the first Utilisation Request, the first Utilisation Date the Fourth Amendment and Restatement Date, the date of the first Utilisation Request after the Fourth Amendment and Restatement Date and the first Utilisation Date after the Fourth Amendment and Restatement Date,), no litigation, arbitration, expert determination, alternative dispute resolution or administrative proceedings of or before any court, arbitral body, expert or agency are current, pending or, to the best of its knowledge, threatened against any such Obligor or other Material Subsidiary, which have or, if adversely determined, would have, a Material Adverse Effect or involve liability for the Obligors or other Material Subsidiary in an amount which, in aggregate, exceeds R10,000,000;

19.16.3 no dispute with any regulatory authority which is the subject of any administrative or statutory proceedings of or before any court or agency is current, pending or, to the best of its knowledge, threatened, which, if adversely determined, will have or might reasonably be expected to have a Material Adverse Effect;

19.16.4 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 Lesaka Group which have or might reasonably be expected to have a Material Adverse Effect.

19.17 No breach of laws or licence conditions

It has not (and none of its Subsidiaries has) breached any law or regulation which is material to the conduct of its business.

19.18 Environmental matters

As at the Signature Date, the Closing Date, the date of the first Utilisation Request, the first Utilisation Date the Fourth Amendment and Restatement Date, the date of the first Utilisation Request after the Fourth Amendment and Restatement Date and the first Utilisation Date after the Fourth Amendment and Restatement Date:

19.18.1 each member of the Lesaka Group is in compliance with Clause 22.16 (Environmental matters) and no circumstances have occurred which would prevent such compliance, in a manner or to an extent which has or might reasonably be expected to (a) have a Material Adverse Effect, or (b) result in a financial liability for that Lesaka Group member in excess of R10,000,000;

19.18.2 all Environmental Permits required for it and its Subsidiaries to carry on their respective businesses in the ordinary course have been obtained or effected and are in full force and effect; and

19.18.3 no Environmental Claim has been commenced, is outstanding or (to the best of its knowledge and belief (having made due and careful enquiry)) is threatened against any member of the Lesaka Group where that claim has or might reasonably be expected, if determined against that member of the Lesaka Group, to have a Material Adverse Effect.

19.19 Insurance

19.19.1 As at the Signature Date, the Closing Date, the date of the first Utilisation Request, the first Utilisation Date, the Fourth Amendment and Restatement Date, the date of the first Utilisation Request after the Fourth Amendment and Restatement Date and the first Utilisation Date after the Fourth Amendment and Restatement Date, there is no outstanding insured loss or liability incurred by it in excess of R5,000,000 which is not expected to be covered to the full extent of that loss or liability.

19.19.2 There has been no non-disclosure, misrepresentation or breach of any term of any material Insurance taken out by any member of the Lesaka Group which would entitle any insurer of that insurance 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 Lesaka Group which could result in a loss to the Lesaka Group exceeding R20,000,000.

19.20 Intellectual Property Rights

19.20.1 It:

(a) is the sole legal and beneficial owner of, or has licenced to it on normal commercial terms, all the Intellectual Property Rights which are material in the conduct of its business and which are required by it in order to carry on its business in all material respects as it is being conducted;

(b) has taken all formal or procedural actions (including payment of fees) required to maintain those Intellectual Property Rights;

(c) does not, in carrying on its business, infringe any Intellectual Property Rights of any third party in any respect which has a Material Adverse Effect.

19.20.2 None of those Intellectual Property Rights contemplated in paragraph 19.20.1(a) is being infringed, nor (to the best of its knowledge) is there any threatened infringement of any of those Intellectual Property Rights, in any material respect.

19.21 Insolvency and Financial Distress

19.21.1 Except as expressly set out in Schedule 10 (Disclosure Schedule), as at the Signature Date, the Closing Date, the date of the first Utilisation Request, the first Utilisation Date, the Fourth Amendment and Restatement Date, the date of the first Utilisation Request after the Fourth Amendment and Restatement Date and the first Utilisation Date after the Fourth Amendment and Restatement Date, no:

(a) corporate action, legal proceeding or other procedure or step described in Clause 23.7 (Insolvency and business rescue proceedings); or

(b) creditors' process described in Clause 23.8 (Creditors' process), has been taken or threatened in relation to it or any other member of the Lesaka Group and none of the circumstances described in Clause 23.6 (Insolvency) applies to it or any other member of the Lesaka Group.

19.21.2 As at the Signature Date, the Closing Date, the date of the first Utilisation Request, the first Utilisation Date, the Fourth Amendment and Restatement Date, the date of the first Utilisation Request after the Fourth Amendment and Restatement Date and the first Utilisation Date after the Fourth Amendment and Restatement Date, neither it nor any member of the Lesaka Group is Financially Distressed (as defined in the Companies Act).

19.22 Taxes

19.22.1 It is not overdue in the filing of any Tax returns or in the payment of any Tax in an amount of more than R10,000,000 (taking into account any extensions granted by any applicable Tax authority for the filing of such returns).

19.22.2 Except as expressly set out in Schedule 10 (Disclosure Schedule), as at the Signature Date, the Closing Date, the date of the first Utilisation Request, the first Utilisation Date, the Fourth Amendment and Restatement Date, the date of the first Utilisation Request after the Fourth Amendment and Restatement Date and the first Utilisation Date after the Fourth Amendment and Restatement Date, no claims or investigations by any Tax authority are being or are reasonably likely to be made or conducted against it which are reasonably likely to result in a liability of or claim against any member of the Lesaka Group to pay any amount of, or in respect of, Tax of more than R10,000,000.

19.22.3 It is resident for Tax purposes only in its jurisdiction of incorporation.

19.22.4 As at the Signature Date, the Closing Date, the date of the first Utilisation Request, the first Utilisation Date the Fourth Amendment and Restatement Date, the date of the first Utilisation Request after the Fourth Amendment and Restatement Date and the first Utilisation Date after the Fourth Amendment and Restatement Date, it is not required to make any deduction for or on account of Tax from any payment it may make under any Finance Document.

19.22.5 The representations in Clauses 19.22.1 to 19.22.4 are subject to the disclosure expressly set out in Schedule 10 (Disclosure Schedule).

19.23 No filing or stamp taxes

Under the law of its jurisdiction of incorporation it is not necessary that the Finance Documents be filed (other than a filing required in compliance with the rules of a stock exchange on which the securities of Holdco or a member of the Lesaka Group are listed), recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax (other than any securities transfer tax payable on any share transaction) be paid on or in relation to those Finance Documents or the transactions contemplated by those Finance Documents.

19.24 Governing law and enforcement

19.24.1 The choice of South African law as the governing law of those Finance Documents which are expressed to be governed by South African law will be recognised and enforced in its jurisdiction of incorporation.

19.24.2 Its:

(a) submission under this Agreement to the jurisdiction of the High Court of South Africa (Gauteng Local Division, Johannesburg) (or any successor to that division); and

(b) agreement not to claim any immunity to which it or its assets may be entitled,

are legal, valid and binding under the laws of its jurisdiction of incorporation.

19.24.3 Any judgment obtained in South Africa in relation to a Finance Document which is governed by the laws of South Africa will be recognised and enforced in its jurisdiction of incorporation.

19.25 No adverse consequences

19.25.1 It is not necessary under the laws of its jurisdiction of incorporation of that Obligor that any Finance Party should be licensed, qualified or otherwise entitled to carry on business in that jurisdiction:

(a) in order to enable any Finance Party to enforce its rights under any Finance Document; or

(b) by reason of any Finance Party having entered into of any Finance Document or the performance by it of its obligations under any Finance Document.

19.25.2 No Finance Party is or will be deemed to be resident, domiciled or carrying on business in the jurisdiction of incorporation of an Obligor by reason only of the entry into, performance and/or enforcement of any Finance Document.

19.26 No immunity

19.26.1 The entry into by it of each Finance Document to which it is a party constitutes, and the exercise by it of its rights and performance of its obligations under each Finance Document will constitute private and commercial acts performed for private and commercial purposes.

19.26.2 In any proceedings taken in South Africa or in any other jurisdiction, it will not be entitled to claim for itself or any of its assets immunity from suit, execution, attachment or other legal process in relation to this Agreement or any other Finance Document.

19.27 Authorised signatories

Any person specified as its authorised signatory under Schedule 2 (Conditions precedent) or Clause 20.9 (Information: miscellaneous) is authorised to sign Utilisation Requests and other communications under the Finance Documents on its behalf.

19.28 Anti-corruption laws and Sanctions

19.28.1 Except as expressly set out in Schedule 10 (Disclosure Schedule), no member of the Lesaka Group (including, for this purpose, Smart Life):

(a) is using nor will use the proceeds of any Senior Facility for the purpose of financing or making funds available directly or indirectly to any person or entity which is currently a Sanctioned Entity or as part of a Sanctioned Transaction, to the extent such financing or provision of funds would currently be prohibited by Sanctions or would otherwise cause any person to be in breach of Sanctions;

(b) is contributing nor will contribute or otherwise make available the proceeds of any Senior Facility to any other person or entity for the purpose of financing the activities of any person or entity which is currently listed on a Sanctions List, to the extent such contribution or provision of proceeds would currently be prohibited by Sanctions or would otherwise cause any person to be in breach of Sanctions; or

(i) has been nor is targeted under any Sanctions; or

(ii) has violated or is violating any applicable Sanctions.

19.28.2 Except as expressly set out in Schedule 10 (Disclosure Schedule), each member of the Lesaka Group and Smart Life 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.

19.29 Dormant companies

Each of the companies listed in Schedule 11 (Dormant Subsidiaries) does not trade (for itself or as agent for any person) and does not own, legally or beneficially, assets (including, without limitation, indebtedness owed to it) which in aggregate have a value of more than R1,000,000 (or its equivalent in other currencies).

19.30 Times for making representations and warranties

19.30.1 All the representations and warranties set out in this Clause 19 are made by each Obligor on the Signature Date.

19.30.2 Unless a representation and warranty is expressed to be given at a specific date (in which case it shall not be deemed to be repeated on another date), each representation and warranty is deemed to be repeated by:

(a) each Obligor on the Closing Date, the date of the first Utilisation Request, the first Utilisation Date, each Utilisation Date, the Fourth Amendment and Restatement Date, the date of the first Utilisation Request after the Fourth Amendment and Restatement Date and the first Utilisation Date after the Fourth Amendment and Restatement Date, and the first day of each Interest Period; and

(b) each Additional Guarantor, on the day on which it becomes (or it is proposed that it becomes) an Obligor.

19.30.3 When a representation and warranty in Clause 19.6.1 (No default) is repeated on the first day of an Interest Period for a Loan (other than the first Interest Period for that Loan), the reference to a Default must be construed as a reference to an Event of Default.

19.30.4 When a representation and warranty is repeated, it is made with reference to the circumstances existing at the time of repetition.

INFORMATION UNDERTAKINGS

The undertakings in this Clause 20 remain in force from the Signature Date for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

20.1 Financial statements

The Borrower shall supply to the Facility Agent in sufficient copies for all the Lenders:

20.1.1 in respect of the Borrower:

(a) as soon as the same become available, but in any event within 180 days after the last day of each financial year of the Borrower, its audited consolidated annual financial statements for that financial year;

(b) as soon as the same become 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), the Borrower's 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 other than Holdco;

20.1.2 in respect of each Obligor registered in South Africa:

(a) as soon as the same become available, but in any event within 180 days after the last day of each financial year of that Obligor, its audited consolidated annual financial statements for that financial year.

(b) if requested by the Facility Agent in respect of a calendar month, within 30 days after the end of that calendar month, each Obligor's monthly management accounts (which shall include, without limitation, a cash flow statement, income statement and balance sheet on a year-to-year basis) for that month on a consolidated basis for that month (and to include cumulative consolidated management accounts for the financial year of the Lesaka Group to date);

20.1.3 in respect of Mobikwik, as soon as the same become available, its audited consolidated annual financial statements for that financial year.

20.1.4 in respect of Holdco:

(a) as soon as the same become available, but in any event within 90 days after the last day of each financial year of Holdco, its audited consolidated annual financial statements for that financial year; and

(b) as soon as the same become available, but in any event within 75 days after the end of each quarter of each of its financial years, Holdco's 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 (and to include cumulative consolidated management accounts for the financial year of Holdco to date);

20.2 Requirements as to financial statements

20.2.1 The Borrower shall ensure that each set of financial statements and management accounts delivered pursuant to Clause 20.1:

(a) is certified by a director of the relevant company as fairly representing its financial condition as at the date as to which those financial statements or management accounts were drawn up;

(b) comprise at least a balance sheet, profit and loss account and cashflow statement for the financial period then ended, and (in the case of management accounts) for the financial year to date and the period of 12 months ending on the last day of the monthly or quarterly financial period (as applicable); and

(c) is prepared using IFRS (other than in respect of the management accounts), accounting practices and financial reference periods consistent with those applied in the preparation of the applicable financial statements and management accounts for 31 March, 2017 unless, in relation to any set of financial statements or management accounts, it notifies the Facility Agent that there has been a change in IFRS (other than in respect of the management accounts), those accounting practices or those reference periods.

20.2.2 If the Borrower notifies the Facility Agent of any change, as contemplated by Clause 20.2.1, it shall procure that its Auditors (or, if appropriate, the Auditors of the relevant member of the Lesaka Group) deliver to the Facility Agent:

(a) a description of any change necessary for those financial statements to reflect IFRS, the accounting practices and the reference periods as applied in the preparation of that Obligor's Original Financial Statements; and

(b) sufficient information, in form and substance reasonably required by the Facility Agent, to enable the Lenders to determine whether Clause 21 (Financial covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and that Obligor's Original Financial Statements.

20.2.3 Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.

20.3 Compliance Certificate

20.3.1 The Borrower shall supply to the Facility Agent, with each set of financial statements and management accounts delivered pursuant to Clause 20.1.1 and 20.1.2 in relation to a Measurement Date, a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 21 (Financial covenants) as at the date as at which those financial statements or management accounts (as applicable) were drawn up.

20.3.2 Each Compliance Certificate shall be signed by two directors of Borrower (including the financial director of the Lesaka Group) and, if required to be delivered with the financial statements delivered pursuant to Clause 20.1.1, shall be reported on by the Auditors in the form set out in Annexe A (Form of Auditor's Certification) to Schedule 6 (Form of Compliance Certificate) or such other form agreed by the Borrower and the Facility Agent.

20.4 Financial year-end

Without the express prior consent of the Facility Agent, an Obligor shall not change the date of its financial year end and shall ensure that the financial year end of each member of the Lesaka Group falls on 30 June.

20.5 Auditors

20.5.1 The Borrower must ensure that its Auditors as at the Signature Date are retained to audit its consolidated annual financial statements.

20.5.2 The Borrower may change its Auditors:

(a) to one of PwC, EY or KPMG (or any other firm approved in advance by the Facility Agent) if required by law or regulation; or

(b) if the Facility Agent has approved the other firm in advance.

20.5.3 If the Facility Agent wishes to discuss the financial position of any member of the Lesaka Group with the Auditors, the Facility Agent may notify the Borrower, stating the questions or issues which the Facility Agent wishes to discuss with the Auditors. In this event, the Borrower shall ensure that the Auditors are authorised (at the expense of the Borrower):

(a) to discuss the financial position of each member of the Lesaka 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.

20.5.4 The Facility Agent may not give notice under Clause 20.5.3, unless it reasonably believes that a Default is continuing or may have occurred or may occur, and notifies the Borrower that it is exercising its rights under this Clause 20.5.4.

20.5.5 If requested by the Facility Agent, the Borrower shall procure that the Auditors provide a report (a) stating which members of the Lesaka Group are Material Subsidiaries and (b) confirming that 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 Lesaka Group) represents not less than 90.00 per cent. of the gross assets, Consolidated EBITDA and total revenue of the Lesaka Group.

20.6 Presentations

Once in every financial year of the Borrower (or more often if a Default is continuing), at least two directors of the Borrower (one of whom must be the financial director) must, if requested to do so by the Facility Agent, give a presentation (on a date and at a venue agreed with the Facility Agent) to the Finance Parties as to:

20.6.1 the on-going business and financial performance of the Lesaka Group; and

20.6.2 any other matter which a Finance Party may reasonably request.

20.7 Management access

Following delivery of any management accounts contemplated in Clause 20.1.1 (Financial Statements), the Borrower shall, upon written request from the Facility Agent, procure that within 7 days of delivery of any such request at least two directors of the Borrower (one of whom must be the financial director) must make themselves available to meet with the Lenders (on a date and at a venue agreed with the Facility Agent) so as to discuss:

20.7.1 the on-going business and financial performance of the Lesaka Group; and

20.7.2 any other matter which a Finance Party may reasonably request.

20.8 Notification of default

20.8.1 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 (unless that Obligor is aware that a notification has already been provided by another Obligor).

20.8.2 As soon as reasonably practical following 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).

20.9 Information: miscellaneous

The Borrower and Holdco shall supply to the Facility Agent (in sufficient copies for all the Lenders, if the Facility Agent so requests):

20.9.1 copies of all documents dispatched by an Obligor to its shareholders generally (or any class of them) to the extent required by law or regulation and all documents dispatched to its creditors generally (or any class of them), in each case at the same time as they are dispatched;

20.9.2 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, are reasonably likely to, adversely affect the interest of the Finance Parties;

20.9.3 promptly upon becoming aware of them, details and copies of any claim made against any Obligor under the Finance Documents;

20.9.4 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 Lesaka 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 (or its equivalent in another currency or currencies); and

20.9.5 promptly, such further information regarding the financial condition, business and operations of it or any other member of the Lesaka Group as any Finance Party (through the Facility Agent) may reasonably request.

20.10 Know your customer checks

20.10.1 If:

(a) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the Signature Date;

(b) any change in the status of an Obligor after the Signature Date;

(d) a proposed Transfer by a Lender of any of its rights and 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 (d) 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 or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in paragraph (d) 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 (d) 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.

20.10.2 Each Lender shall as soon as reasonably practicable following request by 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.

20.10.3 Following the giving of any notice pursuant to Clause 25.2 (Additional Guarantors), if the accession of such Additional Guarantor 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 Guarantor.

FINANCIAL COVENANTS

21.1 Undertakings in relation to financial condition

21.1.1 Asset Cover Ratio

The Obligors shall ensure that the Asset Cover Ratio for any Measurement Period shall not fall below 4.50 : 1.

21.1.2 Basis of calculations

21.1.3 All the terms defined in Clause 1.2 (Financial definitions) are to be determined on a consolidated basis and (except as may be expressly included or excluded in the relevant definition, or as stated below) in accordance with IFRS.

21.1.4 The financial undertakings in Clause 21.1.1 (unless expressly otherwise stated) shall apply as of the last day of each Measurement Period and compliance (or otherwise) shall be verified by reference to the consolidated financial statements or management accounts of the Lesaka Group (as applicable) for the relevant Measurement Periods and Compliance Certificates delivered pursuant to Clause 20 (Information Undertakings).

21.1.5 No item shall be deducted or credited more than once in any calculation.

21.1.6 Where an amount in any financial statements or management accounts delivered pursuant to Clause 20 (Information Undertakings) is not denominated in Rand, it shall be converted into Rand at the rates specified in those financial statements or management accounts.

21.1.7 In relation to any Measurement Period commencing before the Closing Date, the Consolidated EBITDA for any Measurement Period ending less than 12 months after the Closing Date, shall be determined based on the actual consolidated results of the Borrower for that Measurement Period.

GENERAL UNDERTAKINGS

Each Obligor is bound by the undertakings set out in this Clause 22 relating to it. The undertakings in this Clause 22 remain in force from the Signature Date for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.

22.1 Authorisations

Each Obligor shall (and the Obligors shall ensure that each other member of the Lesaka Group will) promptly:

22.1.1 obtain, comply with and do all that is necessary to maintain in full force and effect; and

22.1.2 at the request of the Facility Agent, supply certified copies to the Facility Agent of,

any authorisation required to enable it to:

(a) perform its obligations under the Finance Documents to which it is a party and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any such Finance Document;

(b) carry on its business in the ordinary course and in all material respects as it is being conducted.

22.2 Compliance with laws

Each Obligor shall (and the Obligors shall ensure that each other member of the Lesaka Group will) comply with all laws, permits and licenses which are material to the conduct of its business.

22.3 Pari passu ranking

Each Obligor must ensure that:

22.3.1 its payment obligations under the Finance Documents at all times rank at least pari passu with all its present and future unsecured unsubordinated payment obligations, except for obligations mandatorily preferred by law applying to companies generally in its jurisdiction of incorporation or any other jurisdiction where it carries on business.

22.3.2 the Security conferred by each Security Document to which it is a party constitutes first ranking priority Security of the type described, over the assets referred to, in that Security Document and that those assets are not subject to any prior or pari passu Security in favour of any other person.

22.4 Negative pledge

22.4.1 No Obligor shall (and the Obligors shall ensure that no other member of the Lesaka Group will) create or permit to subsist any Security over any of its assets.

22.4.2 No Obligor shall (and the Obligors shall ensure that no other member of the Lesaka Group will):

(a) sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Lesaka Group;

(b) sell, transfer or otherwise dispose of any of its receivables on recourse terms;

(d) enter into or permit to subsist 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

(e) enter into or permit to subsist 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.

22.4.3 Clauses 22.4.1 and 22.4.2 do not apply to the following Security (each a Permitted Encumbrance):

(a) any Security given or purported to be given as Transaction Security;

(b) any Security referred to in Schedule 10 (Disclosure Schedule) given as at the Signature Date;

(c) 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 Lesaka Group;

(d) any netting or set-off arrangement entered into by any member of the Group with an Approved Bank in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances, but only if the arrangement does not permit credit balances of Obligors to be netted with debit balances of members of the Lesaka Group which are not Obligors;

(e) any netting of payments under a Permitted Treasury Transaction (including netting on a close-out of a Permitted Treasury Transaction);

(f) any Security over or affecting any asset acquired by a member of the Lesaka Group after the Signature Date if:

(i) the Security was not created in contemplation of the acquisition of that asset by a member of the Lesaka Group;

(ii) the principal amount secured has not been increased in contemplation of or since the acquisition of that asset by a member of the Lesaka Group; and

(iii) the Security is removed or discharged within 3 months of the date of acquisition of such asset;

(g) any Security over or affecting any asset of any company which becomes a member of the Lesaka Group after the Signature Date where the Security is created prior to the date on which that company becomes a member of the Lesaka Group, if:

(i) the Security was not created in contemplation of the acquisition of that company;

(ii) the principal amount secured has not been increased in contemplation of or since the acquisition of that company; and

(iii) the Security is removed or discharged within 3 months of the date of that company becoming a member of the Lesaka Group;

(h) any Security arising under:

(i) a finance or capital lease; or

(ii) any retention of title, hire purchase or conditional sale arrangement; or

(iii) arrangements having a similar effect in respect of goods supplied to a member of the Lesaka Group in the ordinary course of trading and on the supplier's standard or usual terms and not as a result of any default or omission by any member of the Lesaka Group;

(i) any Security over any rental deposits in respect of immovable property where the relevant lease was entered into in the ordinary course of business and on arm's length terms;

(j) any Security arising as a result of a Permitted Disposal;

(k) any Security arising as a consequence of any Finance Lease permitted pursuant to Clause 22.5.8 (Financial indebtedness) or any Security securing any liabilities under any Permitted Guarantee permitted pursuant to Clauses 22.12.2 to 22.12.11 (Third party guarantees) (inclusive), provided that, at any applicable time the aggregate value of any such Security contemplated in this Clause shall not exceed R10,000,000;

(l) any Security expressly permitted in writing by the Facility Agent.

22.5 Financial Indebtedness

No Obligor shall (and the Obligors shall ensure that no other member of the Lesaka Group will) incur or allow to remain outstanding any Financial Indebtedness. This restriction does not apply to the following items of Financial Indebtedness (in each case, a Permitted Financial Indebtedness):

22.5.1 any Financial Indebtedness incurred under the Finance Documents;

22.5.2 any Financial Indebtedness incurred under the CCMS Acquisition Agreement;

22.5.3 any Financial Indebtedness incurred under the CCMS Intercompany Loan;

22.5.4 any Financial Indebtedness permitted under the CCMS Finance Documents;

22.5.5 any Financial Indebtedness arising under a Permitted Loan, a Permitted Guarantee or a Permitted Treasury Transaction;

22.5.6 any Financial Indebtedness of any person acquired by a member of the Lesaka Group after the Signature Date which is incurred under arrangements in existence at the date of acquisition, but not incurred or increased or its maturity date extended in contemplation of, or since, that acquisition, and outstanding only for a period of 3 months following the date of acquisition;

22.5.7 Financial Indebtedness under a finance or capital lease, instalment credit agreement, retention of title, hire purchase or conditional sale arrangement or arrangements having a similar effect in respect of vehicles, plant, equipment or computers, provided that the aggregate capital value of all items so acquired under outstanding leases, instalment credit agreements, retention of title, hire purchase or conditional sale arrangements or arrangements having a similar effect, by members of the Lesaka Group, does not exceed an amount of R75,000,000 (or its equivalent in any other currency) at any time;

22.5.8 any Financial Indebtedness under any Finance Lease provided that the maximum aggregate amount of Financial Indebtedness under this paragraph 22.5.8 does not exceed ZAR75,000,000 at any time;

22.5.9 any Financial Indebtedness arising under a facility with FirstRand Bank Limited (acting through its Wesbank division), provided that the maximum aggregate amount of Financial Indebtedness under this paragraph 22.5.10 does not exceed ZAR10,000,000 at any time;

22.5.10 any Financial Indebtedness arising under unsecured any Treasury Transactions as at the Fourth Amendment and Restatement Date, provided that the maximum aggregate amount of Financial Indebtedness under this Clause 22.5.10 does not exceed ZAR350,000,000 (or its equivalent in any other currency) at any time;

22.5.11 any Financial Indebtedness in respect of any loans advanced to the Borrower by Holdco, on the condition that the claims of Holdco against the Borrower are subordinated to the claims of the Finance Parties under the Finance Documents, either under the Subordination Agreement or otherwise on terms acceptable to the Facility Agent;

22.5.12 any Financial Indebtedness expressly permitted in writing by the Facility Agent.

