Lesaka 10Q 2022 Q3 Quarterly report | LSAK Filing

(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

(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;

(c)

First National Bank of Botswana Limited, Bank Gaborone Limited and

Absa Bank Botswana Limited;

(d)

a bank

or financial

institution which

has an

international rating

for its

long-term unsecured

and non-credit

enhanced debt obligations

of A+

or higher by

Standard & Poor's

Ratings Services or

A1 or higher

by Moody's

Investor Services Limited, or a comparable rating from

an internationally recognised credit rating agency; or

(a)

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

1.1.3

Accession Letter

means, in respect of

an Additional Guarantor, a document substantially in

the form set out

in Part

I of

Schedule 6

(

Form of Accession Letter

1.1.4

Accounting Reference Date

means:

(a)

from the Closing Date until 28 February,

2022, the last day of February each year;

(b)

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

agreed by the Facility Agent).

1.1.5

Acquisition

means the purchase

by Net1 of

the shares and

claims in the

Target

Companies from

the "Sellers" as

defined in the SPA.

]

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

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

(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

authorisation,

consent,

approval,

resolution,

licence,

exemption,

filing,

notarisation

registration.

1.1.14

Availability

Period

means, in relation

to a Term

Facility,

the period from

and including the

Closing Date to

and

including the date falling two weeks from the Closing Date.

1.1.15

Available Commitment

means, in relation to a Term

Facility, a Lender's Commitment under

that Facility minus:

(a)

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

(b)

in relation to

any proposed Utilisation,

the amount of

its participation in

any other Loans

that are due

to be

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

1.1.16

Available Facility

means, in relation

to a Term Facility, the aggregate

for the time

being of each

Lender's Available

Commitment in respect of that Facility.

1.1.17

Base Case Model

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

to the Closing Date.

1.1.18

Base Rate

means for an Interest

Period of the

Loan or Unpaid Sum,

JIBAR, or for an

Interest Period of the

Loan

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

Broken JIBAR Period

), the rate

determined in accordance with the following formula:

where:

the Base Rate;

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

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

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

the number of days in the Broken JIBAR Period;

the

number

of days

the period

for

which

is quoted

on the

first

day

the Broken

JIBAR

Period;

the

number

of days

the period

for

which

is quoted

on the

first

day

the Broken

JIBAR

Period.

1.1.19

BEE

Party

means

juristic

person,

trust

entity

respect

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

(

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

(

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

above) immediately

available to

be applied

repayment or prepayment of the Facilities.

1.1.27

Cash Connect Capital

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

company registered under the laws of South Africa.

1.1.28

Cash Equivalent Investments

means at any time:

(a)

certificates

deposit

maturing

within

days

after

the

relevant

date

calculation

and

issued

Acceptable Bank;

(b)

commercial paper not convertible or exchangeable to any other security:

(i)

for which a recognised trading market exists;

(ii)

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

(iii)

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

by Fitch Ratings

Ltd or P-1

or higher by

Moody's Investors Service

Limited, or, if no

rating is available

in respect of the commercial

paper, the issuer of

which has, in respect of its long

-term unsecured and

non-credit enhanced debt obligations, an equivalent rating;

(c)

any investment in:

(i)

money

market

collective

investment

scheme

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

above,

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

(d)

any other debt security approved by the Lenders,

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

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

Security Documents).

1.1.29

Cashflow

has the meaning given to that term in Clause

(

1.1.30

Change of Control

means, in respect

of the Borrower, Net1

ceases to

directly or indirectly

have the power

(whether

by way of ownership of shares, proxy,

contract, agency or otherwise) to:

(a)

cast, or control the casting of:

(i)

before

any

Permitted

BEE

Transaction,

100

per

cent.

the

votes

that

might

cast

general

meeting of the Borrower;

(ii)

after

any

Permitted

BEE

Transaction,

75.00

per

cent.

the

votes

that

might

cast

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.

1.1.31

Closing Date

means

the date

on which

the Facility

Agent

issues the

notice

contemplated

by Clause

(

Initial

conditions precedent)

1.1.32

Code

means the US Internal Revenue Code of 1986.

1.1.33

Commitment

means:

(a)

a Facility A Commitment;

(b)

a Facility B Commitment;

(c)

a GBF Commitment.

1.1.34

Compliance Certificate

means a certificate

substantially in the

form set out

Schedule 7

(

Form of Compliance

Certificate

1.1.35

Confidential

Information

means

all

information

relating

the

Group,

any

other

Obligor,

the

Acquisition

Documents, the Acquisition,

the Finance Documents

or a Facility

of which a

Finance Party becomes

aware in its

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

or for the purpose of becoming a Finance Party under,

the Finance Documents or a Facility from either:

(a)

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

(b)

another Finance Party,

if the information was obtained by

that Finance Party directly or indirectly

from any

member of the Group or any of its advisers,

in whatever

form,

and includes

information

given orally

and any

document,

electronic file

any

other

way of

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

such information but excludes:

(i)

information that:

(A)

is or becomes

public information

other than as

a direct or

indirect result of

any breach by

that

Finance Party of Clause

(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

above or

is lawfully

obtained by

that Finance

Party after

that date,

from a source

which is, as far

as that Finance

Party is aware,

unconnected with the

Group and

which, in either

case, as far as

that Finance Party

is aware, has not

been obtained in

breach of,

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

1.1.36

Confidentiality

Undertaking

means

confidentiality

undertaking

substantially

recommended

form

of the

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

1.1.37

Default

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

(Events of Default) which

would (with the expiry of

a grace period, the giving of

notice, the making of any determination

under the Finance

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

1.1.38

Deposit Manager

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

registered under the laws of South Africa.

1.1.39

Disclosure Schedule

means the disclosure schedule set out in

(

1.1.40

Disposal

has the meaning given to that term in Clause

Disposal and Insurance Proceeds

(

1.1.41

Disruption Event

means:

(a)