22.6 Disposals

No Obligor shall (and the Obligors shall ensure that no other member of the Lesaka 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. This restriction does not apply to the following disposals which are (except for Clause 22.6.4, on arm's length terms (each a Permitted Disposal):

22.6.1 any disposal arising under any CCMS Reorganisation Documents;

22.6.2 any disposal arising as a result of a Permitted Distribution;

22.6.3 a disposal of trading stock for cash in the ordinary course of trading;

22.6.4 a disposal of any asset by a member of the Lesaka Group (the disposing entity) to another member of the Lesaka Group (the acquiring entity) incorporated in the same jurisdiction, but only if:

(a) where the disposing entity is an Obligor, the acquiring entity is also an Obligor;

(b) the relevant asset is not subject to Transaction Security;

(c) where the disposing entity is a Guarantor, the acquiring entity must also be a Guarantor guaranteeing an amount at all times no less than that guaranteed by the disposing entity;

22.6.5 a disposal of obsolete or redundant vehicles, plant and equipment for cash;

22.6.6 a disposal of Cash Equivalents:

(a) for Cash; or

(b) in exchange for other Cash Equivalents;

22.6.7 a disposal of Finbond Shares or any other assets not included in the determination of Covenant Equity Value (subject to the requirements of Clause 7.4 (Mandatory prepayment - material disposal and insurance proceeds));

22.6.8 a disposal arising as a result of a Permitted Encumbrance;

22.6.9 disposal of assets (not being a business and not being shares or securities) in exchange for other assets comparable or superior as to type, value and quality and for a similar purpose;

22.6.10 a disposal of cash where such disposal does not breach the other terms of the Finance Documents;

22.6.11 a disposal constituted by a licence of Intellectual Property Rights permitted by Clause 22.16.2 (Intellectual Property Rights);

22.6.12 disposals to a Permitted Joint Venture, to the extent permitted by Clause 22.10.2(c) (Joint Ventures);

22.6.13 the disposal of Cell C airtime up an aggregate amount of R240,000,000;

22.6.14 a disposal pursuant to a Permitted BEE Transaction provided it does not result in a Control Event; or

22.6.15 any other disposal expressly permitted in writing by the Facility Agent.

22.7 Merger

No Obligor shall (and the Obligors shall ensure that no other member of the Lesaka Group will) enter into any amalgamation, demerger, merger, unbundling or corporate reconstruction. This restriction does not apply to:

22.7.1 a Permitted Disposal or Permitted Acquisition;

22.7.2 any other transaction or combination of transactions which is required to be implemented or expressly permitted by the terms of this Agreement; or

22.7.3 any amalgamation, demerger, merger, unbundling or corporate reconstruction permitted in writing by the Facility Agent.

22.8 Assets

Each Obligor shall (and the Obligors shall ensure that each member of the Lesaka Group will) maintain in good working order and condition (ordinary wear and tear excepted) all of its assets necessary in the conduct of its business.

22.9 Acquisitions

No Obligor shall (and the Obligors shall ensure that no other member of the Lesaka Group will) acquire or subscribe for shares or other ownership interests in or securities of any company or other person, acquire any business or incorporate any company or other person. This restriction does not apply to the following transactions (each a Permitted Acquisition):

22.9.1 the acquisition of the CCMS Target Companies pursuant to the CCMS Acquisition Agreement;

22.9.2 the acquisition by a member of the Lesaka Group of an asset from another member of the Lesaka Group pursuant to a Permitted Disposal;

22.9.3 an acquisition of shares or securities pursuant to a Permitted Share Issue;

22.9.4 the acquisition of Cash Equivalents;

22.9.5 the incorporation of a company as a member of the Lesaka Group, but only if:

(a) it is incorporated in the Common Monetary Area as a limited liability company or if not incorporated in the Common Monetary Area with limited liability, the Facility Agent has consented to the incorporation of such company in the relevant jurisdiction;

(b) no Default is continuing on the incorporation of that company or would occur as a result; and

(c) that company accedes and becomes party to this Agreement as an Additional Guarantor if it is or becomes a Material Subsidiary or if otherwise required to comply with Clause 22.25 (Guarantor coverage);

22.9.6 any acquisition expressly permitted in writing by the Facility Agent.

22.10 Joint Ventures

22.10.1 No Obligor shall (and the Obligors shall ensure that no other member of the Lesaka Group will) be entitled to enter into any Joint Venture or partnership (whether an en commandite partnership or any other partnership) or enter into, invest or acquire any shares, stocks, securities, partnership interest or other interest in any Joint Venture or partnership or transfer any assets or lend to or guarantee or give an indemnity for or grant any security interest for the obligations of a Joint Venture or partnership or maintain the solvency or provide working capital to any Joint Venture or partnership other than with the prior written consent of the Facility Agent.

22.10.2 Clause 22.10.1 does not apply to any investment in any Joint Venture (a Permitted Joint Venture) where:

(a) the Joint Venture carries on or will carry on a business similar to that undertaken by the Lesaka 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 Lesaka Group does not exceed R25,000,000 (or its equivalent in any other currency) at any time.

22.10.3 For purposes of this Clause, Joint Venture Investment means:

(a) an acquisition of any shares, stocks, equity securities or other ownership interest in any Joint Venture;

(b) the transfer of any assets to, loan to, or guarantee, indemnity or provision of Security for the obligations of, a Joint Venture; or

(c) the acquisition of a minority interest in any company (provided that, for the avoidance of doubt, the acquisition of minority interests held by third parties in any company which is, as at the date of such acquisition, a member of the Lesaka Group shall not be construed as a Joint Venture Investment).

22.11 Loans out

No Obligor shall (and the Obligors shall ensure that no other member of the Lesaka Group will) be a creditor in respect of any Financial Indebtedness. This restriction does not apply to the following items (each a Permitted Loan):

22.11.1 trade credit extended by a member of the Lesaka Group to its customers 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;

22.11.2 the CCMS Intercompany Loan;

22.11.3 loans provided by:

(a) one Obligor to another Obligor;

(b) a member of the Lesaka Group which is not an Obligor to another member of the Lesaka Group which is not an Obligor;

22.11.4 any loans referred to in Schedule 10 (Disclosure Schedule) as at the Fourth Amendment and Restatement Date;

22.11.5 loans to:

(a) the Kwande Group to fund operating costs not exceeding ZAR2,000,000 (or the equivalent in any other currency) in aggregate at any time; and

(b) Zazoo Limited to fund operating costs not exceeding USD5,000,000 (or the equivalent in any other currency) in aggregate at any time; and

22.11.6 loans to employees of the Lesaka Group not exceeding R220,000 in aggregate at any time;

22.11.7 loans made by Moneyline to its customers in the ordinary course of its business;

22.11.8 loans or credit expressly permitted in writing by the Facility Agent.

22.12 Third party guarantees

No Obligor shall (and the Obligors shall ensure that no other member of the Lesaka Group will) incur or allow to remain outstanding any guarantee in respect of any obligation of any person. This restriction does not apply to the following (in each case a Permitted Guarantee):

22.12.1 any guarantee arising under the Finance Documents;

22.12.2 performance bonds guaranteeing performance by an Obligor under any contract (not being in respect of Financial Indebtedness) entered into in the ordinary course of trade;

22.12.3 guarantees by Obligors in respect of the Permitted Financial Indebtedness of other Obligors;

22.12.4 without double counting, any guarantee in respect of Finance Leases which are permitted under Clause 22.5.8;

22.12.5 any guarantee comprising a netting or set-off arrangement entered into by a member of the Lesaka Group with an Approved Bank in the ordinary course of its banking arrangements for the purposes of netting debit and credit balances of that member of the Group or of other members of the Lesaka Group with that Approved Bank, provided that such arrangement does not permit credit balances of Obligors to be netted with debit balances of members of the Lesaka Group that are not Obligors;

22.12.6 any guarantee given by a person acquired by a member of the Group after the Signature Date which is incurred under arrangements in existence at the date of acquisition, but not incurred or increased or its maturity date extended in contemplation of, or since, that acquisition, and outstanding only for a period of 3 months following the date of acquisition;

22.12.7 any guarantee required to be given to any municipality, utility provider or other supplier of goods or services, and made by a member of the Lesaka Group in the regular and ordinary course of business under which the aggregate liability (actual or contingent) of members of the Lesaka Group does not at any time exceed R10,000,000;

22.12.8 any guarantee given to a landlord or financial institution in respect of premises occupied by a member of the Lesaka Group for the rental obligations of a member of the Lesaka Group, where the lease agreement and the guarantee are entered into in the ordinary course of trading and on arm's length terms;

22.12.9 guarantees not otherwise permitted by this Clause above, under which the aggregate liability (actual or contingent) of members of the Lesaka Group does not at any time exceed R10,000,000;

22.12.10 any guarantees referred to in paragraph 8 of Schedule 10 (Disclosure Schedule) as at the Signature Date; or

22.12.11 any guarantee expressly permitted in writing by the Facility Agent.

22.13 Treasury Transactions

No Obligor shall (and the Obligors shall ensure that no other member of the Lesaka Group will) enter into any Treasury Transaction. This restriction does not apply to spot and forward delivery foreign exchange contracts entered into in the ordinary course of business, but not for speculative purposes nor any Treasury Transaction expressly permitted in writing by the Facility Agent. (each a Permitted Treasury Transaction).

22.14 Arm's length transactions

No Obligor shall (and the Obligors shall ensure that no other member of the Lesaka Group will) enter into any transaction with any person, otherwise than on arm's-length terms, save for:

22.14.1 any transaction forming part of, or required to implement, the Transaction; or

22.14.2 loans made or credit provided by one Obligor to another;

22.15 Insurance

22.15.1 In this Clause a prudent owner means a prudent owner and operator of any business, and of assets of a type and size, similar in all cases to those owned and operated by any member of the Lesaka Group in a similar location.

22.15.2 Each Obligor shall (and the Obligors shall ensure that each other member of the Lesaka Group will) ensure that its Insurances:

(a) insure it for its insurable interest in respect of all risks which are required to be insured against under any applicable law or regulation and which a prudent owner would insure against;

(b) insure it against losses arising from business interruption (whether or not a prudent owner would do so); and

22.15.3 Each Obligor shall (and the Obligors shall ensure that each other member of the Lesaka Group will):

(a) ensure that its Insurances are underwritten by an insurance company or underwriter which is of international standing and is not a captive insurer which is a member of the Lesaka Group;

(b) 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; and

(c) 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 Lesaka Group.

22.16 Intellectual Property Rights

22.16.1 Except as provided below, each Obligor shall (and the Obligors shall ensure that each other member of the Lesaka Group will):

(a) make any registration and pay any fee or other amount which is necessary to retain and protect the Intellectual Property Rights which are material to the business of a member of the Lesaka Group;

(b) record its interest in those Intellectual Property Rights;

(c) take such steps as are necessary and commercially reasonable (including the institution of legal proceedings) to prevent third parties infringing those Intellectual Property Rights;

(d) not use or permit any such Intellectual Property Right to be used in a way which may, or take or omit to take any action which may, adversely affect the existence or value of such Intellectual Property Right; and

(e) not grant any licence in respect of those Intellectual Property Rights, without the express prior consent of the Facility Agent.

22.16.2 Clause 22.16.1 does not apply to licence arrangements entered into between members of the Lesaka Group for so long as they remain members of the Lesaka Group or to licence arrangements entered into on normal commercial terms and in the ordinary course of its business.

22.17 Environmental matters

22.17.1 Each Obligor shall (and the Obligors shall ensure that each other member of the Lesaka Group will):

(a) comply with all Environmental Law;

(b) obtain, maintain and ensure compliance with all Environmental Permits that are required to carry on its business in the ordinary course;

where failure to do so has or might reasonably be expected to have a Material Adverse Effect or is reasonably likely to result in any liability for a Finance Party.

22.17.2 Each Obligor shall (through the Borrower), promptly upon becoming aware of the same, inform the Facility Agent in writing of:

(a) any Environmental Claim against it or any other member of the Lesaka Group which is current, pending or threatened; and

(b) any facts or circumstances which are reasonably likely to result in any Environmental Claim being commenced or threatened against it or any other member of the Lesaka Group,

where the claim, if determined against it or any other such member of the Lesaka Group, has or might reasonably be expected to have a Material Adverse Effect or is reasonably likely to result in any liability for a Finance Party.

22.17.3 The Borrower hereby indemnifies 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:

(a) arises by virtue of any actual or alleged breach of any Environmental Law (whether by any Obligor, an Indemnified Party or any other person); or

(b) arises in connection with an Environmental Claim,

which relates to the Lesaka Group, any assets of the Lesaka Group or the operation of all or part of the business of the Lesaka Group (or, in each case, any member of the Lesaka Group) and which would not have arisen if the Finance Documents or any of them had not been executed by that Finance Party.

22.18 Share capital

22.18.1 Other than as permitted under the CCMS Reorganisation Documents, no Obligor shall (and the Obligors shall ensure that no other member of the Lesaka Group will):

(a) redeem, purchase, defease, retire or repay any of its shares or share capital (or any instrument convertible into shares or share capital) or resolve to do so;

(b) issue any shares (or any instrument convertible into shares) which by their terms are redeemable or carry any right to a return prior to the Final Discharge Date; or

22.18.2 Clause 22.18.1 does not apply to the following (each a Permitted Share Issue):

(a) the issue of shares by an Obligor to another Obligor;

(b) the issue of shares by Holdco provided the Holdco Shareholder Contributions are contributed to the Borrower by way of a Shareholder Contribution and applied by the Borrower in accordance with Clause 8.1 (Initial Prepayment Offers);

(c) the issue of shares for cash by a member of the Lesaka Group to a minority shareholder provided that following the issue of such shares the pro rata shareholding of all shareholders of that member of the Lesaka Group will remain unchanged;

(d) the issue of shares by a member of the Lesaka Group to another person as part of a Permitted BEE Transaction, provided such issue does not lead to a Control Event;

(e) an issue of shares for purposes of a refinancing provided that all Loans and other Senior Facility Outstandings are, pursuant to such refinancing, prepaid in full at the same time and the Total Commitments are cancelled and reduced to zero;

(f) any issue of shares by the Borrower to Holdco provided that those shares by their terms (or by the terms of any security into which they may be convertible or for which they may be exchangeable) are not mandatorily redeemable or redeemable at the option of a holder; or

(g) an issue of shares to a person with the express prior consent of the Facility Agent.

22.19 Distributions

22.19.1 No Obligor shall (and the Obligors shall ensure that no other member of the Lesaka Group will) make any distribution. This restriction does not apply to the following distributions (each a Permitted Distribution):

(a) any distributions made by the Borrower to Holdco and paid into a Secured Account which shall not exceed an aggregate of USD7,500,000 in any financial year;

(b) any distribution by a member of the Lesaka Group to an Obligor (other than Holdco);

22.20 Bank accounts

No Obligor shall (and the Obligors shall ensure that no other member of the Lesaka Group incorporated in South Africa will) open or maintain any account or enter into any banking relationship with any branch of any bank or other financial institution providing similar services other than any account maintained with an Acceptable Bank.

22.21 Taxes

22.21.1 Each Obligor shall (and the Obligors shall ensure that each other member of the Lesaka 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) the amount under dispute is not in excess of R10,000,000 (or its equivalent in another currency or currencies);

(c) adequate reserves are being maintained for those Taxes and the costs required to contest them which have been disclosed in its latest financial statements; and

(d) such payment can be lawfully withheld.

22.21.2 No member of the Lesaka Group may change its residence for Tax purposes.

22.22 Amendments to documents

22.22.1 No Obligor shall (and the Obligors shall ensure that no other member of the Lesaka Group will):

(a) amend its memorandum of incorporation or other constitutional documents;

(b) amend or waive any term of any document delivered to the Facility Agent pursuant to Clause 4.1 (Initial conditions precedent),

(save for an amendment or waiver which is required to comply with the rules of any listings authority, including the NASDAQ Stock Market, or a procedural or administrative change arising in the ordinary course of administration of the relevant document and is not material) without the express prior consent of the Facility Agent before the Closing Date and, thereafter, in a manner or to an extent which is reasonably likely in any way to adversely affect the interests of the Finance Parties under the Finance Documents.

22.22.2 The Borrower must promptly supply to the Facility Agent a copy of any amendment to or waiver of any of the documents, or any agreement with any shareholder in the Borrower (or any of their Affiliates), in either case referred to in Clause 22.22.1.

22.23 Access

22.23.1 Upon reasonable notice by the Facility Agent, each Obligor shall (and the Obligors shall ensure that each other member of the Lesaka Group will) allow any one or more representatives of the Finance Parties and/or accountants or other professional advisers appointed by the Finance Parties to have access during normal business hours to the premises, assets, books and records of that member of the Lesaka Group.

22.23.2 The Facility Agent may not give notice under Clause 22.23.1, unless it reasonably believes that a Default is continuing or may have occurred or may occur and notifies the Borrower that it is exercising its rights under this Clause 22.23.

22.24 Anti-corruption laws and Sanctions

22.24.1 No Obligor shall (and the Obligors shall ensure that no other member of the Group will):

(a) contravene any Sanctions;

(b) at any time be a party to or participate in a Sanctioned Transaction in any manner; or

(c) directly or indirectly use the proceeds of any Senior Facility for any purpose which would breach the United Kingdom Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 or other similar legislation in other jurisdictions.

22.24.2 Each Obligor shall (and the Borrower shall ensure that each member of the Group will):

(a) take all reasonable steps to ensure that appropriate controls and safeguards are in place, designed to prevent it or any other member of the Group from being or becoming involved in a Sanctioned Transaction; and

(b) conduct its businesses in compliance with applicable anti-corruption laws and maintain policies and procedures designed to promote and achieve compliance with such laws.

22.25 Guarantor coverage

22.25.1 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 Lesaka Group) represents not less than 90.00 per cent. of the gross assets, Consolidated EBITDA and total revenue of the Lesaka Group.

22.25.2 Subject to Clause 22.25.3, if, at any time after the Signature Date:

(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 Lesaka Group is a Material Subsidiary; or

(b) a member of the Lesaka Group otherwise is or becomes a Material Subsidiary,

then, the Borrower shall, subject to Clause 20.10 (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 25.2 (Additional Guarantors).

22.25.3 Notwithstanding, Clause 22.25.2, Prism Transactive (M) Sedirian Berhad, a company registered under the laws of Malaysia will not be required to become an Additional Guarantor.

22.26 Ownership of Guarantors

22.26.1 Subject to Clause 22.26.3, the Borrower shall ensure that 100 per cent. of the securities in the issued capital of each Guarantor (other than Holdco, SmartSwitch Netherlands and Net1 Applied Technologies Netherlands) are owned, directly or indirectly, legally and beneficially, by the Borrower.

22.26.2 Holdco shall ensure that 100 per cent. of the securities in the issued capital of SmartSwitch Netherlands and Net1 Applied Technologies Netherlands are owned, directly or indirectly, legally and beneficially, by Holdco.

22.26.3 Notwithstanding Clauses 22.26.1:

(a) the Borrower may, directly or indirectly, reduce its shareholding, or the percentage of shares it is entitled to vote, in another Obligor to a minimum amount of 75 per cent. of all such shares and votes, pursuant to one or more Permitted BEE Transactions;

(b) the Borrower may, directly or indirectly, reduce its shareholding, or the percentage of shares it is entitled to vote, in Cash Paymaster to a minimum amount of 70 per cent. of all such shares and votes, pursuant to one or more Permitted BEE Transactions.

22.27 Acquisition of CCMS Target Company Share

22.27.1 The Borrower shall, by no later than 1 Business Day following the Utilisation Date under Senior Facility G and Senior Facility H (or such later date as may be agreed by the Facility Agent in writing), provide evidence acceptable to the Finance Parties that:

(a) the Borrower has acquired for and owns:

(i) 4,000 ordinary shares in the authorised ordinary share capital of Ovobix;

(ii) 100 ordinary shares in the authorised ordinary share capital of Luxanio

(iii) 340 ordinary B shares in the authorised ordinary share capital of Cash Connect Management Solutions Proprietary Limited; and

(iv) 521 ordinary shares in the authorised ordinary share capital of K2021,

(the CCMS Target Company Shares) pursuant to the CCMS Acquisition Agreement.

22.27.2 The Borrower shall, within 2 Business Day following the Utilisation Date under Senior Facility G (or such later date as may be agreed by the Facility Agent in writing), deliver to the Facility Agent:

(a) the original share certificates in respect of the CCMS Target Company Shares; and

(b) share transfer forms in respect of the CCMS Target Company Shares, duly signed by the Borrower as transferor and blank as to transferee.

EVENTS OF DEFAULT

Each of the events or circumstances set out in this Clause 23 (other than 23.16 (Acceleration)) is an Event of Default.

23.1 Non-payment

An Obligor does not pay on the due date any amount payable by it under a Finance Document, at the place and in the currency in which it is expressed to be payable unless:

23.1.1 that failure to pay is caused by administrative or technical error or a Disruption Event; and

23.1.2 payment is made in full within 3 Business Days of its due date.

23.2 Financial covenants

Any requirement of Clause 21 (Financial Covenants) is not satisfied.

23.3 Other obligations

23.3.1 An Obligor does not comply, timeously and in full, with any term of Clause 20 (Information Undertakings) or any term of Clauses 22.3 (Pari passu ranking), 22.4 (Negative pledge), 22.5 (Financial Indebtedness), 22.6 (Disposals), 22.7 (Merger), 22.9 (Acquisitions), 22.10 (Joint Ventures), 22.11 (Loans out), 22.12 (Third party guarantees), 22.13 (Treasury Transactions), 22.14 (Arm's length transactions), 22.18 (Share capital), 22.19 (Distributions), 22.20 (Bank accounts), 22.22 (Amendment to documents), 22.24 (Anti-corruption laws and Sanctions) and 22.26 (Ownership of Guarantors).

23.3.2 An Obligor does not comply, timeously and in full, with any provision of any Security Document to which it is a party.

23.3.3 An Obligor fails to comply, timeously and in full, with any provision of a Finance Document (in respect of an Obligor only, other than those referred to in Clauses 23.1, 23.2, 23.3.1 and 23.3.2).

23.3.4 No Event of Default under Clause 23.3.3 will occur, if the failure is capable of remedy and is remedied within 5 Business Days of the earlier of (A) the Facility Agent giving notice to the Borrower and (B) any Obligor becoming aware of the failure to comply.

23.4 Misrepresentation

23.4.1 Any representation or statement made or deemed to be made by an Obligor in the Finance Documents or any other document delivered by or on behalf of any Obligor 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 repeated.

23.4.2 No Event of Default will occur under Clause 23.4.1 if the circumstances giving rise to the misrepresentation are capable of remedy and are remedied within 10 Business Days of the earlier of (A) the Facility Agent giving notice to the Borrower and (B) any Obligor becoming aware thereof.

23.5 Cross default and cross acceleration

23.5.1 Any of the following occurs in respect of any Obligor or Material Subsidiary:

(a) any of its Financial Indebtedness (or any amount payable in respect of its Financial Indebtedness) is not paid when due (after the expiry of any originally applicable grace period); or

(b) any of its Financial Indebtedness:

(i) is declared to be or otherwise becomes prematurely due and payable prior to its stated maturity or, if the Financial Indebtedness arises under a guarantee, prior to the stated maturity of the Financial Indebtedness which is the subject of the guarantee; or

(ii) is placed on demand;

(iii) is capable of being declared by or on behalf of a creditor to be prematurely due and payable or of being placed on demand; or

(iv) is terminated or closed out or is capable of being terminated or closed out,

in each case, as a result of an event of default or any provision having a similar effect (howsoever described); or

(c) any commitment of a provider of Financial Indebtedness to it is cancelled or suspended, or is capable of being cancelled or suspended by such provider, in each case, as a result of an event of default or any provision having a similar effect (howsoever described).

23.5.2 No Event of Default will occur under this Clause 23.5 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within Clauses 23.5.1(a) to (c) is less than R10,000,000 (or its equivalent in another currency or currencies).

23.6 Insolvency

23.6.1 Any Obligor or Material Subsidiary is or is deemed for the purposes of any applicable law to be insolvent or unable to pay its debts as they fall due, admits its insolvency or its inability to pay its debts as they fall due, suspends making payments on any of its debts or announces an intention to do so or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to the rescheduling, restructuring or compromise of any of its indebtedness.

23.6.2 Any Obligor or Material Subsidiary is or is deemed for the purposes of any applicable law to be "Financially Distressed" (as defined in the Companies Act).

23.6.3 The value of the assets of any Obligor or Material Subsidiary is less than its liabilities (taking into account contingent and prospective liabilities).

23.6.4 A moratorium is declared, instituted or takes effect in respect of any of the indebtedness of any Obligor or Material Subsidiary (in which event the ending of the moratorium will not remedy any Event of Default caused by that moratorium).

23.6.5 The filing of an involuntary proceeding in a court of competent jurisdiction in the United States seeking relief under US Bankruptcy Law in respect of any Obligor or Material Subsidiary and either such proceeding shall continue undismissed for 30 days or an order or decree approving or ordering any of the foregoing shall be entered or any Obligor or Material Subsidiary shall consent to the institution of, or fail to contest in a timely and appropriate manner, any such involuntary proceeding.

23.6.6 The filing of a voluntarily petition by any Obligor or Material Subsidiary under US Bankruptcy Law.

23.7 Insolvency and business rescue proceedings

23.7.1 Any corporate action, legal proceedings or other procedure or step (including an application to court, proposal or convening of a meeting) is taken with a view to:

(a) the suspension of payments, a moratorium of any indebtedness, liquidation, winding-up, dissolution, administration, business rescue or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the any Obligor or Material Subsidiary;

(b) a composition, compromise, assignment or arrangement with any creditor of any Obligor or Material Subsidiary;

(c) the appointment of a liquidator, receiver, administrative receiver, administrator, compulsory manager, business rescue practitioner or other similar officer in respect of any Obligor or Material Subsidiary or any of its assets; or

(d) enforcement of any Security over any assets of any Obligor or Material Subsidiary,

or any analogous procedure or step is taken in any jurisdiction;

23.7.2 A meeting is proposed or convened by the directors of any Obligor or Material Subsidiary, 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 Obligor or Material Subsidiary, or any analogous procedure or step is taken in any jurisdiction.

23.8 Creditors' process

Any expropriation, attachment, sequestration, implementation of any business rescue plan, distress or execution affects any asset or assets of any Obligor or Material Subsidiary. No Event of Default will occur under this Clause 23.8 if:

23.8.1 the affected assets are not subject to any Transaction Security and the aggregate value of those assets is less than R10,000,000 (or its equivalent in another currency or currencies); or

23.8.2 that expropriation, attachment, sequestration, implementation of any business rescue plan, distress or execution is being contested in good faith and with due diligence and is discharged or set aside within 14 days.

23.9 Legal proceedings

23.9.1 Any Obligor or Material Subsidiary fails to discharge in full, within 5 Business Days of the due date, any amount payable pursuant to a final judgment or order made or given by any court or other authority of competent jurisdiction in any litigation, arbitration, administrative, governmental, regulatory or other investigations, proceedings or enquiry (including any such investigations, proceedings or enquiry by any competition authority, environmental authority, tax authority or sector specific regulatory authority).

23.9.2 For the purposes of Clause 23.9.1, a final judgment or order means a judgment or order:

(a) which is not appealable or is appealable but in respect of which the period for the lodging of an appeal has lapsed and the relevant Obligor or Material Subsidiary (as applicable) has failed to institute appeal proceedings; and

(b) which is not capable of rescission or is capable of rescission but in respect of which the period for applying for rescission has lapsed and the relevant Obligor or Material Subsidiary (as applicable) has failed to apply for rescission or has applied for rescission of such judgment or order and the application for rescission has been denied.

23.10 Cessation of business

Any Obligor or Material Subsidiary ceases to carry on all or a substantial part of its business from that undertaken at the Signature Date.

23.11 Finance Documents

23.11.1 It is or becomes unlawful for a party (other than a Finance Party) to a Finance Document to perform any of its obligations under the Finance Documents.

23.11.2 Any obligation of a party (other than a Finance Party) to a Finance Document, under a Finance Document, for any reason, is not or ceases to be legal, valid, binding, enforceable or effective in accordance with its terms, or is alleged by a party to it (other than a Finance Party) to be ineffective in accordance with its terms, or becomes unlawful.

23.11.3 Any Transaction Security created or expressed to be created or evidenced by a Security Document, or any subordination created under a Finance Document, for any reason, is not or 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, fails or ceases to establish the ranking and the priority of claims which it purports to create, or becomes unlawful.

23.11.4 A party (other than a Finance Party) to a Finance Document repudiates that Finance Document or evidences an intention to repudiate a Finance Document.

23.12 Material adverse change

Any event or circumstance occurs which, in the reasonable opinion of the Facility Agent (acting on the instructions of all the Lenders), has or is reasonably likely to have a Material Adverse Effect.

23.13 Audit qualification

The Auditors of the Lesaka Group qualify the audited annual consolidated financial statements of the Borrower or the audited annual financial statements of any other Obligor.

23.14 Expropriation

23.14.1 The authority or ability of any Obligor or Material Subsidiary to conduct its business is 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.

23.14.2 By the authority of any governmental, regulatory or other authority or other person:

(a) the management of any Obligor or Material Subsidiary is wholly or substantially replaced; or

(b) all or a majority of the shares of any Obligor or Material Subsidiary or the whole or any part of its assets or revenues is seized, expropriated or compulsorily acquired.

23.15 Lesaka Market Price Trigger Event

A Lesaka Market Price Trigger Event occurs and the Parties to the VCP Undertaking fail to comply with that undertaking.

23.16 Acceleration

23.16.1 If an Event of Default is continuing, the Facility Agent may, by notice to the Borrower and without prejudice to any other rights or remedies which a Finance Party may have under any Finance Document or at law:

(a) cancel all or any part of the Total Commitments (whereupon they shall immediately be cancelled);

(b) declare that all or part of the Utilisations, together with accrued interest, and all other Senior Facility Outstandings under a Senior Facility:

(i) are immediately due and payable (whereupon they shall become immediately due and payable); and/or

(ii) are payable on demand (whereupon they shall immediately become payable on demand by the Facility Agent); and/or

(c) claim immediate payment of all or part of any Utilisations and other Senior Facility Outstandings (whereupon they shall be immediately payable); and/or

(d) exercise or inform the Finance Parties that they may exercise any or all of their rights, remedies, powers or discretions under the Security Documents.

23.16.2 Any notice given under this Clause shall take effect in accordance with its terms.

SECTION 8 CHANGES TO PARTIES

CHANGES TO THE LENDERS

24.1 Cessions and delegations by the Lenders

24.1.1 Subject to this Clause 24, a Lender (the Existing Lender) may cede and/or delegate (a Transfer) any or all of its rights and/or obligations under this Agreement, any Senior Facility Agreement to which it is a party and/or under any other 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 (a New Lender).

24.1.2 Each Obligor consents to any splitting of claims which may arise as a result of a Transfer implemented under this Agreement.

24.2 Conditions of Transfer

24.2.1 The consent of the Borrower 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 8 (Acceptable Lenders); or

Except as detailed above, the express consent of the Borrower is required for a Transfer to a prospective New Lender. Where the consent of the Borrower to a Transfer is required that consent must not be unreasonably withheld or delayed.

24.2.2 The Borrower 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 Borrower within that time.

24.2.3 A Transfer will only be effective if the procedure set out in Clause 24.4 is complied with.

24.2.4 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.

24.3 Limitation of responsibility of Existing Lenders

24.3.1 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 or any other documents;

(b) the financial condition of any Obligor;

(c) the performance and observance by any Obligor 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.

24.3.2 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 in connection with any Finance Document; 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.

24.3.3 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 24; or

(b) support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise.

24.4 Procedure for transfer

24.4.1 Subject to the conditions set out in Clause 24.2 a Transfer is effected in accordance with Clause 24.4.3 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 24.4.2, 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.

24.4.2 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 that apply to it (if any) in relation to the transfer to such New Lender.

24.4.3 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 (being the Transferred Rights and Obligations);

(b) each of the Obligors 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 Debt Guarantor, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Senior Lender with the rights and/or obligations comprising the Transferred Rights and Obligations;

(d) the Facility Agent, the Arranger, the Debt Guarantor 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

(e) the New Lender shall become a Party as a Lender.

24.5 Costs resulting from a change of Lender

If:

24.5.1 a Lender Transfers any of its rights or obligations under the Finance Documents; and

24.5.2 as a result of circumstances existing at the date the Transfer occurs, an Obligor would be obliged to make a Tax Payment (as defined in Clause 13 (Tax Gross-up and Indemnities) or pay any Increased Cost (as defined in Clause 14 (Changes in Costs)),

then, unless the Transfer is made by a Lender in order to mitigate any circumstances giving rise to the Tax Payment, Increased Cost or a right to be prepaid and/or cancelled by reason of illegality, the Obligor need only pay that Tax Payment or Increased Cost to the same extent that it would have been obliged to if the Transfer had not occurred.

24.6 Copy of Transfer Certificate to Borrower

The Facility Agent shall send to the Borrower a copy of each Transfer Certificate executed by it in accordance with Clause 24.4.1 as soon as reasonably practicable after it has executed any such Transfer Certificate.

CHANGES TO THE OBLIGORS

25.1 Transfers by the Obligors

No Obligor may cede any of its rights or delegate any of its obligations under the Finance Documents.

25.2 Additional Guarantors

25.2.1 If the Borrower:

(a) requests that a member of the Lesaka Group becomes an Additional Guarantor; or

(b) is required under this Agreement to ensure that any member of the Lesaka Group becomes an Additional Guarantor,

it must give not less than 10 Business Days' prior notice to the Facility Agent.

25.2.2 The Borrower must ensure that any member of the Lesaka Group which is required to become a Guarantor under this Agreement supplies to the Facility Agent all the documents and evidence set out in Part II of Schedule 2 (Conditions Precedent), in form and substance satisfactory to it.

25.2.3 The relevant member of the Lesaka Group will become an Additional Guarantor on the date of the Accession Letter executed by it.

25.2.4 The Borrower must comply with Clause 25.2.1 within 14 days of any member of the Lesaka Group becoming a Material Subsidiary.

25.3 Repetition of Representations

Delivery of an Accession Letter constitutes confirmation by the relevant Subsidiary that the Repeating Representations 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.

25.4 Resignation of a Guarantor

25.4.1 The Borrower may request that a Guarantor (other than the Borrower) ceases to be a Guarantor by delivering to the Facility Agent a Resignation Letter.

25.4.2 The Facility Agent shall accept a Resignation Letter and notify the Borrower and the Lenders of its acceptance if:

(a) no Default is continuing or would result from the acceptance of the Resignation Letter (and the Borrower has confirmed this is the case); and

(b) all the Lenders have consented to the Borrower's request.

CHANGES TO THE DEBT GUARANTOR

The Debt Guarantor may not cede any of its rights or delegate any of its obligations under the Finance Documents without the consent of all the Lenders. For purposes of this Clause 26 (Changes to the Debt Guarantor), a cession or delegation shall include any form of transfer of the Debt Guarantor's rights and/or obligations under a Finance Document, or the change in legal entity which has rights and/or obligations of the Debt Guarantor under a Finance Document, whether by operation of law or by way of or following an amalgamation or merger under section 113 of the Companies Act.

SECTION 9 THE FINANCE PARTIES

THE ADMINISTRATIVE PARTIES

27.1 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.

27.2 Facility Agent

27.2.1 Under the Intercreditor Agreement each Lender has appointed the Facility Agent to act as its facility agent under and in connection with the Finance Documents including, in respect of the Senior Facilities, the disbursement of Loans, the receipt of amounts payable to the Lenders under the Finance Documents, any amendments of, or waivers or consents under, the applicable Finance Documents, the receipt of documents and information required to be delivered to the Lenders under the Finance Documents, the receipt of notices from the Borrower to the Finance Parties (or any of them) under the Finance Documents, and the giving of notices to the Borrower by the Finance Parties (or any of them) under the Finance Documents (together, the Agency Matters).

27.2.2 A reference to the Facility Agent in any Finance Document, is a reference to the Facility Agent acting in its capacity as such.

27.2.3 The Obligors:

(a) may assume that the Facility Agent is duly authorised to represent the other Finance Parties in all Agency Matters and that all actions taken by the Facility Agent in connection with an Agency Matter are duly authorised;

(b) are not entitled nor obliged directly to deal with, or act on the instructions of, a Finance Party other than the Facility Agent, unless expressly otherwise provided in a Finance Document.

27.2.4 A reference in a Finance Document to any action undertaken or required to be undertaken by the Facility Agent in relation to an Agency Matter (including the exercise of any discretion under the Finance Documents) is a reference to the Facility Agent acting as the duly authorised agent of the Finance Parties.

27.2.5 An Obligor shall have no claim against the Facility Agent for the recovery of any losses or damages which it may suffer as a result of anything which the Facility Agent does, or omits to do, in good faith in performing its functions as the Facility Agent under the Finance Documents.

27.2.6 The Facility Agent is authorised to give instructions to the Debt Guarantor in relation to the enforcement by the Debt Guarantor of its rights and the performance of its obligations under the Finance Documents to which the Debt Guarantor is a party.

27.3 Instructions to Debt Guarantor

27.3.1 The Finance Parties (other than the Debt Guarantor) agree, without prejudice to the rights and obligations of the Debt Guarantor under the Finance Documents, that (as between the Finance Parties) the Facility Agent has the sole and exclusive right to give instructions and directives to the Debt Guarantor for the exercise or enforcement of any of the rights, remedies, powers, authority or discretions of the Debt Guarantor under the Finance Documents, or to commence, pursue, conclude or settle any legal proceedings against an Obligor in any applicable jurisdiction on behalf of the Finance Parties or any of them in connection with the Finance Documents.

27.3.2 The Debt Guarantor shall comply with all such instructions and directives of the Facility Agent.

27.3.3 No Administrative Party is authorised to act in the name of another Finance Party in any legal proceedings in connection with a Finance Document without first obtaining that Finance Party's consent (and, in the case of the Debt Guarantor, that consent shall be provided through the Facility Agent).

SHARING AMONG THE FINANCE PARTIES

28.1 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 31 (Payment Mechanics) (a Recovered Amount) and applies that amount to a payment due under the Finance Documents then:

28.1.1 the Recovering Finance Party shall, within 3 Business Days, notify details of the receipt or recovery, to the Facility Agent;

28.1.2 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 31 (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

28.1.3 the Recovering Finance Party shall, within 3 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.

28.2 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 the Intercreditor Agreement towards the obligations of that Obligor to the Sharing Finance Parties.

28.3 Recovering Finance Party's rights

28.3.1 On a distribution by the Facility Agent under Clause 28.2 of a payment received by a Recovering Finance Party from that 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 that Obligor.

28.3.2 If and to the extent that the Recovering Finance Party is not able to rely on its rights under Clause 28.3.1 (that is, an amount equal to the Sharing Payment is treated as having been paid by the relevant Obligor), the Obligors shall be liable to the Recovering Finance Party for a debt equal to the Sharing Payment which is immediately due and payable.

28.4 Reversal of redistribution

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:

28.4.1 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

28.4.2 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.

28.5 Exceptions

28.5.1 This Clause 28 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 Obligors.

28.5.2 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 that other Finance Party of the legal or arbitration proceedings; and

(b) that 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.

CONDUCT OF BUSINESS BY THE FINANCE PARTIES

No provision of this Agreement will:

29.1 interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;

29.2 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

29.3 oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

FINANCE PARTY RIGHTS

Clauses 27 (The Administrative Parties) to Clause 28 (Sharing Among the Finance Parties) are for the benefit of the Finance Parties only. The Obligors do not have any rights or benefits under those Clauses.

SECTION 10 ADMINISTRATION

PAYMENT MECHANICS

31.1 Payments to the Facility Agent

31.1.1 On each date on which an Obligor or a Lender is required to make a payment under a Finance Document, that Obligor or Lender shall make the same available to the Facility Agent (unless a contrary indication appears in a Finance Document) in Rand for value by no later than 12h00 (Johannesburg time) on the due date and in such funds specified by the Facility Agent.

31.1.2 All such payments shall be made to such account in South Africa with such bank as the Facility Agent may specify by notice to the Borrower. Until otherwise notified by the Facility Agent from time to time, its bank account details for these purposes are as follows:

Bank: First National Bank

Branch: RMB Corporate Banking

Branch Number: 255005

Account Number: 506 1901 6740

Account Name: RMB Domestic Money Market Account

Reference: IBD MAP NET

31.2 Distributions to an Obligor

The Facility Agent may (with the consent of the Obligor or in accordance with Clause 32 (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.

31.3 Clawback

31.3.1 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.

31.3.2 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.

31.4 No set-off by 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.

31.5 Partial payments

31.5.1 Subject to Clause 7.9 (Application of partial prepayments) in respect of the application of partial payments as between the Senior Facility Lenders, if the Facility Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, the Facility Agent shall apply that payment towards the obligations of that Obligor under the Finance Documents in the following order:

(a) first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Facility Agent under the Finance Documents;

(b) second, in or towards payment pro rata of any accrued interest, fees, Break Costs or commission due but unpaid under the Finance Documents;

(d) fourth, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

31.5.2 This Clause 31.5 will override any appropriation made by an Obligor other than in accordance with Clause 7.9.1 (Application of partial prepayments).

31.6 Business Days

31.6.1 If a payment under the Finance Documents is due on a day which is not a Business Day, the due date for that payment will instead be the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

31.6.2 During any extension of the due date for payment of any principal or Unpaid Sum under a Senior Facility Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date, subject to any provisions in a Senior Facility Agreement relating to the accrual and payment of default interest.

31.7 Currency of account

31.7.1 Subject to the provisions of this Clause below, Rand is the currency of account and payment for any sum due from an Obligor under any Finance Document.

31.7.2 Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

31.7.3 Any amount expressed to be payable in a currency other than Rand shall be paid in that other currency.

31.8 Disruption to Payment Systems etc.

If either 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:

31.8.1 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;

31.8.2 the Facility Agent shall not be obliged to consult with the Borrower in relation to any changes mentioned Clause 31.8.1 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;

31.8.3 the Facility Agent shall consult with the Finance Parties in relation to any changes mentioned in Clause 31.8.1 but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances;

31.8.4 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 35 (Amendments and Waivers);

31.8.5 the Facility Agent shall not be liable for any damages, costs or losses whatsoever arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 31.8; and

31.8.6 the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to Clause 31.8.4.

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.

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).

NOTICES

34.1 Communications in writing

34.1.1 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.

34.1.2 Communications in connection with a Finance Document (other than a Utilisation Request, a Compliance Certificate, a Transfer Certificate, an Accession Letter, a Resignation Letter, a notice of Default or any consent, waiver or agreement requested under a Finance Document) may also be given by email or any other form of electronic communication previously approved in writing by the Facility Agent.

34.2 Addresses

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:

34.2.1 in the case of the Borrower:

Address: 6^th^ Floor, President Place

Corner of Jan Smuts Avenue and Bolton Road

Rosebank

2196

Email address: naeem.kola@lesakatech.com

For the attention of: Naeem Kola

34.2.2 in the case of each other Obligor, the address and other details specified for the Borrower in Clause 34.2.1;

34.2.3 in the case of the Facility Agent (in its capacity as such):

Address: 1 Merchant Place

14^th^ Floor

Cnr Fredman Drive and Rivonia Road

Sandton, 2196

Email address: xxx xxx xxx xxx xxx xxx

Fax number: +27 (11) 282 4043

For the attention of: Head of Transaction Management - Investment Banking Division

34.2.4 in the case of the Debt Guarantor:

Address 7^th^ Floor, Letterstedt House

Cnr Main & Campground Roads

Newlands 7700

South Africa

Email address xxx

For the attention of Amanda Collis

34.2.5 in the case of each Original Senior Lender (in its capacity as such), the address and other details specified opposite its name in Part II of Schedule 1 (The Original Parties);

34.2.6 in the case of any other Lender or Obligor, those details notified in writing to the Facility Agent on or before the date on which it becomes a Party,

or any substitute address or 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.

34.3 Domicilia

34.3.1 Each Party chooses its physical address provided under or pursuant to Clause 34.2 as its domicilium citandi et executandi at which documents in legal proceedings in connection with a Finance Document may be served.

34.3.2 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 under Clause 34.4.

34.4 Delivery

34.4.1 Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will:

(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; and

(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 provided, if a particular department or officer is specified as part of its address details under Clause 34.2, if such communication or document is addressed to that department or officer.

34.4.2 Any communication or document to be made or delivered to the Facility Agent or the Debt Guarantor will be effective only when actually received by the Facility Agent or the Debt Guarantor (as the case may be) 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 or the Debt Guarantor shall specify for this purpose).

34.5 Obligors

34.5.1 All communications under the Finance Documents to or from an Obligor must be sent through the Facility Agent.

34.5.2 All communications under the Finance Documents to or from an Obligor (other than the Borrower) must be sent through the Borrower.

34.5.3 Each Obligor (other than the Borrower) irrevocably appoints the Borrower to act 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, information and instructions (including, in the case of the Borrower, Utilisation Requests), to execute on its behalf all documents under or in connection with the Finance Documents (including any Accession Letter), 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, information and instructions or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

34.5.4 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 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.

34.5.5 Any communication given to the Borrower in connection with a Finance Document will be deemed to have been given also to the other Obligors.

34.5.6 A Finance Party may assume that any communication made by the Borrower on behalf of an Obligor is made with the knowledge and consent of that Obligor.

34.6 Notification of address and fax number

Upon receipt of notification of an address or fax number or change of address or fax number pursuant to Clause 34.2, or changing its own address or fax number, the Facility Agent shall notify the other Parties as soon as reasonably practicable.

34.7 Electronic communication

34.7.1 Any communication to be made between the Facility Agent or the Debt Guarantor and a Lender under or in connection with the Finance Documents may be made by electronic mail or other electronic means, if the Facility Agent or the Debt Guarantor (as the case may be) and the relevant Lender:

(a) agree that, unless and until notified to the contrary, this is to be an accepted form of communication;

(b) notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and

34.7.2 Any electronic communication made between the Facility Agent or the Debt Guarantor (as the case may be) and a Lender will be effective only when actually received in readable form and in the case of any electronic communication made by a Lender to the Facility Agent or the Debt Guarantor (as the case may be) only if it is addressed in such a manner as the Facility Agent or the Debt Guarantor (as the case may be) shall specify for this purpose.

34.8 English language

Any notice or other document given under or in connection with any Finance Document must be in English.

AMENDMENTS AND WAIVERS

35.1 A term of the Finance Documents may be amended or waived only with the consent of the Facility Agent (acting on the instructions of the applicable Finance Parties under the Intercreditor Agreement) and the Obligors.

35.2 The Facility Agent may effect and execute, on behalf of any Finance Party, any amendment or waiver permitted by this Clause.

35.3 No amendment or waiver contemplated by this Clause 35 shall be of any force or effect unless in writing and signed by or on behalf of the relevant Parties.

35.4 An amendment of any provision of Clauses 27 (The Administrative Parties) may be effected without the consent of or notice to any Obligor, provided that such amendment does not place any additional obligation or liability on any Obligor.

CONFIDENTIALITY

36.1 Confidential Information

Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 36.2, 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.

36.2 Disclosure of Confidential Information

Any Finance Party may disclose:

36.2.1 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 Clause 36.2.1 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;

36.2.2 to any other person:

(a) to (or through) whom it Transfers (or may potentially Transfer) all or any of its rights and obligations under this Agreement and 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 or other credit 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 one or more 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 paragraphs (a) or (b) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf;

(d) who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in paragraphs (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;

(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 express prior 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; and

(iii) in relation to paragraphs (e), (f) and (g) above, 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

36.2.3 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.

36.3 Entire agreement

This Clause 36 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.

36.4 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.

36.5 Notification of disclosure

Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Borrower:

36.5.1 of the circumstances of any disclosure of Confidential Information made pursuant to Clause 36.2.2(d) above 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

36.5.2 upon becoming aware that Confidential Information has been disclosed in breach of this Clause 36.

36.6 Continuing obligations

The obligations in this Clause 36 are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of twelve months from the earlier of:

36.6.1 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

36.6.2 the date on which such Finance Party otherwise ceases to be a Finance Party.

GENERAL PROVISIONS

37.1 Sole agreement

The Finance Documents constitute the sole record of the agreement between the Parties in regard to the subject matter thereof.

37.2 No implied terms

No Party shall be bound by any express or implied term, representation, warranty, promise or the like, not recorded in a Finance Document.

37.3 Rights and remedies

No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under the Finance Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies of each Finance Party under the Finance Documents:

37.3.1 are cumulative and not exclusive of its rights under the general law

37.3.2 may be exercised as often as the Finance Party requires;

37.3.3 may be waived only in writing and specifically.

Delay in the exercise or non-exercise of any right is not a waiver of that right.

37.4 Extensions and waivers

No latitude, extension of time or other indulgence which may be given or allowed by any Party to any other Party in respect of the performance of any obligation or enforcement of any right under a Finance Document, and no single or partial exercise of any right by any Party, shall be construed to be an implied consent by such Party or operate as a waiver or a novation of, or otherwise affect any of that Party's rights under or in connection with a 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 a Finance Document.

37.5 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 37.5 shall include, without limitation, inoperable by way of suspension or cancellation.

37.6 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.

37.7 Further assurances

Each Obligor must perform, or procure the performance, of all further things, and execute and deliver (or procure the execution and delivery) of all further documents, as may be required by any applicable law or regulation or as may be necessary or desirable to:

37.7.1 register any Security Documents in any applicable statutory public register;

37.7.2 create, perfect, protect and maintain the Security Interests created or intended to be created under or evidenced by the Security Documents or for the exercise of any rights, powers and remedies of the Debt Guarantor or the Finance Parties provided by or pursuant to the Finance Documents or by law;

37.7.3 facilitate the realisation of the assets which are, or are intended to be, the subject of the Transaction Security; and/or

37.7.4 implement or otherwise give effect to this Agreement and the other Finance Documents and the transactions contemplated therein.

37.8 Independent advice

Each Obligor acknowledges that it has been free to secure independent legal and other advice as to the nature and effect of all of the provisions of the Finance Documents and that it has either taken such independent legal and other advice or dispensed with the necessity of doing so. Further, each Obligor acknowledges that all of the provisions of each Finance Document and the restrictions therein contained are part of the overall intention of the Parties in connection with the Finance Documents.

37.9 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.

SECTION 11 GOVERNING LAW AND ENFORCEMENT

GOVERNING LAW

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by South African law.

JURISDICTION

39.1 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 a Finance Document or any non-contractual obligation arising out of or in connection with a Finance Document) (a dispute).

39.2 The Parties agree that the courts of South Africa are the most appropriate and convenient courts to settle disputes. The Parties agree not to argue to the contrary and waive objection to this court on the grounds of inconvenient forum or otherwise in relation to proceedings in connection with any Finance Document.

39.3 This Clause 39 is for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedings relating to a dispute in any other court with jurisdiction. To the extent allowed by law, a Finance Party may take concurrent proceedings in any number of jurisdictions.

WAIVER OF JURY TRIAL

EACH PARTY HERETO HEREBY WAIVES ANY RIGHT IT MAY HAVE TO A JURY TRIAL IN RESPECT OF ANY LITIGATION IN ANY UNITED STATES FEDERAL OR STATE COURT DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER FINANCE DOCUMENTS OR ANY DEALINGS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS LOAN TRANSACTION OR THE LENDER/BORROWER/GUARANTOR RELATIONSHIP. Each party hereto hereby acknowledges that this waiver is a material inducement to enter into a business relationship, it has relied on this waiver in entering into this Agreement, and it will continue to rely on this waiver in related future dealings. Each party hereto hereby further warrants and represents that it has reviewed this waiver with its legal counsel and it knowingly and voluntarily waives its jury trial rights following consultation with legal counsel. THIS WAIVER IS IRREVOCABLE AND MAY NOT BE MODIFIED OTHER THAN BY A WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS CLAUSE 40 AND EXECUTED BY EACH OF THE PARTIES HERETO. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

WAIVER OF IMMUNITY

Each Obligor irrevocably and unconditionally:

41.1 agrees not to claim any immunity from suit, execution, attachment or other legal process brought by a Finance Party against it in relation to a Finance Document, and to ensure that no such claim is made on its behalf;

41.2 consents generally to the giving of any relief or the issue of any process in connection with those proceedings; and

41.3 waives any right it may have to claim for itself or any of its assets immunity from suit, execution, attachment or other legal process.

THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.

SCHEDULE 1 THE ORIGINAL PARTIES

Part I The Original Obligors

****	Name of Borrower	Jurisdiction of Incorporation	Registration number<br>(or equivalent, if any)
1.	Lesaka Technologies Proprietary Limited (formerly known as Net1 Applied Technologies South Africa Proprietary Limited)	South Africa	2002/031446/07
****	Name of Original Guarantor	Jurisdiction of Incorporation	Registration number<br>(or equivalent, if any)
---	---	---	---
1.	Lesaka Technologies, Inc. (formerly known as Net1 UEPS Technologies, Inc.)	State of Florida, United States	98-0171860
2.	Lesaka Technologies Proprietary Limited (formerly known as Net1 Applied Technologies South Africa Proprietary Limited)	South Africa	2002/031446/07
3.	EasyPay Proprietary Limited	South Africa	1983/008597/07
4.	Moneyline Financial Services Proprietary Limited	South Africa	1998/020799/07
5.	Net1 Applied Technologies Netherlands BV	Netherlands	34307123
6.	Net1 Finance Holdings Proprietary Limited	South Africa	1998/020801/07
7.	Prism Holdings Proprietary Limited	South Africa	1998/018949/07
8.	Prism Payment Technologies Proprietary Limited	South Africa	1990/005062/07
9.	Pros Software Proprietary Limited	South Africa	2005/043662/07
10.	RMT Systems Proprietary Limited	South Africa	2001/028826/07
11.	SmartSwitch Netherlands Holdings BV	Netherlands	76723178
****	Original Senior Lender	Address for Purposes of Clause 34 (Notices)	Senior Facility E<br>Commitment	Senior Facility G<br>Commitment	Senior Facility H<br>Commitment
---	---	---	---	---	---
****	[Column 2]	[Column 3]	[Column 4]	[Column 5]	[Column 6]
1	FirstRand Bank Limited (acting through its Rand Merchant Bank division)	1 Merchant Place, 14th Floor<br>Cnr Fredman Drive and Rivonia Road<br>Sandton, 2196<br>Fax: +27 11 282 4056<br>Email: xxx<br> xxx<br> xxx<br> xxx<br> xxx<br> xxx<br>Att: Head of Transaction Management: Investment Banking	ZAR1,400,000,000	ZAR708,579,281.66	ZAR357,388,327.40
			ZAR1,400,000,000	ZAR708,579,281.66	ZAR357,388,327.40

SCHEDULE 2

CONDITIONS PRECEDENT

Part I Conditions Precedent to initial Utilisation

ORIGINAL OBLIGORS

1.1 A copy of the constitutional documents of each Original Obligor.

1.2 A copy of a resolution of the board of directors of each Original Obligor and other members of the Group which are party to a Finance Document:

1.2.1 approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;

1.2.3 authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and

1.2.4 authorising a specified person or persons, on its behalf, to sign and/or despatch all 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.

1.4 A specimen of the signature of each person authorised by the resolution referred to in paragraph 1.2.

1.5 A certificate of the Borrower and each other Original Obligor (signed by a director or other authorised signatory):

1.5.1 confirming that borrowing or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded.

1.5.2 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 as at a date no earlier than the Closing Date.

1.6 A certificate of the Borrower (signed by a director or other authorised signatory) confirming as at the Closing Date that:

1.6.1 no Default or Event of Default has occurred or is continuing or will result from the execution of the Finance Documents;

1.6.2 the representations and warranties set out in Clause 19 (Representations) are true and correct in all respects;

1.6.3 that no event or series of events or circumstances has occurred or arisen which, in the Borrower's opinion, is likely to have a Material Adverse Effect;

1.8 If such Original Obligor is a US Guarantor, a solvency certificate signed by the chief financial officer or chief accounting officer of such Obligor in form and substance satisfactory to the Facility Agent and its counsel.

Legal opinions

2.1 A legal opinion of Webber Wentzel, legal advisers to the Finance Parties, addressed to the Facility Agent for and on behalf of the Finance Parties, substantially in the form distributed to the Original Senior Lenders prior to signing this Agreement in respect of the legality, validity and enforceability of the Finance Documents.

2.2 A legal opinion of Cliffe Dekker Hofmeyr, legal advisers to the Obligors in South Africa, addressed to the Facility Agent for and on behalf of the Finance Parties, substantially in the form distributed to the Original Senior Lenders prior to signing this Agreement, in respect of the capacity, powers and authority of those members of the Group incorporated in South Africa which are party to the Finance Documents, to enter into and perform their obligations under the Finance Documents and the due execution of those documents.

2.3 A legal opinion of DLA Piper, legal advisers to the Finance Parties in the US, addressed to the Facility Agent for and on behalf of the Finance Parties, substantially in the form distributed to the Original Senior Lenders prior to signing this Agreement, in respect of the capacity, powers and authority of those members of the Group incorporated in the US which are party to the Finance Documents, to enter into and perform their obligations under the Finance Documents and the due execution of those documents.

2.4 A legal opinion of Bowman Gilfillan, legal advisers to Cell C, addressed to the Facility Agent for and on behalf of the Finance Parties, substantially in the form distributed to the Original Senior Lenders prior to signing this Agreement, in respect of the validity of the allotment and issue of the Cell C Shares to the Borrower.

Finance Documents

3.1 An original of each of the following Finance Documents duly entered into by each Party to it:

3.1.1 this Agreement;

3.1.2 the Senior Facility A Agreement;

3.1.3 the Senior Facility B Agreement;

3.1.4 the Senior Facility C Agreement;

3.1.5 the Subordination Agreement;

3.1.6 the Master Implementation and Funds Flow Agreement;

3.1.7 the Security Cession & Pledge;

3.1.8 the Fee Letters; and

3.1.9 any other executed Finance Documents.

3.2 The following documents of title in relation to the shares and other securities that are subject to Transaction Security:

3.2.1 the original share certificates (or applicable certificates of title in respect of other securities);

3.2.2 an original securities transfer form duly executed by the Borrower (undated and left blank as to the transferee);

3.2.3 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;

3.2.4 a duly executed waiver of pre-emptive or similar rights by the shareholders of DNI,

and all other documents of title required to be provided under any Security Documents.

3.3 A copy of all notices required to be sent, acknowledgements required to be delivered and other documents required to be executed under the Security Documents, duly executed by the persons party thereto.

Subscription Agreement

A copy of the Subscription Agreement.

Credit Approval

The approval of the credit committee of each Original Lender of the grant of the Facilities to the Borrower under the Finance Documents.

Regulatory authorisations

All regulatory approvals required for the implementation of the transactions contemplated by the Finance Documents (including to the extent that any such approval is required to establish any Security under the Security Documents).

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.

Financial information

A copy of the Original Financial Statements.

Other documents and evidence

9.1 A copy of the Group Structure Chart.

9.2 A certificate from an authorised signatory of the Borrower confirming that:

9.2.1 no term of any Transaction Document (as defined in the Master Implementation and Funds Flow Agreement) to which it is a party has been waived or amended without the written agreement of the Facility Agent;

9.2.2 where the Borrower is party to a Transaction Document (as defined in the Master Implementation and Funds Flow Agreement), that document is unconditional, and where any suspensive condition thereto has been waived, such waiver is in compliance with paragraph 9.2.1 and where the Borrower is not a party to a Transaction Document (as defined in the Master Implementation and Funds Flow Agreement), the CP Satisfaction Letter (as defined in the Master Implementation and Funds Flow Agreement) relating to that document has been delivered as contemplated in clause 2.1 of the Master Implementation and Funds Flow Agreement; and

9.2.3 neither Holdco nor any other Obligor is entitled to terminate any Transaction Document (as defined in the Master Implementation and Funds Flow Agreement) to which it is a party or to refuse to complete the Transaction (as defined in the Master Implementation and Funds Flow Agreement).

9.3 Evidence that an amount of not less than R1,250,000,000 is standing to the credit of the Net1 Funds Flow Account (as defined in the Master Implementation and Funds Flow Agreement).

9.4 Evidence that the Borrower has acquired the DNI Shares.

9.5 A copy of any other authorisation or other document, opinion or assurance which the Facility Agent considers to be necessary (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.

An Accession Letter, duly executed by the Additional Guarantor and the Borrower.
A copy of the constitutional documents of the Additional Guarantor.
A copy of a resolution of the board of directors of the Additional Guarantor:

3.1 approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession Letter;

3.2 in the case of an Additional Guarantor, authorising it, for all purposes required under sections 45 and 46 of the Companies Act, 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 (or, in the case of any Additional Guarantor incorporated in a jurisdiction other than South Africa, any equivalent authorisations required under the laws of such jurisdiction);

3.3 authorising a specified person or persons to execute the Accession Letter on its behalf; and

3.4 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.

A copy of a special resolution duly passed by the holders of the issued shares of an Additional Guarantor authorising it, for all purposes required under section 45 of the Companies Act, to provide the "financial assistance" that may arise as a result of its entry into the Finance Documents to which it is a party (or in the case of any Additional Guarantor incorporated in a jurisdiction other than South Africa, any equivalent authorisations required under the laws of such jurisdiction).
To the extent required with reference to the constitutional documents of an Additional Guarantor, a copy of a resolution duly passed by the holders of the issued shares of that Additional Guarantor, approving the terms of, and the transactions contemplated by, the Finance Documents to which that Additional Guarantor is a party.
A specimen of the signature of each person authorised by the resolution referred to in paragraph 3.
A certificate of the Additional Guarantor (signed by a director) confirming that borrowing and/or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded.
A certificate of an authorised signatory of the Additional Guarantor certifying that each copy document listed in this Part II of Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Letter.
If such Additional Guarantor is a US Guarantor, a certificate as to the existence and good standing (including verification of tax status, if generally available) of such US Guarantor from the appropriate governmental authorities in such US Guarantor's jurisdiction of organisation, in form and substance satisfactory to the Facility Agent and its counsel.
If such Additional Guarantor is a US Guarantor, a solvency certificate signed by the chief financial officer or chief accounting officer of such Obligor in form and substance satisfactory to the Facility Agent and its counsel.
If available, the latest audited financial statements of the Additional Guarantor.
All necessary regulatory approvals to the satisfaction of the Facility Agent required for the accession of the Additional Guarantor.
A legal opinion of Webber Wentzel, legal advisers to the Finance Parties and the Facility Agent in South Africa.
A legal opinion of [●], legal advisers to the Obligors in South Africa.
In relation to any Additional Guarantor incorporated in a jurisdiction other than South Africa, a legal opinion from legal counsel in that jurisdiction acceptable to the Facility Agreement.
If the Additional Guarantor is incorporated in a jurisdiction other than South Africa, a legal opinion of the legal advisers to the Finance Parties in the jurisdiction in which the Additional Guarantor is incorporated.
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.

SCHEDULE 3

FORM OF TRANSFER CERTIFICATE

To: [Facility Agent], as Facility Agent [⬤] [⬤]

From: [The Existing Lender] (the Existing Lender) and [the New Lender] (the New Lender)

[⬤], 201[⬤]

Dear Sirs,

LESAKA TECHNOLOGIES PROPRIETARY LIMITED (FORMERLY KNOWN AS NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY LIMITED) Common Terms Agreement, dated [⬤], 2017 **(**the Agreement)

We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.
We refer to Clause 24.4 (Procedure for transfer).
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 24.4 (Procedure for transfer).
The proposed Transfer Date is [⬤].
The address of the New Lender, fax number and attention details for notices of the New Lender for the purposes of Clause 34.2 (Addresses) are set out in the Schedule.
On and with effect from the Transfer Date the New Lender:

6.1 becomes party to the Agreement as a [Senior Facility E Lender]/[Senior Facility G Lender]/[Senior Facility H Lender];

6.2 becomes party to the Intercreditor Agreement;

6.3 undertakes to perform all the obligations expressed in the Agreement, the Intercreditor Agreement and other applicable Finance Documents to be assumed by a Lender; and

6.4 agrees that it shall be bound by all the provisions of the Agreement, the Intercreditor Agreement and other applicable Finance Documents as if it had been an original party to those Finance Documents as a Lender.

The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in Clause 24.3 (Limitation of responsibility of Existing Lenders).
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.
This Transfer Certificate and any non-contractual obligations arising out of or in connection with it are governed by South African law.
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:

As Facility Agent and for and on behalf of each of the parties to the Agreement (other than the Existing Lender and the New Lender) [and each of the parties to the Intercreditor 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 security in all cases. 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 security and, if so, to arrange for execution of those documents and completion of those formalities.

THE SCHEDULE

Commitment/rights and obligations to be transferred

[insert relevant details, including applicable Commitment (or part) and participation in Loans]

Part 1 Commitments

Senior Facility E Commitment	Senior Facility G Commitment	Senior Facility H Commitment
[⬤]	[⬤]	[⬤]

Part 2 Participations In Loans

Senior Facility E Loans	Senior Facility G Loans	Senior Facility H Loans
[⬤]	[⬤]	[⬤]

Part 3 Administrative Details of the New Lender

[Insert details of address for notices and payment details, etc]

This Transfer Certificate is accepted by the Facility Agent and the Transfer Date is confirmed as [⬤].

[Facility Agent]

By:

SCHEDULE 4

FORM OF ACCESION LETTER

PART I : ADDITIONAL GUARANTORS

To: [Facility Agent], as Facility Agent [⬤] [⬤]

From: LESAKA TECHNOLOGIES PROPRIETARY LIMITED (FORMERLY KNOWN AS NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY LIMITED)

And: [SUBSIDIARY]

[⬤], 201[⬤]

Dear Sirs,

LESAKA TECHNOLOGIES PROPRIETARY LIMITED (FORMERLY KNOWN AS NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY LIMITED) Common Terms Agreement, dated [⬤], 2017 **(**the Agreement)

We refer to:

1.1 the Agreement; and

1.2 the Security Cession & Pledge (as defined in the Agreement).

This is an Accession Letter. Terms defined in the Agreement have the same meaning in this Accession Letter unless given a different meaning in this Accession Letter.
[Subsidiary] agrees, with effect from the date of this Accession Letter, to become an Additional Guarantor under the Agreement and to be bound by the terms of the Agreement as an Additional Guarantor pursuant to Clause 25.2 (Additional Guarantors) of the Agreement.
[Subsidiary] is a company duly incorporated under the laws of [name of relevant jurisdiction].
[Subsidiary's] administrative details are as follows:

Address: [⬤]

Fax No: [⬤]

Attention: [⬤]

The Repeating Representations are correct on the date of this Accession Letter.
This Accession Letter is a Finance Document.
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.
This Accession Letter and any non-contractual obligations arising out of or in connection with it are governed by South African law.

LESAKA TECHNOLOGIES PROPRIETARY LIMITED (FORMERLY KNOWN AS NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY LIMITED)	[SUBSIDIARY]
By:	By:

Accepted by the Facility Agent:

For and on behalf of:<br><br> <br>[Facility Agent]		For and on behalf of:<br><br> <br>[Facility Agent]
Name:		Name:
Office:		Office:
Date:		Date:
	(who warrants his authority)		(who warrants his authority)

SCHEDULE 5

FORM OF RESIGNATION LETTER

To: [FACILITY AGENT], as Facility Agent

[⬤]

From: [RESIGNING GUARANTOR] and LESAKA TECHNOLOGIES PROPRIETARY LIMITED (FORMERLY KNOWN AS NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY LIMITED)

[⬤], 201[⬤]

Dear Sirs,

LESAKA TECHNOLOGIES PROPRIETARY LIMITED (FORMERLY KNOWN AS NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY LIMITED) Common Terms Agreement, dated [⬤], 2017 **(**the Agreement)

We refer to the Agreement. This is a Resignation Letter. Terms defined in the Agreement have the same meaning in this Resignation Letter unless given a different meaning in this Resignation Letter.
Pursuant to clause 25.4 (Resignation of a Guarantor) of the Agreement, we request that [resigning Guarantor] be released from its obligations as a Guarantor under the Agreement.
We confirm that no Default is continuing or would result from the acceptance of this request.
This Resignation Letter and any non-contractual obligations arising out of or in connection with it are governed by South African law.
Yours faithfully,

Signed:	…..........................................	…..........................................
	Director	Director
	Lesaka Technologies Proprietary Limited (formerly known as Net1 Applied Technologies South Africa Proprietary Limited)	[Resigning Guarantor]

Accepted by the Facility Agent:

For and on behalf of:<br><br> <br>[Facility Agent]		For and on behalf of:<br><br> <br>[Facility Agent]
Name:		Name:
Office:		Office:
Date:		Date:
	(who warrants his authority)		(who warrants his authority)

SCHEDULE 6

FORM OF COMPLIANCE CERTIFICATE

To: [Facility Agent], as Facility Agent

[⬤]

From: LESAKA TECHNOLOGIES PROPRIETARY LIMITED (FORMERLY KNOWN AS NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY LIMITED)

[⬤], 201[⬤]

Dear Sirs,

LESAKA TECHNOLOGIES PROPRIETARY LIMITED (FORMERLY KNOWN AS NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY LIMITED) Common Terms Agreement, dated [⬤], 2017 **(**the Agreement)

We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.
We confirm that as at [relevant testing date] the following financial ratios referred to in Clause 21 (Financial Covenants) were at the levels set out below:

****	Financial Covenant Ratio	As Calculated	Covenant Level	Compliance<br>[Y / N]
1.	Asset Cover Ratio	[⬤]	[⬤]	[⬤]

We set out below calculations establishing the figures in paragraph 2 above:

[⬤]

We confirm that the following companies were Material Subsidiaries at [relevant testing date]:

[⬤]

We confirm that the [financial statements]/[management accounts] which this compliance certificate accompanies fairly represents the financial condition of the Group as at the date as to which those [financial statements]/[management accounts] were drawn up.
We confirm that no Trigger Event has occurred.
[We confirm that no Default is continuing as at [relevant testing date].]^1^

Yours faithfully,

_____________________________

^1^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.

Signed:	…..........................................	…..........................................
	Director	Director
	Lesaka Technologies Proprietary Limited (formerly known as Net1 Applied Technologies South Africa Proprietary Limited)	Lesaka Technologies Proprietary Limited (formerly known as Net1 Applied Technologies South Africa Proprietary Limited)

SCHEDULE 7

FORM OF AUDITORS CERTIFICATION

[TO BE PLACED ON AUDITOR'S LETTERHEAD]

To: [Facility Agent], as Facility Agent

[⬤]

From: [The Auditors of Lesaka Technologies Proprietary Limited (formerly known as Net1 Applied Technologies South Africa Proprietary Limited]

[⬤], 201[⬤]

Dear Sirs,

LESAKA TECHNOLOGIES PROPRIETARY LIMITED (FORMERLY KNOWN AS NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY LIMITED) Compliance Certificate in relation to the Common Terms Agreement, dated [⬤], 2017 **(**the Agreement)

We refer to:

1.1 the Agreement; and

1.2 the Compliance Certificate (as defined in the Agreement) delivered by Lesaka Technologies Proprietary Limited (formerly known as Net1 Applied Technologies South Africa Proprietary Limited) to the Facility Agent on [⬤], 201[⬤] (the [⬤], 201[⬤] Certificate).

We have performed the procedures required by you in the review of the Compliance Certificate delivered by Lesaka Technologies Proprietary Limited (formerly known as Net1 Applied Technologies South Africa Proprietary Limited) to the Facility Agent on [⬤], 201[⬤]. Our engagement was undertaken in accordance with the International Standard on Related Services applicable to agreed-upon procedures engagements. The procedures below were performed solely to report to you in terms of the Agreement. We have performed the following procedures:

2.1 We have obtained the [financial statements]/[management accounts] for the relevant Measurement Period of the [⬤], 201[⬤] Certificate

2.2 We have extracted the accounting policies in relation to the [financial statements] / [management accounts] and scrutinised the [financial statements] / [management accounts] for any indications of deviations from the relevant accounting policies.

2.3 We obtained the detailed calculations in relation to the Financial Covenants (as defined in the Agreement) and compared these to what is set out in Clause 3 of the [⬤], 201[⬤] Certificate, as well as agree with the results to those calculations set out in Clause 2 of the [⬤], 201[⬤] Certificate.

2.4 We agree that the Group revenue amounts in Clause 7 of the [⬤], 201[⬤] Certificate are consistent with the [financial statements]/[management accounts] and with the Agreement, as well as agree with the results of the calculations set out in Clause 7.5 of the [⬤], 201[⬤] Certificate.

2.5 We agree that the amounts detailed in the above calculations are consistent with the [financial statements] / [management accounts].

2.6 We have checked the mathematical accuracy of all calculations set out in the [⬤], 201[⬤] Certificate.

2.7 We have scrutinised the [financial statements]/[management accounts] for any amounts or transactions that should, in our opinion, be included in the above calculations but has not been.

Because the above procedure does not constitute either an audit or a review made in accordance with statements of International Auditing Standards, we do not express any assurance thereon. Had we performed additional procedures or had we performed an audit or review of the financial statements in accordance with International Auditing Standards, other matters might have come to our attention that would have been reported to you. Our report is solely for the purpose set out in paragraphs 1 and 2 of the report and for your information, and is not to be used for any other purpose, nor to be distributed to any other parties. This report relates only to the matters specified above, and does not extend to any financial statements of the entity taken as a whole.
Yours faithfully,

…..........................................

[The Auditors of Lesaka Technologies Proprietary Limited (formerly known as Net1 Applied Technologies South Africa Proprietary Limited)]

Accepted by the Facility Agent:

For and on behalf of:<br><br> <br>[Facility Agent]		For and on behalf of:<br><br> <br>[Facility Agent]
Name:		Name:
Office:		Office:
Date:		Date:
	(who warrants his authority)		(who warrants his authority)

SCHEDULE 8

ACCEPTABLE LENDERS

Local Banks

FirstRand Bank Limited

Investec Bank Limited

Nedbank Limited

The Standard Bank of South Africa Limited

Affiliates

Any affiliates, Subsidiaries or Holding Companies of, or any bona fide and established trust or 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 managed by any of the banks listed in this schedule that are not hedge funds.

SCHEDULE 9

FORM OF CONFIDENTIALITY UNDERTAKING

To: [Insert name of Potential Purchaser/Purchaser's agent/broker]

[⬤]

[⬤], 201[⬤]

Dear Sirs,

LESAKA TECHNOLOGIES PROPRIETARY LIMITED (FORMERLY KNOWN AS NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY LIMITED) Common Terms Agreement, dated [⬤], 2017 **(**the Agreement)

We understand that you are considering [acquiring]^2^ [arranging the acquisition of]^3^ an interest in the Facilities (the Acquisition). In consideration of us agreeing to make available to you certain information, by your signature of a copy of this letter you agree as follows:

CONFIDENTIALITY UNDERTAKING

You undertake (a) to keep the Confidential Information confidential and not to disclose it to anyone except as provided for by paragraph 2 and to ensure that the Confidential Information is protected with security measures and a degree of care that would apply to your own confidential information, (b) to use the Confidential Information only for the Permitted Purpose, (c) to use all reasonable endeavours to ensure that any person to whom you pass any Confidential Information (unless disclosed under paragraph [2.2 or] 2.3) acknowledges and complies with the provisions of this letter as if that person were also a party to it, and (d) not to make enquiries of any member of the Group or any of their officers, directors, employees or professional advisers relating directly or indirectly to the Acquisition.

PERMITTED DISCLOSURE

We agree that you may disclose Confidential Information:

2.1 to members of the Purchaser Group and their officers, directors, employees and professional advisers to the extent necessary for the Permitted Purpose and to any auditors of members of the Purchaser Group;

2.2 [subject to the requirements of the Agreement, in accordance with the Permitted Purpose so long as any prospective purchaser has delivered a letter to you in equivalent form to this letter;]

2.3 subject to the requirements of the Agreement, to any person to (or through) whom you assign or transfer (or may potentially assign or transfer) all or any of the rights, benefits and obligations which you may acquire under the Agreement or with (or through) whom you enter into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made by reference to, the Agreement or the Borrower or any member of the Group so long as that person has delivered a letter to you in equivalent form to this letter; and

^_____________________________^^2^Delete if addressee is acting as broker or agent. ^3^ Delete if addressee is acting as principal.

2.4 (i) where requested or required by any court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body, (ii) where required by the rules of any stock exchange on which the shares or other securities of any member of the Purchaser Group are listed or (iii) where required by the laws or regulations of any country with jurisdiction over the affairs of any member of the Purchaser Group.

NOTIFICATION OF REQUIRED OR UNAUTHORISED DISCLOSURE

You agree (to the extent permitted by law) to inform us of the full circumstances of any disclosure under paragraph 2.4 or upon becoming aware that Confidential Information has been disclosed in breach of this letter.

RETURN OF COPIES

If we so requested in writing, you shall return all Confidential Information supplied to you by us and destroy or permanently erase all copies of Confidential Information made by you and use all reasonable endeavours to ensure that anyone to whom you have supplied any Confidential Information destroys or permanently erases such Confidential Information and any copies made by them, in each case save to the extent that you or the recipients are required to retain any such Confidential Information by any applicable law, rule or regulation or by any competent judicial, governmental, supervisory or regulatory body or in accordance with internal policy, or where the Confidential Information has been disclosed under paragraph 2 above.

CONTINUING OBLIGATIONS

The obligations in this letter are continuing and, in particular, shall survive the termination of any discussions or negotiations between you and us. Notwithstanding the previous sentence, the obligations in this letter shall cease (a) if you become a party to or otherwise acquire (by assignment or sub-participation) an interest, direct or indirect, in the Agreement or (b) 12 (twelve) months after you have returned all Confidential Information supplied to you by us and destroyed or permanently erased all copies of Confidential Information made by you (other than any such Confidential Information or copies which have been disclosed under paragraph 2 above (other than sub-paragraph 2.4 above) or which, pursuant to paragraph 4 above, are not required to be returned or destroyed).

NO REPRESENTATION, CONSEQUENCES OF BREACH, ETC

You acknowledge and agree that:

6.1 neither we [nor our principal]^4^ nor any member of the Group nor any of our or their respective officers, employees or advisers (each a Relevant Person) (i) make any representation or warranty, express or implied, as to, or assume any responsibility for the accuracy, reliability or completeness of any of the Confidential Information or any other information supplied by us or the assumptions on which it is based or (ii) shall be under any obligation to update or correct any inaccuracy in the Confidential Information or any other information supplied by us or be otherwise liable to you or any other person in respect to the Confidential Information or any such information; and

6.2 we [or our principal]^5^ or members of the Group may be irreparably harmed by the breach of the terms hereof and damages may not be an adequate remedy; each Relevant Person may be granted an injunction or specific performance for any threatened or actual breach of the provisions of this letter by you.

^_____________________________^^4^ Delete if letter is sent out by the Seller rather than the Seller's broker or agent. ^5^ Delete if letter is sent out by the Seller rather than the Seller's broker or agent.

SOLE AGREEMENT, NO IMPLIED TERMS, NO VARIATION, EXTENSIONS AND WAIVERS

7.1 This letter constitutes the sole record of the agreement between us and you (each, a Party, and collectively the Parties) in regard to the subject matter hereof.

7.2 No Party shall be bound by any express or implied term, representation, warranty, promise or the like, not recorded in this letter.

7.3 No addition to, variation or consensual cancellation of this letter and no extension of time, waiver or relaxation or suspension of any of the provisions or terms hereof shall be of any force or effect unless in writing and signed by or on behalf of all the Parties.

7.4 No latitude, extension of time or other indulgence which may be given or allowed by any Party to any other Party in respect of the performance of any obligation hereunder or enforcement of any right arising from this letter and no single or partial exercise of any right by any Party shall under any circumstances be construed to be an implied consent by such Party or operate as a waiver or a novation of, or otherwise affect any of that Party's rights in terms of or arising from this letter or estop such Party from enforcing, at any time and without notice, strict and punctual compliance with each and every provision or term hereof.

INSIDE INFORMATION

You acknowledge 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 relating to insider dealing and you undertake not to use any Confidential Information for any unlawful purpose.

NATURE OF UNDERTAKINGS

The undertakings given by you under this letter are given to us and (without implying any fiduciary obligations on our part) are also given by the benefit of [our principal]^6^ the Borrower and each other member of the Group.

GOVERNING LAW AND JURISDICTION

This letter (including the agreement constituted by your acknowledgment of its terms) shall be governed by and construed in accordance with the laws of South Africa and the parties submit 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 this letter.

DEFINITIONS

In this letter, terms defined in the Agreement shall, unless the context otherwise requires, have the same meaning and the words and expressions set forth below shall bear the following meanings and cognate expressions shall bear corresponding meanings:

Borrower shall bear the meaning defined in the Agreement;

Confidential Information means any information relating to the Borrower, the Group, the Agreement and/or the Acquisition provided to you by us or any of our affiliates or 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 information that (a) is or becomes public knowledge other than as a direct or indirect result of any breach of this letter or (b) is known by you before the date the information is disclosed to you by us or any of our affiliates or advisers or is lawfully obtained by you thereafter, other than from a source which is connected with the Group and which, in either case, as far as you are aware, has not been obtained in violation of, and is not otherwise subject to, any obligation of confidentiality;

^_____________________________^^6^ Delete if letter is sent out by the Seller rather than the Seller's broker or agent.

Group shall bear the meaning defined in the Agreement;

Permitted Purpose means [subject to the terms of this letter, passing on information to a prospective purchaser for the purpose of]^7^ considering and evaluating whether to enter into the Acquisition; and

Purchaser Group means you, and each of your affiliates.

Please acknowledge your agreement to the above by signing and returning the enclosed copy.

Yours faithfully

^_____________________________7^Delete if addressee is acting as principal.

SCHEDULE 10

DISCLOSURE SCHEDULE

SCHEDULE 11

DORMANT SUBSIDIARIES

****	Name of Dormant Subsidiary	Jurisdiction ofIncorporation	Registration number<br>(or equivalent, if any)
1.	Cash Paymaster Services (Kwa-Zulu Natal) Proprietary Limited	South Africa	1997/013382/07
2.	Cash Paymaster Services (Northern) Proprietary Limited	South Africa	1996/017600/07
3.	Cash Paymaster Services (Northwest) Proprietary Limited	South Africa	1996/011197/07
4.	SmartSwitch Eswatini Investments (Proprietary) Ltd	Eswatini	R7/52203
5.	Zazoo Limited	England and Wales	9265606
6.	EasyPay Namibia (Proprietary) Ltd	Namibia	2016/0729
7.	Net1 Universal Electronic Technological Solutions	South Africa	2009/001034/07

SUBSIDIARIES TO BE DEREGISTERED WITHIN 12 MONTHS OF FOURTH AMENDMENT AND RESTATEMENT DATE

****	Name of Subsidiary	Jurisdiction ofIncorporation	Registration number<br>(or equivalent, if any)
1.	Transact 24 Limited	Hong Kong	1075505
2.	Transact 24 (UK) Limited	England and Wales	5987300
3.	Transact24 LLC	United States of America	90-0825507
4.	Masterpayment GmbH	Germany	HRB 109358
5.	Summit Payment Services AG	Germany	FL-0002.474.340-3
6.	Netpay Solutions Pvt Ltd	India	CIN U72300MH2012PTC230599

IMMATERIAL SUBSIDIARIES

****	Name of Subsidiary	Jurisdiction of Incorporation	Registration number<br>(or equivalent, if any)
1.	Prism Transactive (M) Sedirian Berhad	Malaysia	517047-U
2.	NUEP Holdings S.a.r.l.	Luxembourg	B 98 146

SCHEDULE 4

AMENDED AND RESTATED SENIOR FACILITY G AGREEMENT

EXECUTION

SENIOR FACILITY G AGREEMENT

ORIGINALLY DATED 24 JANUARY, 2022 AS AMENDED AND RESTATED ON ___ MARCH, 2023

SENIOR TERM LOAN AND REVOLVING CREDIT FACILITY

for

LESAKA TECHNOLOGIES PROPRIETARY LIMITED (FORMERLY KNOWN AS NET1 APPLIED TECHNOLOGIES SOUTH AFRICAPROPRIETARY 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)

This Agreement is entered into subject to the terms of a Common Terms Agreement dated on or about the date of this Agreement

CONTENTS

Clause	Page
1. Definitions and Interpretation	3
2. The Facility	6
3. Purpose	6
4. Conditions of Utilisation	6
5. Utilisation and Disbursement	6
6. Repayment	8
7. Prepayment and Cancellation	8
8. Interest	8
9. Interest Periods	9
10. Fees	10
11. Default	10
12. General	10
Schedule 1 Form of Utilisation Request	12

THIS AGREEMENT is made between:

(1) LESAKA TECHNOLOGIES PROPRIETARY LIMITED (FORMERLY KNOWN AS NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY LIMITED), **** registration number 2002/031446/07, as borrower (the Borrower);

(2) FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION) as original lender (in this capacity, the Original Senior Facility G Lender); and

(3) FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION) as agent of the Senior Facility G Lenders (the Facility Agent).

IT IS AGREED as follows:

DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

1.1.1 Applicable Margin means, in relation to any Senior Facility G Loan or Unpaid Sum:

(a) from the Fourth Amendment and Restatement Date until the date occurring nine months after the Fourth Amendment and Restatement Date, 3.00 per cent. per annum, provided that no Event of Default has occurred and is continuing;

(b) from the date occurring nine months after the Fourth Amendment and Restatement Date until 31 December, 2022:

(i) while the Senior Facility G Outstandings are less than or equal to R250,000,000, 2.50 per cent. per annum;

(ii) while the Senior Facility G Outstandings are between R250,000,000 and R450,000,000, 3.00 per cent. per annum;

(iii) while the Senior Facility G Outstandings are equal to or greater than R450,000,000, 3.50 per cent. per annum;

(c) with effect from 1 January, 2023, for so long as the aggregate of the Senior Facility G Outstandings and Senior Facility H Outstandings are greater than R800,000,000, 5.50 per cent. per annum. Thereafter, with effect from the next Interest Payment Date after a change in threshold, for so long as the aggregate of the Senior Facility G Outstandings and Senior Facility H Outstandings:

(i) are greater than R800,000,000, 5.50 per cent. per annum;

(ii) are equal to or less than R800,000,000 but greater than R350,000,000, 4.25 per cent. per annum;

(iii) are equal to or less than R350,000,000, 2.50 per cent. per annum,

provided that no Event of Default has occurred and is continuing; and

(d) with effect from the date of occurrence of an Event of Default and for so long as it is continuing, the Applicable Margin shall be the percentage per annum set out in paragraph (a), (b) or (c) above, as applicable, plus 2.00 per cent.

1.1.2 Availability Period means:

(a) the period from and including the Fourth Amendment and Restatement Date to and including the date falling one month from the Fourth Amendment and Restatement Date; and

(b) in respect of the Revolving Credit Commitment, the period from and including the Fifth Amendment and Restatement Date until the date occurring three months before the Final Maturity Date.

1.1.3 Available Commitment means the "Available Commitment" (as defined in the Common Terms Agreement) of a Senior Facility G Lender in respect of Senior Facility G.

1.1.4 Available Facility means the aggregate, from time to time, of the Available Commitment of each Senior Facility G Lender.

1.1.5 Break Costs means the amount (if any) determined by a Senior Facility G Lender by which:

(a) the interest (excluding the Applicable Margin) which that Senior Facility G Lender should have received for the period from the date of receipt of an amount repaid or prepaid in respect of any part of its participation in a Senior Facility G Loan or Unpaid Sum to the last day of the current Interest Period for that Senior Facility G Loan or Unpaid Sum, if the principal amount of that Senior Facility G Loan or Unpaid Sum received had been paid on the last day of that Interest Period;

exceeds:

(b) the amount which that Senior Facility G Lender would be able to obtain by placing an amount equal to the principal amount of the Senior Facility G Loan 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,

and Break Gains means the amount (if any) determined by the relevant Senior Facility G Lender by which the amount of interest contemplated in paragraph (b) above exceeds that in paragraph (a) above.

1.1.6 Common Terms Agreement means the written agreement entitled "Common Terms Agreement", dated on or about 21 July, 2017 (as amended and/or reinstated from time to time), between, amongst others, the Borrower (as borrower) and the Facility Agent.

1.1.7 Final Maturity Date means 31 December, 2025.

1.1.8 Interest Payment Date means:

(a) the last day of March, June, September and December in any year; and

(b) the Final Maturity Date.

1.1.9 Interest Period means, in relation to a Senior Facility G Loan, each period determined in accordance with Clause 9 (Interest Periods).

1.1.10 Original South African Businesses means the Borrower and each of its Subsidiaries from time to time, but excluding members of the CCMS Group and members of the K2021 Group.

1.1.11 Party means a party to this Agreement.

1.1.12 Revolving Credit Commitment means a portion of the Senior Facility G Commitment equal to ZAR200,000,000 to the extent not cancelled, transferred or reduced under this Agreement.

1.1.13 Revolving Credit Facility Available Commitment means, in relation to the Facility, the Revolving Credit Commitment minus (subject as set out below):

(a) the amount of any outstanding Utilisations under the Facility made after the Fifth Amendment and Restatement Date; and

(b) in relation to any proposed Utilisation made after the Fifth Amendment and Restatement Date, the amount of any Utilisations made after the Fifth Amendment and Restatement Date that are due to be made under the Facility on or before the proposed Utilisation Date.

1.1.14 Senior Facility G or Facility means the term loan facility made available to the Borrower under this Agreement.

1.1.15 Senior Facility G Commitment means the "Senior Facility G Commitment" as defined in the Common Terms Agreement.

1.1.16 Senior Facility G Loan or Loan means a "Senior Facility G Loan" as defined in the Common Terms Agreement.

1.1.17 Senior Facility G Outstandings means "Senior Facility G Outstandings" as defined in the Common Terms Agreement.

1.1.18 Senior Facility H Outstandings means "Senior Facility H Outstandings" as defined in the Common Terms Agreement.

1.1.19 Signature Date means the date stated at the beginning of this Agreement.

1.1.20 Total Senior Facility G Commitments means "Total Senior Facility G Commitments" as defined in the Common Terms Agreement.

1.1.21 Unpaid Sum means an "Unpaid Sum" as defined in the Common Terms Agreement in respect of Senior Facility G.

1.1.22 Utilisation Request means the notice substantially in the form set out in Schedule 1 (Form of Utilisation Request).

1.2 Construction

1.2.1 Terms and expressions defined in the Common Terms Agreement, unless expressly defined in this Agreement, have the same meaning in this Agreement.

1.2.2 The provisions of clauses 1.3 (Construction) and 1.4 (Third party rights) of the Common Terms Agreement apply to this Agreement as though they were set out in full in this Agreement, except that a reference in those clauses to the Common Terms Agreement are to be construed as references to this Agreement.

1.2.3 This Agreement and the rights and obligations of the Parties hereunder shall in all respects be subject to the terms and conditions of the Common Terms Agreement, which shall apply mutatis mutandis to this Agreement and be incorporated herein by reference. If there is any conflict between this Agreement and the Common Terms Agreement, this Agreement shall prevail.

THE FACILITY

2.1 Senior Facility G

Subject to the terms of this Agreement and the Common Terms Agreement, the Senior Facility G Lenders make available to the Borrower a Rand-denominated term loan and revolving credit facility in an aggregate amount equal to the Total Senior Facility G Commitments.

2.2 Designation

This Agreement is a Senior Facility Agreement and the Senior Facility G Agreement, each as defined in the Common Terms Agreement.

PURPOSE

3.1 The Borrower shall apply all amounts borrowed by it under Senior Facility G only in or towards the purpose set out in clause 3.1.2 (Purpose) of the Common Terms Agreement, and for no other purpose whatsoever.

3.2 No Finance Party is bound to monitor or verify the utilisation of Senior Facility G or will be responsible for, or for the consequences of, such a utilisation.

CONDITIONS OF UTILISATION

4.1 Conditions precedent

The Borrower may not deliver a Utilisation Request to the Facility Agent under Senior Facility G (and no Senior Facility G Lender shall have any obligation to advance any Senior Facility G Loan or to provide any other form of credit or financial accommodation under this Agreement to any person) unless the Facility Agent has issued the notice contemplated by clause 4.1 (Initial conditions precedent) of the Common Terms Agreement.

4.2 Further conditions precedent

Subject to the Common Terms Agreement and this Agreement, a Senior Facility G Lender will only be obliged to participate in a Senior Facility G Loan if the requirements of clause 4.2 (Further conditions precedent) of the Common Terms Agreement have been met.

4.3 Maximum number of Loans

The Borrower may not deliver a Utilisation Request under Senior Facility G if as a result of the proposed Utilisation more than four Senior Facility G Loans would be outstanding.

UTILISATION AND DISBURSEMENT

5.1 Delivery of a Utilisation Request

5.1.1 The Borrower may utilise Senior Facility G during the Availability Period by delivery to the Facility Agent of a duly completed Utilisation Request.

5.1.2 Unless the Facility Agent otherwise agrees, the latest time for receipt by the Facility Agent of a Utilisation Request is 17h00 two Business Days before the proposed Utilisation Date or such shorter period as the Facility Agent agrees in writing.

5.1.3 A Utilisation Request is irrevocable.

5.1.4 Only one Utilisation Request may be delivered in any calendar month.

5.2 Completion of a Utilisation Request

5.2.1 A Utilisation Request will not be regarded as having been duly completed unless:

(a) the proposed Utilisation Date is a Business Day within the Availability Period;

(b) the currency and amount of the Utilisation comply with Clause 5.3 below; and

(c) it specifies a bank account in South Africa to which the Borrower requires the proceeds of the Senior Facility G Loan to be credited.

5.2.2 Only one Senior Facility G Loan may be requested in a Utilisation Request.

5.3 Currency and amount

5.3.1 The currency specified in a Utilisation Request must be Rand.

5.3.2 Until the Fifth Amendment and Restatement Date, the amount of the proposed Senior Facility G Loan is for the full amount of the Senior Facility G Available Commitments of the relevant Senior Facility G Lender or such lesser amount as the Facility Agent may agree.

5.3.3 From the Fifth Amendment and Restatement Date, the amount of the proposed Senior Facility G Loan is not more than the Revolving Credit Facility Available Commitment and which is a minimum of ZAR5,000,000 or, if less, the Available Facility and in integrals of ZAR1,000,000.

5.4 Disbursement

5.4.1 If the conditions set out in this Agreement and the Common Terms Agreement have been met, each Senior Facility G Lender must advance and lend to the Borrower, who shall borrow from each such Lender, that Lender's participation in the Senior Facility G Loan on the Utilisation Date. A Senior Facility G Lender must make its participation in the Senior Facility G Loan available to the Facility Agent by no later than 11h00 on the applicable Utilisation Date for disbursement to the Borrower.

5.4.2 The amount of each Senior Facility G Lender's participation in the Senior Facility G Loan will be equal to the proportion borne by its Available Commitment (if any) to the Available Facility immediately prior to making the Loan.

5.4.3 No Senior Facility G Lender is obliged to participate in a Senior Facility G Loan if, as a result:

(a) its share in the outstanding Senior Facility G Loan would exceed its Available Commitment; or

(b) the outstanding Senior Facility G Loan would exceed the Available Facility.

5.5 Automatic cancellation of Commitments

The Senior Facility G Commitments which, at that time, are unutilised, and in respect of which no Utilisation Request has been delivered, shall be immediately cancelled at 10h00 on the last day of the Availability Period.

5.6 Deemed Utilisation in respect of the Revolving Credit Commitment

On the Fifth Amendment and Restatement Date, the Borrower shall be deemed to have utilised the Revolving Credit Commitment in full.

REPAYMENT

6.1 The Borrower shall repay the Senior Facility G Loan in full on the Final Maturity Date (subject to Clauses 7 (Prepayment and Cancellation) and 10 (Default)).

6.2 Any amount which remains outstanding under Senior Facility G on the Final Maturity Date shall be repaid in full on that date.

PREPAYMENT AND CANCELLATION

7.1 Voluntary cancellation

7.1.1 The Borrower may cancel the unutilised and undrawn amount of the Senior Facility G Commitments in accordance with the requirements (and subject to the terms) of clause 7 (Prepayment and Cancellation) of the Common Terms Agreement.

7.1.2 No amount of the Senior Facility G Commitments cancelled pursuant to this Clause may be reinstated.

7.2 Voluntary prepayment

7.2.1 The Borrower may make voluntary prepayments in respect of the Senior Facility G Loan made to it, in whole or in part, in accordance with the requirements (and subject to the terms) of clause 7 (Prepayment and Cancellation) of the Common Terms Agreement.

7.3 Re-borrowing and reinstatement

7.3.1 Any voluntary prepayment of a Senior Facility G Loan under Clause 7.2 may be re-borrowed on the terms of this Agreement up to the Revolving Credit Facility Available Commitment. Any other repayment or prepayment of a Senior Facility G Loan may not be re-borrowed.

7.3.2 No amount of a Commitment cancelled under this Agreement may be subsequently reinstated.

7.4 Mandatory prepayment and prepayment offers

The Borrower shall be obliged to make mandatory prepayments and/or offers to make prepayments (as applicable) in respect of the Senior Facility G Loan made to it to the Senior Facility G Lenders in accordance with the requirements (and subject to the terms) of clauses 7 (Prepayment and Cancellation) and 8 (Prepayment Offers and Priorities) of the Common Terms Agreement.

INTEREST

8.1 Calculation of interest

The rate of interest on each Senior Facility G Loan (and any Unpaid Sum) for each Interest Period is the percentage rate per annum which is the aggregate of:

8.1.1 the Applicable Margin; and

8.1.2 the Base Rate.

8.2 Payment of interest

8.2.1 The Borrower shall pay all accrued interest on the Senior Facility H Loan made to it on each Interest Payment Date, in accordance with the requirements of clause 31 (Payment Mechanics) of the Common Terms Agreement.

8.2.2 Notwithstanding Clause 8.2.1, the Borrower may, by notice to the Facility Agent delivered not less than 10 Business Days' prior to an Interest Payment Date, elect that any accrued interest on a Senior Facility G Loan for the relevant Interest Period which ends on that Interest Payment Date, be capitalised to the Senior Facility G Outstandings on that Interest Payment Date, provided that the Senior Facility G Outstandings plus any capitalised interest in respect of Senior Facility G shall not exceed 120 per cent. of the Senior Facility G Commitment on that Interest Payment Date. If the Senior Facility G Outstandings would exceed the Senior Facility G Commitment on that Interest Payment Date that portion of the accrued interest which would cause the Senior Facility G Outstandings to exceed 120 per cent. of the Senior Facility G Commitment shall be paid on that Interest Payment Date.

8.3 Interest on overdue amounts

8.3.1 Any interest accruing on an Unpaid Sum shall be immediately payable by the Borrower on demand by the Facility Agent.

8.3.2 Default interest (if unpaid) arising on any Unpaid Sum will be compounded with that Unpaid Sum on the last day of each calendar month, but will remain immediately due and payable.

8.4 Notification of rates of interest

Without prejudice to the obligation of the Borrower to pay interest calculated at any applicable rate under this Clause 8, the Facility Agent shall notify the Senior Facility G Lenders and the Borrower, as soon as reasonably practicable:

8.4.1 of the determination of a rate of interest under this Agreement;

8.4.2 when interest commences to accrue at the rate calculated by reference to the Applicable Margin specified in Clause 1.1.1(d) (Definitions).

INTEREST PERIODS

9.1 Duration

Each Senior Facility G Loan has successive Interest Periods:

9.1.1 commencing on (and including) the Utilisation Date (in respect of the first Interest Period for that Senior Facility G Loan) or commencing on (and including) an Interest Payment Date; and

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

9.2 Interest Periods for Unpaid Sums

Interest accruing on an Unpaid Sum shall be calculated as if that Unpaid Sum, during the period of non-payment, constituted a Loan under Senior Facility G for successive Interest Periods, each of a duration selected by the Facility Agent (acting reasonably). For this purpose, the Facility Agent (acting reasonably) may:

9.2.1 select successive Interest Periods of any duration of up to three months; and

9.2.2 determine the appropriate Quotation Day for that Interest Period.

If any Unpaid Sum consists of all or part of the Senior Facility G Loan which became due on a day which was not the last day of an Interest Period relating to that Senior Facility G Loan, the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the current Interest Period relating to the Senior Facility G Loan.

9.3 No overrunning the Final Maturity Date

If an Interest Period for a Senior Facility G Loan would otherwise extend beyond the Final Maturity Date, it will be shortened so that it ends on the Final Maturity Date. This Clause does not apply to Interest Periods selected under Clause 9.2 above in respect of Unpaid Sums which remain outstanding on the Final Maturity Date.

9.4 Non-Business Days

If an Interest Payment Date would otherwise occur on a day which is not a Business Day, that Interest Payment Date will instead be the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

9.5 Consolidation of Loans

If, on an Interest Payment Date, there is more than one Loan outstanding, then on such Interest Payment Date such Loans shall be consolidated and treated as a single Loan.

FEES

10.1 Non-refundable Deal Origination Fee

The Borrower shall pay to the Senior Facility G Lender a non-refundable deal origination fee in the amount and at the times agreed in a Fee Letter.

10.2 Commitment Fee

10.2.1 The Borrower must pay to the Senior Facility G Lender a commitment fee computed at the rate of 35 per cent. per annum of the Applicable Margin on the Revolving Credit Facility Available Commitment for the Availability Period (the Commitment Fee).

10.2.2 The Commitment Fee is payable on the last Business Day of each quarter during the Availability Period, the last day of the Availability Period, and, if cancelled in full, on the cancelled amount of the Commitment at the time the cancellation is effective (each a Commitment Fee Payment Date).

10.2.3 The Commitment Fee will be capitalised to the Senior Facility G Outstandings on each Commitment Fee Payment Date.

DEFAULT

If an Event of Default occurs, and for so long as it is continuing, the Facility Agent may enforce any of the rights and remedies provided for in clause 23.15 (Acceleration) of the Common Terms Agreement.

GENERAL

12.1 Notices and domicilium

All documents in legal proceedings and notices in connection with this Agreement shall be served in accordance with clause 34 (Notices) of the Common Terms Agreement, which clause is incorporated by reference in this Agreement as if repeated in this Agreement in full (except that references in that clause to the Common Terms Agreement are to be construed as references to this Agreement).

12.2 Incorporation of by reference

The provisions clauses 18 (Costs and Expenses), 35 (Amendments and Waivers), 37 (General Provisions) and 41 (Waiver of Immunity) of the Common Terms Agreement apply to this Agreement as though they were set out in full in this Agreement (except that references in those clauses to the Common Terms Agreement are to be construed as references to this Agreement).

12.3 Governing Law

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by South African law.

12.4 Jurisdiction

12.4.1 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 this Agreement (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).

12.4.2 The Parties agree that the High Court of South Africa is the most appropriate and convenient court to settle disputes. The Parties agree not to argue to the contrary and waive objection to this court on the grounds of inconvenient forum or otherwise in relation to proceedings in connection with this Agreement.

12.4.3 This Clause 12.4 is for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedings relating to a dispute in any other court with jurisdiction. To the extent allowed by law, a Finance Party may take concurrent proceedings in any number of jurisdictions.

12.5 Counterparts

This Agreement 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 Agreement.

THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.

SCHEDULE 1

FORM OF UTILISATION REQUEST

To: [●] (as Facility Agent)

From: LESAKA TECHNOLOGIES PROPRIETARY LIMITED (FORMERLY KNOWN AS NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY LIMITED

[⬤], [⬤]

Dear Sirs,

LESAKA TECHNOLOGIES PROPRIETARY LIMITED (FORMERLY KNOWN AS NET1 APPLIED TECHNOLOGIES SOUTH AFRICAPROPRIETARY LIMITED) Senior Facility G Agreement, dated [●], 2022 **(**the Agreement)

We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.
We wish to borrow a Senior Facility G Loan on the following terms:

Proposed Utilisation Date:	[●] (or, if that is not a Business Day, the next Business Day)
Amount:	R[●] or, if less, the Available Facility

The proceeds of this Loan must be credited to [account].
We confirm that each condition specified in Clause 4.2 (Further conditions precedent) of the Agreement is satisfied on the date of this Utilisation Request.
This Utilisation Request is irrevocable.

Yours faithfully,

…………………………………

authorised signatory for

LESAKA TECHNOLOGIES PROPRIETARY LIMITED (FORMERLY KNOWN AS NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY LIMITED)

SCHEDULE 5

AMENDED AND RESTATED SENIOR FACILITY H AGREEMENT

EXECUTION

SENIOR FACILITY H AGREEMENT

ORIGINALLY DATED 24 JANUARY, 2022 AS AMENDED AND RESTATED ON __ MARCH, 2023

SENIOR TERM LOAN FACILITY

for

LESAKA TECHNOLOGIES PROPRIETARY LIMITED (FORMERLY KNOWN AS NET1 APPLIED TECHNOLOGIES SOUTH AFRICAPROPRIETARY 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)

This Agreement is entered into subject to the terms of a Common Terms Agreement dated on or about the date of this Agreement

CONTENTS

Clause	Page
1. Definitions and Interpretation	3
2. The Facility	5
3. Purpose	6
4. Conditions of Utilisation	6
5. Utilisation and Disbursement	6
6. Repayment	7
7. Prepayment and Cancellation	7
8. Interest	8
9. Interest Periods	9
10. Fees	9
11. Financial definitions	10
12. Default	10
13. Lesaka Market Price Discussion Trigger Event	10
14. General	11
Schedule 1 Form of Utilisation Request	12

THIS AGREEMENT is made between:

(1) LESAKA TECHNOLOGIES PROPRIETARY LIMITED (FORMERLY KNOWN AS NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY LIMITED), **** registration number 2002/031446/07, as borrower (the Borrower);

(2) FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION) as original lender (in this capacity, the Original Senior Facility H Lender); and

(3) FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION) as agent of the Senior Facility H Lenders (the Facility Agent).

IT IS AGREED as follows:

DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this Agreement:

1.1.1 Applicable Margin means, in relation to any Senior Facility H Loan or Unpaid Sum:

(a) from the Fourth Amendment and Restatement Date until 31 December, 2022, 2.00 per cent. per annum;

(b) with effect from 1 January, 2023, for so long as the aggregate of the Senior Facility G Outstandings and Senior Facility H Outstandings are greater than R800,000,000, 5.50 per cent. per annum. Thereafter, with effect from the next Interest Payment Date after a change in threshold, for so long as the aggregate of the Senior Facility G Outstandings and Senior Facility H Outstandings:

(i) are greater than R800,000,000, 5.50 per cent. per annum;

(ii) are equal to or less than R800,000,000 but greater than R350,000,000, 4.25 per cent. per annum;

(iii) are equal to or less than R350,000,000, 2.50 per cent. per annum,

provided that no Event of Default has occurred and is continuing; and

(c) with effect from the date of occurrence of an Event of Default and for so long as it is continuing, the Applicable Margin shall be the percentage per annum set out in paragraph (a) or (b) above, as applicable, plus 2.00 per cent.

1.1.2 Availability Period means the period from and including the Fourth Amendment and Restatement Date to and including the date falling one month from the Fourth Amendment and Restatement Date.

1.1.3 Available Commitment means the "Available Commitment" (as defined in the Common Terms Agreement) of a Senior Facility H Lender in respect of Senior Facility H.

1.1.4 Available Facility means the aggregate, from time to time, of the Available Commitment of each Senior Facility H Lender.

1.1.5 Break Costs means the amount (if any) determined by a Senior Facility H Lender by which:

(a) the interest (excluding the Applicable Margin) which that Senior Facility H Lender should have received for the period from the date of receipt of an amount repaid or prepaid in respect of any part of its participation in a Senior Facility H Loan or Unpaid Sum to the last day of the current Interest Period for that Senior Facility H Loan or Unpaid Sum, if the principal amount of that Senior Facility H Loan or Unpaid Sum received had been paid on the last day of that Interest Period;

exceeds:

(b) the amount which that Senior Facility H Lender would be able to obtain by placing an amount equal to the principal amount of the Senior Facility H Loan 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,

and Break Gains means the amount (if any) determined by the relevant Senior Facility H Lender by which the amount of interest contemplated in paragraph (b) above exceeds that in paragraph (a) above.

1.1.7 Final Maturity Date means 31 December, 2025.

1.1.8 Interest Payment Date means:

(a) the last day of March, June, September and December in any year; and

(b) the Final Maturity Date.

1.1.9 Interest Period means, in relation to a Senior Facility H Loan, each period determined in accordance with Clause 9 (Interest Periods).

1.1.10 Lesaka Market Price Discussion Trigger Event means the market capitalisation of Holdco on the NASDAQ Stock Market (based on the closing price on the NASDAQ Stock Market) on any day falls below the USD equivalent of ZAR3,250,000,000 (or such other amount agreed by the Parties).

1.1.11 Lesaka Market Price Trigger Event means the market capitalisation of Holdco on the NASDAQ Stock Market (based on the closing price on the NASDAQ Stock Market) falls and remains below the USD equivalent of ZAR2,600,000,000 (or such other amount agreed by the Parties) on more than one day between the first Utilisation Date and the Final Discharge Date.

1.1.12 Party means a party to this Agreement.

1.1.13 Senior Facility G Outstandings means "Senior Facility G Outstandings" as defined in the Common Terms Agreement.

1.1.14 Senior Facility H or Facility means the term loan facility made available to the Borrower under this Agreement.

1.1.15 Senior Facility H Commitment means the "Senior Facility H Commitment" as defined in the Common Terms Agreement.

1.1.16 Senior Facility H Loan or Loan means a "Senior Facility H Loan" as defined in the Common Terms Agreement.

1.1.17 Senior Facility H Outstandings means "Senior Facility H Outstandings" as defined in the Common Terms Agreement.

1.1.18 Signature Date means the date stated at the beginning of this Agreement.

1.1.19 Total Senior Facility H Commitments means "Total Senior Facility H Commitments" as defined in the Common Terms Agreement.

1.1.20 Unpaid Sum means an "Unpaid Sum" as defined in the Common Terms Agreement in respect of Senior Facility H.

1.1.21 Utilisation Request means the notice substantially in the form set out in Schedule 1 (Form of Utilisation Request).

1.1.22 VCP Investment Fund means the Value Capital Partners H4 QI Hedge Fund Portfolio.

1.1.23 VCP Investment Manager means Value Capital Partners Proprietary Limited (registration number 2016/242305/07), a company registered under the laws of South Africa.

1.1.24 VCP Manco means H4 Collective Investments (RF) Proprietary Limited (registration number 2002/009140/07), a company registered under the laws of South Africa.

1.2 Construction

1.2.1 Terms and expressions defined in the Common Terms Agreement, unless expressly defined in this Agreement, have the same meaning in this Agreement.

THE FACILITY

2.1 Senior Facility H

Subject to the terms of this Agreement and the Common Terms Agreement, the Senior Facility H Lenders make available to the Borrower a Rand-denominated term loan facility in an aggregate amount equal to the Total Senior Facility H Commitments.

2.2 Designation

This Agreement is a Senior Facility Agreement and the Senior Facility H Agreement, each as defined in the Common Terms Agreement.

PURPOSE

3.1 The Borrower shall apply all amounts borrowed by it under Senior Facility H only in or towards the purpose set out in clause 3.1.3 (Purpose) of the Common Terms Agreement, and for no other purpose whatsoever.

3.2 No Finance Party is bound to monitor or verify the utilisation of Senior Facility H or will be responsible for, or for the consequences of, such a utilisation.

CONDITIONS OF UTILISATION

4.1 Conditions precedent

The Borrower may not deliver a Utilisation Request to the Facility Agent under Senior Facility H (and no Senior Facility H Lender shall have any obligation to advance any Senior Facility H Loan or to provide any other form of credit or financial accommodation under this Agreement to any person) unless the Facility Agent has issued the notice contemplated by clause 4.1 (Initial conditions precedent) of the Common Terms Agreement.

4.2 Further conditions precedent

Subject to the Common Terms Agreement and this Agreement, a Senior Facility H Lender will only be obliged to participate in a Senior Facility H Loan if the requirements of clause 4.2 (Further conditions precedent) of the Common Terms Agreement have been met.

4.3 Maximum number of Loans

The Borrower may not deliver a Utilisation Request under Senior Facility H if as a result of the proposed Utilisation more than one Senior Facility H Loan would be outstanding.

UTILISATION AND DISBURSEMENT

5.1 Delivery of a Utilisation Request

5.1.1 The Borrower may utilise Senior Facility H during the Availability Period by delivery to the Facility Agent of a duly completed Utilisation Request.

5.1.3 A Utilisation Request is irrevocable.

5.1.4 A maximum of one Utilisation Request may be delivered by the Borrower on or following the Fourth Amendment and Restatement Date.

5.2 Completion of a Utilisation Request

5.2.1 A Utilisation Request will not be regarded as having been duly completed unless:

(a) the proposed Utilisation Date is a Business Day within the Availability Period;

(b) the currency and amount of the Utilisation comply with Clause 5.3 below; and

(c) it specifies a bank account in South Africa to which the Borrower requires the proceeds of the Senior Facility H Loan to be credited.

5.2.2 Only one Senior Facility H Loan may be requested in a Utilisation Request.

5.3 Currency and amount

5.3.1 The currency specified in a Utilisation Request must be Rand.

5.3.2 The amount of the proposed Senior Facility H Loan is for the full amount of the Senior Facility H Available Commitments of the relevant Senior Facility H Lender or such lesser amount as the Facility Agent may agree.

5.4 Disbursement

5.4.1 If the conditions set out in this Agreement and the Common Terms Agreement have been met, each Senior Facility H Lender must advance and lend to the Borrower, who shall borrow from each such Lender, that Lender's participation in the Senior Facility H Loan on the Utilisation Date. A Senior Facility H Lender must make its participation in the Senior Facility H Loan available to the Facility Agent by no later than 11h00 on the applicable Utilisation Date for disbursement to the Borrower.

5.4.2 The amount of each Senior Facility H Lender's participation in the Senior Facility H Loan will be equal to the proportion borne by its Available Commitment (if any) to the Available Facility immediately prior to making the Loan.

5.4.3 No Senior Facility H Lender is obliged to participate in a Senior Facility H Loan if, as a result:

(a) its share in the outstanding Senior Facility H Loan would exceed its Available Commitment; or

(b) the outstanding Senior Facility H Loan would exceed the Available Facility.

5.5 Automatic cancellation of Commitments

The Senior Facility H Commitments which, at that time, are unutilised, and in respect of which no Utilisation Request has been delivered, shall be immediately cancelled at 10h00 on the last day of the Availability Period.

REPAYMENT

6.1 The Borrower shall repay the Senior Facility H Loan in full on the Final Maturity Date (subject to Clauses 7 (Prepayment and Cancellation) and 12 (Default)).

6.2 Any amount which remains outstanding under Senior Facility H on the Final Maturity Date shall be repaid in full on that date.

6.3 No amount of a Senior Facility H Loan repaid under this Clause 6 may be re-borrowed.

PREPAYMENT AND CANCELLATION

7.1 Voluntary cancellation

7.1.1 The Borrower may cancel the unutilised and undrawn amount of the Senior Facility H Commitments in accordance with the requirements (and subject to the terms) of clause 7 (Prepayment and Cancellation) of the Common Terms Agreement.

7.1.2 No amount of the Senior Facility H Commitments cancelled pursuant to this Clause may be reinstated.

7.2 Voluntary prepayment

7.2.1 The Borrower may make voluntary prepayments in respect of the Senior Facility H Loan made to it, in whole or in part, in accordance with the requirements (and subject to the terms) of clause 7 (Prepayment and Cancellation) of the Common Terms Agreement.

7.2.2 No amount of a Senior Facility H Loan prepaid pursuant to this Clause may be re-borrowed.

7.3 Mandatory prepayment and prepayment offers

The Borrower shall be obliged to make mandatory prepayments and/or offers to make prepayments (as applicable) in respect of the Senior Facility H Loan made to it to the Senior Facility H Lenders in accordance with the requirements (and subject to the terms) of clauses 7 (Prepayment and Cancellation) and 8 (Prepayment Offers and Priorities) of the Common Terms Agreement.

INTEREST

8.1 Calculation of interest

The rate of interest on each Senior Facility H Loan (and any Unpaid Sum) for each Interest Period is the percentage rate per annum which is the aggregate of:

8.1.1 the Applicable Margin; and

8.1.2 the Base Rate.

8.2 Payment of interest

8.2.2 Notwithstanding Clause 8.2.1, the Borrower may, by notice to the Facility Agent delivered not less than 10 Business Days' prior to an Interest Payment Date, elect that any accrued interest on a Senior Facility H Loan for the relevant Interest Period which ends on that Interest Payment Date, be capitalised to the Senior Facility H Outstandings on that Interest Payment Date, provided that the Senior Facility H Outstandings plus any capitalised interest in respect of Senior Facility H shall not exceed 120 per cent. of the Senior Facility H Commitment on that Interest Payment Date. If the Senior Facility H Outstandings would exceed the Senior Facility H Commitment on that Interest Payment Date that portion of the accrued interest which would cause the Senior Facility H Outstandings to exceed 120 per cent. of the Senior Facility H Commitment shall be paid on that Interest Payment Date..

8.3 Interest on overdue amounts

8.3.1 Any interest accruing on an Unpaid Sum shall be immediately payable by the Borrower on demand by the Facility Agent.

8.3.2 Default interest (if unpaid) arising on any Unpaid Sum will be compounded with that Unpaid Sum on the last day of each calendar month, but will remain immediately due and payable.

8.4 Notification of rates of interest

Without prejudice to the obligation of the Borrower to pay interest calculated at any applicable rate under this Clause 8, the Facility Agent shall notify the Senior Facility H Lenders and the Borrower, as soon as reasonably practicable:

8.4.1 of the determination of a rate of interest under this Agreement;

8.4.2 when interest commences to accrue at the rate calculated by reference to the Applicable Margin specified in Clause 1.1.1(c)(Definitions).

INTEREST PERIODS

9.1 Duration

Each Senior Facility H Loan has successive Interest Periods:

9.1.1 commencing on (and including) the Utilisation Date (in respect of the first Interest Period for that Senior Facility H Loan) or commencing on (and including) an Interest Payment Date; and

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

9.2 Interest Periods for Unpaid Sums

Interest accruing on an Unpaid Sum shall be calculated as if that Unpaid Sum, during the period of non-payment, constituted a Loan under Senior Facility H for successive Interest Periods, each of a duration selected by the Facility Agent (acting reasonably). For this purpose, the Facility Agent (acting reasonably) may:

9.2.1 select successive Interest Periods of any duration of up to three months; and

9.2.2 determine the appropriate Quotation Day for that Interest Period.

If any Unpaid Sum consists of all or part of the Senior Facility H Loan which became due on a day which was not the last day of an Interest Period relating to that Senior Facility H Loan, the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the current Interest Period relating to the Senior Facility H Loan.

9.3 No overrunning the Final Maturity Date

If an Interest Period for a Senior Facility H Loan would otherwise extend beyond the Final Maturity Date, it will be shortened so that it ends on the Final Maturity Date. This Clause does not apply to Interest Periods selected under Clause 9.2 above in respect of Unpaid Sums which remain outstanding on the Final Maturity Date.

9.4 Non-Business Days

FEES

10.1 Non-refundable Deal Origination Fee

The Borrower shall pay to the Senior Facility H Lender a non-refundable deal origination fee in the amount and at the times agreed in a Fee Letter.

FINANCIAL DEFINITIONS

11.1 Definitions

In this Clause 11, the following terms have the meanings set out below:

11.1.1 Measurement Date means the last day of March, June, September and December of each year.

11.1.2 Total VCP Investment Fund Net Asset Value, at any time, means the aggregate of the "value" of the assets of the VCP Investment Fund at that time, determined in accordance with the valuation policy adopted by VCP Manco in respect of VCP Investment Fund or as otherwise agreed between the Borrower and the Facility Agent less the VCP Consolidated Total Borrowings at that time.

11.1.3 VCP Asset Cover Ratio in relation to the VCP Investment Funds, at any time, means the ratio borne by (x) the Total VCP Investment Fund Net Asset Value to (y) the Senior Facility H Outstandings.

11.1.4 VCP Compliance Certificate means a certificate delivered by the VCP Investment Manager setting out the VCP Asset Cover Ratio pursuant to Clause 11.3.

11.1.5 VCP Consolidated Total Borrowings in respect of the VCP Investment Fund, at any time, means, without double counting, the aggregate at that time of the Financial Indebtedness of the VCP Investment Fund calculated at its nominal or principal amount or, if greater, the maximum amount payable on scheduled repayment or scheduled redemption of the relevant liabilities.

11.2 VCP Asset Cover Ratio

The VCP Asset Cover Ratio for any Measurement Period shall not fall below 5.00 : 1.

11.3 VCP Compliance Certificate

11.3.1 The Borrower shall procure that the VCP Investment Manager delivers to the Facility Agent a VCP Compliance Certificate issued by the VCP Investment Manager on behalf of the VCP Investment Funds and addressed to the Lender on or before the date occurring no later than 60 days the after the applicable Measurement Date.

11.3.2 Each VCP Compliance Certificate delivered by the VCP Investment Manager shall: set out (in reasonable detail) computations as to compliance with Clause 11.2 (VCP Asset Cover Ratio) for the applicable Measurement Date and shall be signed by two directors of the VCP Investment Manager.

11.3.3 The failure of the VCP Investment Manager to deliver a VCP Compliance Certificate shall constitute an Event of Default.

DEFAULT

LESAKA MARKET PRICE DISCUSSION TRIGGER EVENT

If a Lesaka Market Price Discussion Trigger Event occurs, the Senior Facility H Lender shall have the right to discuss the capitalisation of the Group with management of any member of the Group and VCP.

GENERAL

14.1 Notices and domicilium

14.2 Incorporation of by reference

The provisions clauses 17 (Costs and Expenses), 35 (Amendments and Waivers), 37 (General Provisions) and 41 (Waiver of Immunity) of the Common Terms Agreement apply to this Agreement as though they were set out in full in this Agreement (except that references in those clauses to the Common Terms Agreement are to be construed as references to this Agreement).

14.3 Governing Law

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by South African law.

14.4 Jurisdiction

14.4.1 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 this Agreement (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).

14.4.2 The Parties agree that the High Court of South Africa is the most appropriate and convenient court to settle disputes. The Parties agree not to argue to the contrary and waive objection to this court on the grounds of inconvenient forum or otherwise in relation to proceedings in connection with this Agreement.

14.4.3 This Clause 14.4 is for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedings relating to a dispute in any other court with jurisdiction. To the extent allowed by law, a Finance Party may take concurrent proceedings in any number of jurisdictions.

14.5 Counterparts

This Agreement 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 Agreement.

THIS AGREEMENT has been entered into on the date stated at the beginning of this Agreement.

SCHEDULE 1

FORM OF UTILISATION REQUEST

To: [●]

as Facility Agent

From: LESAKA TECHNOLOGIES PROPRIETARY LIMITED (FORMERLY KNOWN AS NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY LIMITED)

[⬤], [⬤]

Dear Sirs,

LESAKA TECHNOLOGIES PROPRIETARY LIMITED (FORMERLY KNOWN AS NET1 APPLIED TECHNOLOGIES SOUTH AFRICAPROPRIETARY LIMITED) Senior Facility H Agreement, dated [●], 2022 **(**the Agreement)

We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.
We wish to borrow a Senior Facility H Loan on the following terms:

Proposed Utilisation Date:	[●] (or, if that is not a Business Day, the next Business Day)
Amount:	R[●] or, if less, the Available Facility

The proceeds of this Loan must be credited to [account].
We confirm that each condition specified in Clause 4.2 (Further conditions precedent) of the Agreement is satisfied on the date of this Utilisation Request.
This Utilisation Request is irrevocable.

Yours faithfully,

…………………………………

authorised signatory for

LESAKA TECHNOLOGIES PROPRIETARY LIMITED (FORMERLY KNOWN AS NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY LIMITED)

SIGNATURE PAGE

THE BORROWER

/s/ Lincoln Camagu Mali

For and on behalf of:<br>Lesaka Technologies Proprietary Limited
Name:	Lincoln Camagu Mali
Office:	Director
	(who warrants authority)

HOLDCO

/s/ Naeem Ebrahim Kola

For and on behalf of:<br>Lesaka Technologies Inc.
Name:	Naeem Ebrahim Kola
Office:	Director
	(who warrants authority)

SIGNATURE PAGE

ORIGINAL GUARANTOR

/s/ Lincoln Camagu Mali

For and on behalf of:<br>EasyPay Proprietary Limited
Name:	Lincoln Camagu Mali
Office:	Director
	(who warrants authority)

SIGNATURE PAGE

ORIGINAL GUARANTOR

/s/ Lincoln Camagu Mali

For and on behalf of:<br>Lesaka Technologies Proprietary Limited
Name:	Lincoln Camagu Mali
Office:	Director
	(who warrants authority)

SIGNATURE PAGE

ORIGINAL GUARANTOR

/s/ Naeem Ebrahim Kola

For and on behalf of:<br>Lesaka Technologies, Inc
Name:	Naeem Ebrahim Kola
Office:	Director
	(who warrants authority)

SIGNATURE PAGE

ORIGINAL GUARANTOR

/s/ Lincoln Camagu Mali

For and on behalf of:<br>Moneyline Financial Services Proprietary Limited
Name:	Lincoln Camagu Mali
Office:	Director
	(who warrants authority)

SIGNATURE PAGE

ORIGINAL GUARANTOR

/s/ Alexander Michael Ramsay Smith

For and on behalf of:<br>Net1 Applied Technologies Netherlands B.V.
Name:	Alexander Michael Ramsay Smith
Office:	Attorney
	(who warrants authority)

SIGNATURE PAGE

ORIGINAL GUARANTOR

/s/ Lincoln Camagu Mali

For and on behalf of:<br>Net1 Finance Holdings Proprietary Limited
Name:	Lincoln Camagu Mali
Office:	Director
	(who warrants authority)

SIGNATURE PAGE

ORIGINAL GUARANTOR

/s/ Lincoln Camagu Mali

For and on behalf of:<br>Prism Holdings Proprietary Limited
Name:	Lincoln Camagu Mali
Office:	Director
	(who warrants authority)

SIGNATURE PAGE

ORIGINAL GUARANTOR

/s/ Lincoln Camagu Mali

For and on behalf of:<br>Prism Payment Technologies Proprietary Limited
Name:	Lincoln Camagu Mali
Office:	Director
	(who warrants authority)

SIGNATURE PAGE

ORIGINAL GUARANTOR

/s/ Lincoln Camagu Mali

For and on behalf of:<br>Pros Software Proprietary Limited
Name:	Lincoln Camagu Mali
Office:	Director
	(who warrants authority)

SIGNATURE PAGE

ORIGINAL GUARANTOR

/s/ Lincoln Camagu Mali

For and on behalf of:<br>RMT Systems Proprietary Limited
Name:	Lincoln Camagu Mali
Office:	Director
	(who warrants authority)

SIGNATURE PAGE

ORIGINAL GUARANTOR

/s/ Alexander Michael Ramsay Smith

For and on behalf of:<br>Smartswitch Netherlands Holdings B.V.
Name:	Alexander Michael Ramsay Smith
Office:	Attorney
	(who warrants authority)

SIGNATURE PAGE

RESIGNING GUARANTOR

/s/ Lincoln Camagu Mali

For and on behalf of:<br>Net1 Universal Electronic Technological Solutions Proprietary Limited
Name:	Lincoln Camagu Mali
Office:	Director
	(who warrants authority)

SIGNATURE PAGE

FACILITY AGENT

/s/ Gethyn Hart		/s/ Duncan Smith
For and on behalf of:<br>FirstRand Bank Limited (acting through its Rand Merchant Bank division)		For and on behalf of:<br>FirstRand Bank Limited (acting through its Rand Merchant Bank division)
Name:	Gethyn Hart	Name:	Duncan Smith
Office:	Authorised	Office:	Authorised
	(who warrants authority)		(who warrants authority)

SIGNATURE PAGE

ORIGINAL SENIOR FACILITY G LENDER

/s/ Gethyn Hart		/s/ Duncan Smith
For and on behalf of:<br>FirstRand Bank Limited (acting through its Rand Merchant Bank division)		For and on behalf of:<br>FirstRand Bank Limited (acting through its Rand Merchant Bank division)
Name:	Gethyn Hart	Name:	Duncan Smith
Office:	Authorised	Office:	Authorised
	(who warrants authority)		(who warrants authority)

SIGNATURE PAGE

ORIGINAL SENIOR FACILITY H LENDER

/s/ Gethyn Hart		/s/ Duncan Smith
For and on behalf of:<br>FirstRand Bank Limited (acting through its Rand Merchant Bank division)		For and on behalf of:<br>FirstRand Bank Limited (acting through its Rand Merchant Bank division)
Name:	Gethyn Hart	Name:	Duncan Smith
Office:	Authorised	Office:	Authorised
	(who warrants authority)		(who warrants authority)

Lesaka Technologies, Inc.: Exhibit 10.2 - Filed by newsfilecorp.com

Exhibit 10.2

EXECUTION

AMENDMENT AND RESTATEMENT AGREEMENT

DATED 22 MARCH, 2023

between

CASH CONNECT MANAGEMENT SOLUTIONS PROPRIETARY LIMITED (as Borrower)

and

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)

relating to a Facilities Agreement, originally dated 24 January, 2022

CONTENTS

Clause	Page
1. Interpretation	3
2. Effective Date	4
3. Amendments	4
4. Representations and Warranties	4
5. Miscellaneous	4
6. Governing Law	5
7. Counterparts	5
Schedule 1 The Original Parties	6
Schedule 2 Conditions Precedent	8
Schedule 3 Amended and Restated Facilities Agreement	10

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) LUXANIO 227 PROPRIETARY LIMITED, registration number 2018/605739/07, a company incorporated under the laws of South Africa and OVOBIX (RF) PROPRIETARY LIMITED, registration number 2013/068120/07, a company incorporated under the laws of South Africa, as minority shareholders of the Borrower (the Minority Shareholders);

(4) FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION) as mandated lead arranger (the Arranger);

(5) THE FINANCIAL INSTITUTION listed in Part II of Schedule 1 (The Original Parties) as term lender (the Original Term Lender);

(6) FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION) as lender under the general banking facilities (the GBF Lender); and

(7) FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION) as facility agent of the other Finance Parties (the Facility Agent).

BACKGROUND:

(A) This Agreement is supplemental to, amends and restates (but does not novate) the Original Facilities Agreement (as defined below).

(B) The Parties have consented to the amendments to the Original Facilities Agreement contemplated by this Agreement.

IT IS AGREED as follows:

INTERPRETATION

1.1 Definitions

In this Agreement:

1.1.1 Amended and Restated Facilities Agreement means the Original Facilities Agreement, as amended and restated pursuant to this Agreement.

1.1.2 Amendment Document means:

(a) this Agreement;

(b) the Amended and Restated Facilities Agreement; or

1.1.3 Effective Date means the date on which the Facility Agent issues the notice referred to in Clause 2.1 (Effective Date).

1.1.4 Original Facilities Agreement means the facilities agreement dated 24 January, 2022 between the Parties.

1.1.5 Security Amendment Letter means the amendment letter dated on or about the date of this Agreement between the Parties.

Unless expressly otherwise defined in this Agreement, terms and expressions defined in the Amended and Restated Facilities Agreement have the same meaning in this Agreement.

1.2 Construction

The provisions of clause 1 (Definitions and Interpretation) and clause 32 (Notices) to 41 (No Implied Terms) of the Amended and Restated Facilities Agreement apply to this Agreement as though they were set out in full in this Agreement, except that references to the Amended and Restated Facilities Agreement are to be construed as references to this Agreement.

EFFECTIVE DATE

2.1 The Original Facilities Agreement will not be amended by this Agreement unless the Facility Agent notifies the Borrower that the Borrower has delivered to the Facility Agent all the documents set out in Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility Agent. The Facility Agent must give this notification as soon as reasonably practicable. The requirements set out in this Clause 2.1 are for the benefit solely of the Finance Parties. The Facility Agent may waive or defer delivery of any or all of the documents set out in Schedule 2 (Conditions Precedent) , subject to such other conditions (if any) as it may determine.

2.2 If the Facility Agent does not give the notice contemplated in Clause 2.1 above to the Borrower on or before 23h59 on 31 March, 2023, this agreement shall cease to be of any force and effect and the Original Facilities Agreement shall not be amended as provided in this Agreement.

AMENDMENTS

3.1 Amendment and restatement of Facilities Agreement

Subject to the terms of this Agreement, on and with effect from the Effective Date, the Original Facilities Agreement will be amended so that it reads as if it were restated in the form set out in Schedule 3 (Amended and Restated Facilities Agreement).

3.2 Finance Documents

On and with effect from the Effective Date, any reference in a Finance Document to the "Facility Agreement" or the "CCMS Facility Agreement" shall be a reference to that agreement as amended and restated pursuant to this Agreement.

REPRESENTATIONS AND WARRANTIES

4.1 Each Obligor confirms to the Finance Parties that, on the date of this Agreement and the Effective Date, the representations contained in clause 20 (Representations and Warranties) of the Original Facilities Agreement (the Representations):

4.1.1 are true; and

4.1.2 would also be true if references to the Original Facilities Agreement were construed as references to the Original Facilities Agreement as amended by this Agreement.

4.2 In each case, each Representation is made by reference to the circumstances existing at the date of this Agreement.

MISCELLANEOUS

5.1 This Agreement is a Finance Document.

5.2 The Original Facilities Agreement and this Agreement will, from the Effective Date, be read and construed as one document.

5.3 Except as otherwise provided in this Agreement and for amendments, amendments and restatement or replacements of Finance Documents required pursuant to Clause 2 (Effective Date), the Finance Documents remain in full force and effect without any amendment whatsoever.

5.4 Except to the extent expressly waived in this Agreement, no waiver is given by this Agreement and the Facility Agent expressly reserves all its rights and remedies in respect of any breach of, or other Default under, the Finance Documents.

GOVERNING LAW

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by South African law.

COUNTERPARTS

This Agreement 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 Agreement.

SCHEDULE 1

THE ORIGINAL PARTIES

Part I

The Guarantors

	Name of Guarantor	Jurisdiction ofIncorporation	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.	K2020 Connect Proprietary Limited	South Africa	2020/263969/07

The Original Term Lenders

****	Original Term Lender
1.	FirstRand Bank Limited (acting through its Rand Merchant Bank division)

SCHEDULE 2

CONDITIONS PRECEDENT

OBLIGORS AND SECURITY PROVIDERS

1.1 A copy of the constitutional documents of the Obligors and each other Security Provider (or confirmation by each Obligor and Security Provider that the constitutional documents delivered to the Facility Agent previously remain in full force and effect, without amendment).

1.2 A copy of a resolution of the board of directors of the Obligors and each other Security Provider:

1.2.1 approving the terms of, and the transactions contemplated by, the Amendment Documents to which it is a party and resolving that it execute, deliver and perform the Amendment Documents to which it is a party;

1.2.2 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 Amendment Documents to which it is a party;

1.2.3 authorising a specified person or persons to execute the Amendment Documents to which it is a party on its behalf; and

1.3 A specimen of the signature of each person authorised by the resolution referred to in paragraph 1.2 above in relation to the Amendment Documents and related documents.

1.4 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 Amendment Documents and the other Finance Documents to which it is a party.

1.5 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 Amendments Documents and other Finance Documents to which that Security Provider is a party.

1.6 A certificate of each Obligor and each other Security Provider (signed by a director):

1.6.1 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;

1.6.2 certifying that each copy document relating to it specified in this 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 Effective Date.

AMENDMENT DOCUMENTS

A copy of each Amendment Document, duly executed by the persons party thereto.

LEGAL OPINIONS

The following legal opinions, each addressed to the Facility Agent (for an on behalf of the Finance Parties):

3.1 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 Amendment Documents.

3.2 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 Amendment Documents.

KNOW YOUR CUSTOMER REQUIREMENTS

OTHER DOCUMENTS AND EVIDENCE

5.1 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 Effective Date.

5.2 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.

SCHEDULE 3

AMENDED AND RESTATED FACILITIES AGREEMENT

EXECUTION

FACILITIES AGREEMENT

ORIGINALLY DATED 24 JANUARY, 2022 AS AMENDED AND RESTATED ON 22 MARCH, 2023

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)

CONTENTS

Clause	Page
1. Definitions and Interpretation	1
2. The Facilities	29
3. Purpose	30
4. Conditions of Utilisation	30
5. Utilisation	32
6. Repayment	33
7. Illegality, Voluntary Prepayment and Cancellation	33
8. Mandatory Prepayment and Cancellation	34
9. Restrictions	38
10. Interest	41
11. Interest Periods	41
12. Changes to the Calculation of Interest	42
13. Fees	43
14. Tax Gross up and Indemnities	44
15. Increased Costs	48
16. Other Indemnities	49
17. MItigation by the Lenders	50
18. Costs and Expenses	51
19. Guarantee and Indemnity	52
20. Representations	55
21. Information Undertakings	61
22. Financial Covenants	65
23. General Undertakings	73
24. Events of Default	81
25. Changes to the Lenders	87
26. Changes to the Obligors	89
27. Role of The Facility Agent, The Arranger and Others	91
28. Conduct of Business by the Finance Parties	99
29. Sharing Among the Finance Parties	99
30. Payment Mechanics	101
31. Set-Off	103
32. Notices	103
33. Calculations and Certificates	106
34. Partial Invalidity	106
35. Remedies and Waivers	106
36. Amendments and Waivers	107
37. Confidential Information	109
38. Renunciation of benefits	111
39. Waiver of immunity	111
40. Sole Agreement	111
---	---
41. No Implied Terms	112
42. Counterparts	112
43. Governing Law	113
44. Jurisdiction	113
Schedule 1 The Original Parties	114
Schedule 2 Conditions Precedent	116
Schedule 3 Form of Utilisation Request	122
Schedule 4 Repayment Schedule	123
Schedule 5 Form of Transfer Certificate	124
Schedule 6 Form of Accession Letter	127
Schedule 7 Form of Compliance Certificate	130
Schedule 8 Form of Equity Cure Notice	131
Schedule 9 Transaction Security	133
Schedule 10 Acceptable Lenders	134
Schedule 11 Disclosure Schedule	135

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

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;

(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 Lesaka of the shares and claims in the Target Companies from the "Sellers" as defined in the SPA.

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:

(a) the period from and including the Closing Date to and including 6 May, 2022; and

(b) the period from and including First Amendment and Restatement Date to and including the date occurring 30 days from the First Amendment and Restatement 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:

where:

R = the Base Rate;

R1 = JIBAR for the period closest to but less than the Broken JIBAR Period plus, if this would result in R1 being equal to the JIBAR Overnight Deposit Rate, 0.10 per cent.;

R2 = JIBAR for the period closest to but greater than the Broken JIBAR Period;

T = the number of days in the Broken JIBAR Period;

T1 = the number of days in the period for which R1 is quoted on the first day of the Broken JIBAR Period;

T2 = the number of days in the period for which R2 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;

(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 Connect Capital Facility Agreement means the facility agreement dated on or about 29 November, 2022 between, among others, Cash Connect Capital and FirstRand Bank Limited (acting through its Rand Merchant Bank division).

1.1.29 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;

(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).

1.1.30 Cashflow has the meaning given to that term in Clause 22.1 (Financial Definitions).

1.1.31 Change of Control means, in respect of the Borrower, Lesaka 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.

1.1.32 Closing Date means the date on which the Facility Agent issues the notice contemplated by Clause 4.1 (Initial conditions precedent).

1.1.33 Code means the US Internal Revenue Code of 1986.

1.1.34 Commitment means:

(a) a Facility A Commitment;

(b) a Facility B Commitment;

1.1.35 Compliance Certificate means a certificate substantially in the form set out in Schedule 7 (Form of Compliance Certificate).

1.1.36 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,

(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.

1.1.37 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.

1.1.38 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.

1.1.39 Deposit Manager means Deposit Manager Proprietary Limited (registration number 2010/016889/07), a company registered under the laws of South Africa.

1.1.40 Disclosure Schedule means the disclosure schedule set out in Schedule 11 (Disclosure Schedule).

1.1.41 Disposal has the meaning given to that term in Clause 8.3 (Disposal and Insurance Proceeds).

1.1.42 Disruption Event means:

(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.

1.1.43 EBITDA has the meaning given to that term in Clause 22.1 (Financial Definitions).

1.1.44 Eligible Institution means any Lender or other bank, financial institution, trust, fund or other entity selected by the Borrower.

1.1.45 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

1.1.46 Environmental Claim means any claim, proceeding, formal notice or investigation by any person in respect of any Environmental Law.

1.1.47 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.

1.1.48 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.

1.1.49 Equity Cure Proceeds has the meaning given to that term in Clause 22.4.1(b)(i) (Equity Cure).

1.1.50 Event of Default means any event or circumstance specified as such in Clause 24 (Events of Default).

1.1.51 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;

(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;

1.1.52 Excess Cashflow Measurement Date means the last day of the Financial Year and the last day of each Financial Half-Year.

1.1.53 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.

1.1.54 Existing Financial Indebtedness means the existing Financial Indebtedness disclosed in the Disclosure Schedule.

1.1.55 Facility means a Term Facility or the GBF Facility.

1.1.56 Facility A means the term loan facility made available under this Agreement as described in Clause 2 (The Facilities).

1.1.57 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.

1.1.58 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.

1.1.59 Facility B means the term loan facility made available under this Agreement as described in Clause 2 (The Facilities).

1.1.60 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.

1.1.61 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.

1.1.62 FATCA means:

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

1.1.63 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.

1.1.64 FATCA Deduction means a deduction or withholding from a payment under a Finance Document required by FATCA.

1.1.65 FATCA Exempt Party means a Party that is entitled to receive payments free from any FATCA Deduction.

1.1.66 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.

1.1.67 Final Maturity Date means, in relation to Facility A and Facility B, 31 December, 2027.

1.1.68 Finance Document means:

(a) this Agreement;

(b) Cash Connect Capital Facility Agreement;

(d) the Funds Flow and Release Agreement;

(e) each GBF Document;

(f) any Accession Letter;

(g) any Compliance Certificate;

(h) any Fee Letter;

(i) any Resignation Letter;

(j) any Utilisation Request; or

(k) any other document designated as a "Finance Document" by the Facility Agent and a Borrower.

1.1.69 Finance Lease has the meaning given to that term in Clause 22.1 (Financial Definitions).

1.1.70 Finance Party means:

(a) the Facility Agent;

(b) the Arranger; or

1.1.71 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);

(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.

1.1.72 Financial Half-Year has the meaning given to that term in Clause 22.1 (Financial Definitions).

1.1.73 Financial Year has the meaning given to that term in Clause 22.1 (Financial Definitions).

1.1.74 First Amendment and Restatement Agreement means the amendment and restatement agreement, dated on or about 22 March, 2023, between the Parties to this Agreement amending and restating this Agreement.

1.1.75 First Amendment and Restatement Date means the "Effective Date" under (and as defined in) the First Amendment and Restatement Agreement.

1.1.76 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.

1.1.77 GBF Commitment means ZAR170,000,000 and from the First Amendment and Restatement Date ZAR345,000,000, or such other amount agreed between the Borrower and the GBF Lender, to the extent not cancelled or reduced under an applicable GBF Agreement.

1.1.78 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 GBF Lender and a Borrower, which evidences a facility, financial instrument or a financial service provided as part of the GBF Facility.

1.1.79 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.

1.1.80 Group means the Borrower and K2021 and each of their Subsidiaries for the time being.

1.1.81 Guarantor means:

(a) each Original Guarantor; or

(b) any other Additional Guarantor.

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

1.1.83 IFRS means international accounting standards within the meaning of IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

1.1.84 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).

1.1.85 Interest Payment Date means each of 31 March, 30 June, 30 September and 31 December, and the Final Maturity Date.

1.1.86 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).

1.1.87 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.

1.1.88 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.

1.1.89 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.

1.1.90 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.

1.1.91 K2020 means K2020 Connect (South Africa) **** Proprietary Limited (registration number 2020/263969/07), a company registered under the laws of South Africa.

1.1.92 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).

1.1.93 K2021 means K2021477132 (South Africa) Proprietary Limited (registration number 2021/477132/07), a company registered under the laws of South Africa.

1.1.94 K2021 Consent means the consent given by FirstRand Bank Limited (acting through its Rand Merchant Bank division) to K2021 to enter into this Agreement.

1.1.95 Kazang Prepaid means Kazang Prepaid (Proprietary) Limited (registration number CO2017/2253), a company registered under the laws of Botswana.

1.1.96 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.

1.1.97 Lesaka means Lesaka Technologies Proprietary Limited (previously known as Net1 Applied Technologies South Africa Proprietary Limited) (registration number 2002/031446/07), a company registered under the laws of South Africa.

1.1.98 Lesaka Loan means:

(a) the R350,000,000 loan dated on or about the Closing Date; and

(b) the R200,000,000 loan dated on or about the First Amendment and Restatement Date,

to be made by the Borrower to Lesaka.

1.1.99 LMA means the Loan Market Association.

1.1.100 Loan means a loan made or to be made under a Facility, or the principal amount outstanding for the time being of that loan.

1.1.101 Margin means:

(a) in relation to any Facility A Loan from the Interest Payment Date immediately after the date of the Compliance Certificate is issued evidencing a change in the Leverage Ratio:

(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,

and 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 from the Interest Payment Date immediately after the date of the Compliance Certificate is issued evidencing a change in the Leverage Ratio:

(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,

and 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.

(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.

1.1.102 Luxanio means Luxanio 227 Proprietary Limited (registration number 2018/605739/07), a company registered under the laws of South Africa.

1.1.103 Main Street 1723 means Main Street 1723 Proprietary Limited (registration number 2019/300711/07), a company registered under the laws of South Africa.

1.1.104 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.

1.1.105 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).

1.1.106 Measurement Date has the meaning given to that term in Clause 22.1 (Financial Definitions).

1.1.107 Measurement Period has the meaning given to that term in Clause 22.1 (Financial Definitions).

1.1.108 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:

(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.

1.1.109 New Lender has the meaning given to that term in Clause 25 (Changes to the Lenders).

1.1.110 Obligor means a Borrower or a Guarantor.

1.1.111 Original Financial Statements means the audited financial statements of the Borrower for its financial year ended 28 February, 2021.

1.1.112 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.

1.1.113 Original GBF Facility means each direct and indirect working capital facility provided by the GBF Lender to a Borrower under the Original GBF Agreement.

1.1.114 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).

1.1.115 Ovobix means Ovobix (RF) Proprietary Limited (registration number 2013/068120/07), a company registered under the laws of South Africa.

1.1.116 Party means a party to this Agreement.

1.1.117 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;

(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;

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

1.1.118 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.

1.1.119 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);

(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.

1.1.120 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;

(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) the payment under a Lesaka Loan of an amount equal to ZAR200,000,000 by the Borrower to Lesaka;

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

1.1.121 Permitted Financial Indebtedness means Financial Indebtedness:

(a) arising under the Finance Documents;

(b) arising under the K2020 Facility Agreement;

(d) disclosed in the Disclosure Schedule;

(e) shareholder loans subordinated on terms acceptable to the Facility Agent;

(f) arising under any Finance Lease;

(g) incurred by way of a Permitted Loan or a Permitted Guarantee;

(h) 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;

(i) 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 (i) together with the aggregate amount of any guarantees under Clause 1.1.122(f) does not exceed ZAR40,000,000 (or its equivalent in any other currency) at any time;

(j) incurred pursuant to a Refinancing permitted in terms of Clause 9.11;

(k) incurred with the express prior consent of the Facility Agent (acting on the instructions of all the Lenders).

1.1.122 Permitted Guarantee means:

(a) any guarantee given in terms of the Finance Documents;

(b) any guarantee given in terms of the K2020 Facility Agreement;

(d) any guarantee of a Joint Venture to the extent permitted by Clause 23.12.1(b) (Joint ventures);

(e) any guarantees disclosed in the Disclosure Schedule;

(f) any guarantee given by the Borrower, provided that the maximum aggregate amount of Financial Indebtedness under Clause 1.1.121(i) together with the aggregate amount of any guarantees under this paragraph 1.1.122(f) does not exceed ZAR40,000,000 (or its equivalent in any other currency) at any time;

(g) a guarantee given with the express prior consent of the Facility Agent (acting on the instructions of all the Lenders).

1.1.123 Permitted Loan means:

(a) any loans made to K2020 from the proceeds of the Cash Connect Capital Facility Agreement;

(b) any loan made to Cash Connect Capital by K2020;

(d) any loan disclosed in the Disclosure Schedule;

(e) 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;

(f) any loans made by Main Street 1723 to its customers in the ordinary course of its business;

(g) any loans made by Cash Connect Capital to its customers in the ordinary course of its business;

(h) 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

(i) a loan made with the express prior consent of the Facility Agent (acting on the instructions of all the Lenders).

1.1.124 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;

(d) 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;

(e) 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;

(f) any Security under a finance or capital lease which constitutes Permitted Financial Indebtedness;

(g) 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;

(h) 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;

(i) any Security entered into with the express prior consent of the Facility Agent(acting on the instructions of all the Lenders).

1.1.125 Quasi-Security has the meaning given to that term in Clause 23.15 (Negative pledge).

1.1.126 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.

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

1.1.128 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.

1.1.129 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.

1.1.130 Refinancing Penalties has the meaning given to that term in Clause 9.12.1 Refinancing penalties).

1.1.131 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.

1.1.132 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;

(d) the jurisdiction whose laws govern the perfection of any of the Transaction Security Documents entered into by it.

1.1.133 Repayment Date means each repayment date set out in Schedule 4 (Repayment Schedule).

1.1.134 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).

1.1.135 Representative means any representative, delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

1.1.136 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.

1.1.137 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

in each case to the extent that to do so is prohibited by, or would cause any breach of, Sanctions.

1.1.138 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.

1.1.139 Sanctions Authority means:

(a) the United Nations;

(b) the European Union;

(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.

1.1.140 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.

1.1.141 Screen Rate means:

(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.

1.1.142 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.

1.1.143 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.

1.1.144 Security Provider means a person, other than an Obligor, which grants Transaction Security.

1.1.145 SPA means the share purchase agreement dated 31 October, 2021 between, amongst others, Lesaka, Lesaka Technologies, Inc (formerly known as 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.

1.1.146 Subordination Agreement means a subordination agreement to be entered into between each Obligor, Lesaka and the Finance Parties.

1.1.147 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.

1.1.148 Target Company means each of:

(a) the Borrower;

(b) K2021;

(d) Ovobix.

1.1.149 Target Group means each Target Company and each of its Subsidiaries on the Acquisition Date.

1.1.150 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).

1.1.151 Term Facility means Facility A or Facility B.

1.1.152 Term Loan means a Facility A Loan or a Facility B Loan.

1.1.153 Total Commitments means the aggregate of:

(a) the Total Facility A Commitments;

(b) the Total Facility B Commitments;

being ZAR1,380,000,000 at the date of this Agreement.

1.1.154 Total Facility A Commitments means the aggregate of the Facility A Commitments, being ZAR700,000,000 at the date of this Agreement.

1.1.155 Total Facility B Commitments means the aggregate of the Facility B Commitments, being ZAR350,000,000 at the date of this Agreement and ZAR512,500,000 at the First Amendment and Restatement Date.

1.1.156 Total GBF Commitments means the aggregate of the GBF Commitments.

1.1.157 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.

1.1.158 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.

1.1.159 Transfer has the meaning given to that term in Clause 25 (Changes to the Lender).

1.1.160 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.

1.1.161 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.

1.1.162 Treasury Transactions means any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price.

1.1.163 Unpaid Sum means any sum due and payable but unpaid by an Obligor or any other Security Provider under the Finance Documents.

1.1.164 US means the United States of America.

1.1.165 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.

1.1.166 Utilisation means a utilisation of a Facility.

1.1.167 Utilisation Date means the date of a Utilisation, being the date on which the relevant Loan is to be made.

1.1.168 Utilisation Request means a notice substantially in the relevant form set out in Schedule 3 (Form of Utilisation Request).

1.1.169 VAT means:

(a) any value added tax as provided for in the Value Added Tax Act, 1991;

(b) any general service tax; and

1.1.170 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;

(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;

(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 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.

SECTION 2 THE FACILITIES

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 Total 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. 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 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.

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;

(d) providing a Lesaka Loan to Lesaka; and

(e) 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.

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 three Facility B Loans would be outstanding.

SECTION 3 UTILISATION

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 a 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.

SECTION 4 REPAYMENT, PREPAYMENT AND CANCELLATION

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.

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 ZAR5,000,000) 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, 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 ZAR5,000,000).

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.

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 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 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.

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 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):

(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 FacilitiesSweepPercentage	ShareholderSweepPercentage
[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%
Leverage Ratio	Term FacilitiesSweepPercentage	ShareholderSweepPercentage
---	---	---
[Column 1]	[Column 2]	[Column 3]
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).

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.

8.5.2 Unless the Borrower makes an election under Clause 8.5.4, 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, 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 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.

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.

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, 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 (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

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.

SECTION 5 COSTS OF UTILISATION

INTEREST

10.1 Calculation of interest

The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of the applicable:

10.1.1 Margin;

10.1.2 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, 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.

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.

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).

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 shall, with the prior consent of all the Lenders and the applicable Borrower, be binding on all Parties.

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.

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 ZAR4,800,000 (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.

13.1.3 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.

SECTION 6 ADDITIONAL PAYMENT OBLIGATIONS

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 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,

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 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, 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.

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, 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

14.7.2 If a Party confirms to another Party pursuant to Clause 14.7.1(a) 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 shall not oblige any Finance Party to do anything, and Clause 14.7.1(c) 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

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) (including, for the avoidance of doubt, where Clause 14.7.3 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;

(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

(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 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 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 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.

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.

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

(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.

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).

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:

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.

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 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.

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,

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.

SECTION 7 GUARANTEE

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

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 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;

(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.

SECTION 8 REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

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, 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,

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 contemplated 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.

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.

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.

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

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.

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.

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:

(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.

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 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, 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.

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);

(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

(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 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;

(g) deducting the amount of any trade payable in relation to any Excess Inventory;

(h) 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, K2020 and Cash Connect Capital.

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;

(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;

(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):

(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;

(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;

(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;

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, from the First Amendment and Restatement Date, 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

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.

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, 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
Thereafter	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, 2023:	2.50 : 1
Thereafter, each Measurement Period ending before or on 31 December, 2024:	3.00 : 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
Thereafter	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:

Measurement Period	Ratio
[Column 1]	[Column 2]
Each Measurement Period ending before or on 31 December, 2023:	3.50 : 1
Thereafter, each Measurement Period ending before or on 31 December, 2024:	3.25 : 1
Thereafter, each Measurement Period ending before or on 31 December, 2025:	2.75 : 1
Thereafter, each Measurement Period ending before or on 31 December, 2026:	2.50 : 1
Thereafter	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.

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.

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

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.

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

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 current, 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,

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

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 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 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 Facility Agent (acting on the instructions of the Lenders).

23.12.2 Clause 23.12.1 does not apply to any investment in any Joint Venture where:

(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).

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, 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 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, 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.

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, 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 does not apply to a Permitted Loan.

23.19 No guarantees or indemnities

23.19.1 Except as permitted under Clause 23.19.2, 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, 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 does not apply to a Permitted Distribution.

23.21 Financial Indebtedness

23.21.1 Except as permitted under Clause 23.21.2 (Financial Indebtedness), 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 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;

(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 Lesaka 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;

(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.

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, 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.

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 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).

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 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;

(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 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.

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

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.

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).

SECTION 9 CHANGES TO THE PARTIES

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

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;

(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:

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 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, 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

(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.

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, 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.

SECTION 10 THE FINANCE PARTIES

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, 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 shall not apply to any Transfer Certificate.

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

(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));

(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 or Clause 27.7.5, 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:

(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

27.10 Exclusion of liability

27.10.1 Without limiting Clause 27.10.2 (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 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, 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.

27.11.3 Clause ‎27.11.2 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 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 (and, to the extent applicable, shall use reasonable endeavours to appoint a successor Facility Agent pursuant to Clause 27.12.3) 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;

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) 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 and 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, electronic mail address (or such other information), department and officer by that Lender for the purposes of Clause 32.2 (Addresses) 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 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.

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.

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:

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.

SECTION 11 ADMINISTRATION

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:	506 190 16740
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:

(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;

(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).

30.5.3 Clauses 30.5.1 and 30.5.2 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, 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 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 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);

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.

SET-OFF

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 email or letter.

32.2 Addresses

32.2.1 The address and email address (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<br>Sandton<br>Johannesburg<br>Gauteng<br>2196
Email:	xxx
---	---
For the attention of:	Steven Heilbron

(b) in the case of the Facility Agent:

Address:	1 Merchant Place<br>14th Floor<br>Cnr Fredman Drive and Rivonia Road<br>Sandton, 2196
Email:	xxx
For the attention of:	Theresa Rheeder

Address:	1 Merchant Place<br>14th Floor<br>Cnr Fredman Drive and Rivonia Road<br>Sandton, 2196
Email:	xxx<br><br> <br>xxx<br><br> <br>xxx<br><br> <br>xxx<br><br> <br>xxx<br><br> <br>xxx
For the attention of:	Head of Transaction Management - Investment Banking Division

(d) in the case of the GBF Lender:

Address:	1 Merchant Place<br>14th Floor<br>Cnr Fredman Drive and Rivonia Road<br>Sandton, 2196
Email:	xxx<br><br> <br>xxx<br><br> <br>xxx<br><br> <br>xxx<br><br> <br>xxx<br><br> <br>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);

(f) 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, email address 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) when actually received (or made available) in readable form and, where it is received after 17:00, on the following day;

(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.

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, after 17h00. in the place of receipt shall be deemed only to become effective on the following day.

32.5 Notification of address and email address

Promptly upon receipt of notification of an address or email address or change of address or email address pursuant to Clause 32.2 (Addresses) or changing its own address or email address, the Facility Agent shall notify the other Parties.

32.6 English language

32.6.1 Any notice given under or in connection with any Finance Document must be in English.

32.6.2 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.

CALCULATIONS AND CERTIFICATES

33.1 Accounts

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

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.

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.

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:

(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;

(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) the definition of "Change of Control" in Clause 1.1.31 (Definitions), the definition of "Permitted Financial Indebtedness" in Clause 1.1.121 (Definitions), the definition of " Permitted Guarantee" in Clause 1.1.122 (Definitions), 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), , 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 Obligors), 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:

(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 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) 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.

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;

(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:

(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) 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

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.

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.

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. ****

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.

SOLE AGREEMENT

The Finance Documents constitute the sole record of the agreement between the Parties in regard to the subject matter thereof.

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.

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.

SECTION 12 GOVERNING LAW AND ENFORCEMENT

GOVERNING LAW

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by South African law.

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, 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.

SCHEDULE 1

THE ORIGINAL PARTIES

Part I

The Guarantors

****	Name of Guarantor	Jurisdiction ofIncorporation	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.	K2020 Connect (South Africa) Proprietary Limited	South Africa	2020/263969/07

The Original Term Lenders

Original TermLender	Address for Purposes of Clause 32 (Notices)
FirstRand Bank Limited (acting through its Rand Merchant Bank division)	Address: 1 Merchant Place<br>14th Floor<br>Cnr Fredman Drive and Rivonia Road<br>Sandton, 2196<br><br> <br>Email: xxx<br>xxx<br>xxx<br>xxx<br>xxx<br>xxx<br><br> <br>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)	ZAR550,000,000

SCHEDULE 2

CONDITIONS PRECEDENT

Part I Conditions Precedent to Initial Utilisation

OBLIGORS AND SECURITY PROVIDERS

1.1 A copy of the constitutional documents of the Obligors and each other Security Provider.

1.2 A copy of a resolution of the board of directors of the Obligors and each other Security Provider:

1.2.1 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;

1.2.3 authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and

1.2.4 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.

1.3 A specimen of the signature of each person authorised by the resolution referred to in paragraph 1.2 in relation to the Finance Documents and related documents.

1.5 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.

1.6 A certificate of each Obligor and each other Security Provider (signed by a director):

1.6.2 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.

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));

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.

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.

LESAKA FINANCING

Evidence that FirstRand Bank Limited (acting through its Rand Merchant Bank division) will provide financing to Lesaka 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.

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.

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.

KNOW YOUR CUSTOMER REQUIREMENTS

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.

An Accession Letter executed by the Additional Obligor and the Borrower.
A copy of the constitutional documents of the Additional Obligor.
A copy of a resolution of the board of directors of the Additional Obligor:

3.1 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;

3.2 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;

3.3 authorising a specified person or persons to execute the Accession Letter and other Finance Documents on its behalf;

3.5 authorising the Borrower to act as its agent in connection with the Finance Documents.

A specimen of the signature of each person authorised by the resolution referred to in paragraph 3.
A copy of a resolution signed by all the holders of the issued shares of the Additional Obligor:

5.1 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

5.2 to the extent required, approving the terms of, and the transactions contemplated by, the Finance Documents to which the Additional Obligor is a party.

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.
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.
If available, the latest audited financial statements of the Additional Obligor.
The following legal opinions, each addressed to the Facility Agent and the Lenders:

9.1 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;

9.2 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

9.3 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.

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).
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.
The following documents of title and related documents in relation to shares and other securities that are subject to Transaction Security:

12.1 the original share certificates (or applicable certificates of title in respect of other securities);

12.2 an original securities transfer form duly executed by the relevant Additional Obligor (undated and left blank as to the transferee);

12.3 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

12.4 all other documents of title required to be provided under the Transaction Security Documents.

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.
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.
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.
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.
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.

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)

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.
We wish to borrow 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

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.
The proceeds of this Loan should be credited to [account].
This Utilisation Request is irrevocable.

Yours faithfully

…………………………………

authorised signatory for

Cash Connect Management Solutions Proprietary Limited

SCHEDULE 4

REPAYMENT SCHEDULE

Repayment Date<br><br>[Column 1]	Facility A Repayment Instalment<br><br>[Column 2]	Facility B RepaymentInstalment<br>[Column 3]
31 March, 2026	ZAR0	ZAR31,250,000
30 June, 2026	ZAR0	ZAR31,250,000
30 September, 2026	ZAR0	ZAR31,250,000
31 December, 2026	ZAR0	ZAR31,250,000
31 March, 2027	ZAR0	ZAR37,500,000
30 June, 2027	ZAR0	ZAR37,500,000
30 September, 2027	ZAR0	ZAR37,500,000
Final Maturity Date	ZAR700,000,000	ZAR275,000,000

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)

We refer to the Facilities Agreement. This is a Transfer Certificate.
Terms defined in the Facilities Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate.
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.

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.
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).
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.
This Transfer Certificate and any non-contractual obligations arising out of or in connection with it are governed by South African law.
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:

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.

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:

SCHEDULE 6

FORM OF ACCESSION LETTER

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)

We refer to:

1.1 the Facilities Agreement;

1.2 [the Subordination Agreement]; and

1.3 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).

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.
Terms defined in the Facilities Agreement have the same meaning in this Accession Letter unless given a different meaning in this Accession Letter.
With effect from the date of this Accession Letter:

4.1 [Subsidiary] agrees to become an Additional Guarantor and to be bound by the terms of:

4.1.1 the Facilities Agreement and the other Finance Documents as an Additional Guarantor pursuant to clause 26.2 (Additional Guarantors) of the Facilities Agreement;

4.1.2 the Obligor Pledge and Cession as an Additional Cedent pursuant to clause [19] (Additional Cedents) of the Obligor Pledge and Cession; and

4.1.3 [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;]

4.2 [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

4.3 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).

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]

[Subsidiary] is a company duly incorporated under the laws of [name of relevant jurisdiction] and is a limited liability company with registration number [●].
[Subsidiary's] administrative details for the purposes of the Finance Documents are as follows:

Address:

Email:

Fax:

Attention:

[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.
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.
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:<br>[Subsidiary]		For and on behalf of:<br>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:<br>[Facility Agent]	For and on behalf of:<br>[Facility Agent]
Name:	Name:
Office:		Office:
---	---	---	---
	(who warrants his authority)		(who warrants his authority)

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)

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.
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].

We set out below calculations establishing the figures in paragraph 2:

[●]

[We confirm that no Default is continuing.]*

Signed	…………………..	……………………..
	Director	Director
	Cash Connect ManagementSolutions Proprietary Limited	Cash Connect ManagementSolutions 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.

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)

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.
We propose raising a Cure Amount as follows:

2.1 Quantum of Cure Amount: ZAR[●]

2.2 Date of payment: [●], 20[●]

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 covenantratio<br>[Column 1]	Required<br>[Column 2]	As Calculated<br>(before Cure Amount)<br>[Column 3]	As Calculated<br>(after Cure Amount)<br>[Column 4]
Debt Service Cover	[●]:1	[●]:1	[●]:1
Interest Cover	[●]:1	[●]:1	[●]:1
Leverage Ratio	[●]:1	[●]:1	[●]:1

We set out below calculations establishing the figures in paragraph 3:

[●]

[We confirm that no Default is continuing.]*

Signed	…………………..	……………………..
	Director	Director
	Cash Connect ManagementSolutions Proprietary Limited	Cash Connect ManagementSolutions 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.

SCHEDULE 9

TRANSACTION SECURITY

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;

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.

Lesaka, 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.

SCHEDULE 10

ACCEPTABLE LENDERS

SA BANKS

Absa Bank Limited

The Standard Bank of South Africa Limited

Investec Bank Limited

FirstRand Limited

Nedbank Group Limited

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

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

SCHEDULE 11

DISCLOSURE SCHEDULE

SIGNATURE PAGE

THE BORROWER

/s/ Naeem Ebrahim Kola

For and on behalf of:<br>Cash Connect Management Solutions Proprietary Limited
Name:	Naeem Ebrahim Kola
Office:	Director
	(who warrants his authority)

SIGNATURE PAGE

THE GUARANTORS

/s/ Steven John Heilbron

For and on behalf of:<br>Cash Connect Rentals Proprietary Limited
Name:	Steven John Heilbron
Office:	Director
	(who warrants his authority)

SIGNATURE PAGE

THE GUARANTORS

/s/ Steven John Heilbron

For and on behalf of:<br>Deposit Manager Proprietary Limited
Name:	Steven John Heilbron
Office:	Director
	(who warrants his authority)

SIGNATURE PAGE

THE GUARANTORS

/s/ Naeem Ebrahim Kola

For and on behalf of:<br>Cash Connect Capital Proprietary Limited
Name:	Naeem Ebrahim Kola
Office:	Director
	(who warrants his authority)

SIGNATURE PAGE

THE GUARANTORS

/s/ Steven John Heilbron

For and on behalf of:<br>Main Street 1723 Proprietary Limited
Name:	Steven John Heilbron
Office:	Director
	(who warrants his authority)

SIGNATURE PAGE

THE GUARANTORS

/s/ Naeem Ebrahim Kola

For and on behalf of:<br>K2021477132 (South Africa) Proprietary Limited
Name:	Naeem Ebrahim Kola
Office:	Director
	(who warrants his authority)

SIGNATURE PAGE

THE GUARANTORS

/s/ Naeem Ebrahim Kola

For and on behalf of:<br>K2020 Connect Proprietary Limited
Name:	Naeem Ebrahim Kola
Office:	Director
	(who warrants his authority)

SIGNATURE PAGE

THE MINORITY SHAREHOLDERS

/s/ Naeem Ebrahim Kola

For and on behalf of:<br>Luxanio 227 Proprietary Limited
Name:	Naeem Ebrahim Kola
Office:	Director
	(who warrants his authority)

SIGNATURE PAGE

THE MINORITY SHAREHOLDERS

/s/ Naeem Ebrahim Kola

For and on behalf of:<br>Ovobix (RF) Proprietary Limited
Name:	Naeem Ebrahim Kola
Office:	Director
	(who warrants his authority)

SIGNATURE PAGE

THE ARRANGER

/s/ Kayleigh Spurway		/s/ Kedy Mazibuko
For and on behalf of:<br>FirstRand Bank Limited (acting through its Rand Merchant Bank division)		For and on behalf of:<br>FirstRand Bank Limited (acting through its Rand Merchant Bank division)
Name:	Kayleigh Spurway	Name:	Kedy Mazibuko
Office:	Authorised	Office:	Authorised
	(who warrants his authority)		(who warrants his authority)

SIGNATURE PAGE

THE FACILITY AGENT

/s/ Kayleigh Spurway		/s/ Kedy Mazibuko
For and on behalf of:<br>FirstRand Bank Limited (acting through its Rand Merchant Bank division)		For and on behalf of:<br>FirstRand Bank Limited (acting through its Rand Merchant Bank division)
Name:	Kayleigh Spurway	Name:	Kedy Mazibuko
Office:	Authorised	Office:	Authorised
	(who warrants his authority)		(who warrants his authority)

SIGNATURE PAGE

THE ORIGINAL TERM LENDER

/s/ Kayleigh Spurway		/s/ Kedy Mazibuko
For and on behalf of:<br>FirstRand Bank Limited (acting through its Rand Merchant Bank division)		For and on behalf of:<br>FirstRand Bank Limited (acting through its Rand Merchant Bank division)
Name:	Kayleigh Spurway	Name:	Kedy Mazibuko
Office:	Authorised	Office:	Authorised
	(who warrants his authority)		(who warrants his authority)

SIGNATURE PAGE

THE GBF LENDER

/s/ Kayleigh Spurway		/s/ Kedy Mazibuko
For and on behalf of:<br>FirstRand Bank Limited (acting through its Rand Merchant Bank division)		For and on behalf of:<br>FirstRand Bank Limited (acting through its Rand Merchant Bank division)
Name:	Kayleigh Spurway	Name:	Kedy Mazibuko
Office:	Authorised	Office:	Authorised
	(who warrants his authority)		(who warrants his authority)

Lesaka Technologies, Inc.: Exhibit 10.3 - Filed by newsfilecorp.com

Exhibit 10.3

AMENDMENT NO. 1 TO

SECURITIES PURCHASE AGREEMENT

This AMENDMENT NO. 1 (this "Amendment") to the SECURITIES PURCHASE AGREEMENT (the "Securities Purchase Agreement"), dated as of March 22, 2022, among LESAKA TECHNOLOGIES, INC. (formerly known as Net1 UEPS Technologies Inc.), a public company incorporated in the State of Florida (the "Company") LESAKA TECHNOLOGIES PROPRIETARY LIMITED (formerly known as Net1 Applied Technologies South Africa Proprietary Limited", a private company incorporated in the Republic of South Africa "), 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, is dated as of March 16, 2023. Unless otherwise defined herein or the context otherwise requires, capitalized terms used herein and defined in the Securities Purchase Agreement shall be used herein as therein defined.

WHEREAS, in connection with certain discussions with VCP, the Company desires to amend the Securities Purchase Agreement as provided herein.

NOW, THEREFORE, in consideration of the promises and the mutual representations, warranties, covenants and agreements set forth in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1. AMENDMENT. The definition of "Maturity Date" contained in the Securities Purchase Agreement is hereby deleted in its entirety and replaced with the following:

"Maturity Date" means December 31, 2025.

2. ADDITIONAL COMMITMENT FEE. In addition to any amount already paid pursuant to Section 4(a) of the Securities Purchase Agreement, the Company shall pay VCP, for the benefit of the Purchasing Funds, an additional commitment fee in an amount equal to Seven Million Seven Hundred And Fifty Thousand South African Rand (ZAR 7,750,000), 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 in accordance with the following schedule:

40% no later than five Business Days from the date of execution of this Amendment

30% on March 31, 2024; and

30% on March 31, 2025.

3. REPRESENTATIONS AND WARRANTIES

(a) VCP Bring Down. VCP hereby makes the representations and warranties to the Company as set forth in Section 2 of the Securities Purchase Agreement (as amended hereby) as if such representations and warranties were made as of the date hereof and set forth in their entirety in this Amendment.

(b) Company Bring Down. The Company hereby makes the representations and warranties to VCP as set forth in Section 3 of the Securities Purchase Agreement (as amended hereby) as if such representations and warranties were made as of the date hereof and set forth in their entirety in this Amendment.

4. MISCELLANEOUS

(a) Waiver of Consent to Modification of Financing Agreements. VCP hereby waives any rights or claims it may have with respect to Section 4(f) of the Securities Purchase Agreement in connection with any amendments to the agreements containing the Loan Facilities entered as of or prior to the date of this Amendment.

(b) Acknowledgement; Reaffirmation of Obligations; Consent. The parties hereto hereby confirm and agree that except as set forth in Section 1 above, the Securities Purchase Agreement is, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects.

(c) General. Section 7(a) of the Securities Purchase Agreement is hereby incorporated by reference herein, mutatis mutandis.

(d) Counterparts. This Amendment 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 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 signature.

[The remainder of the page is intentionally left blank]

IN WITNESS WHEREOF, VCP, Net1 SA and the Company have caused their respective signature page to this Amendment to the Securities Purchase Agreement to be duly executed as of the date first written above.

COMPANY:
LESAKA TECHNOLOGIES, INC.
By:	/s/ Naeem Ebrahim Kola
	Name: Naeem Ebrahim Kola
	Title: Director
NET1 SA:
---	---
LESAKA TECHNOLOGIES PROPRIETARY LIMITED
By:	/s/ Lincoln Camagu Mali
	Name: Lincoln Camagu Mali
	Title: Director
VCP AND THE FUNDS:
---	---
VALUE CAPITAL PARTNERS PROPRIETARY LIMITED, FOR ITSELF AND IN ITS CAPACITY AS INVESTMENT MANAGER OF THE FUNDS
By:	/s/ Samuel Sithole
	Name: Samuel Sithole
	Title:CEO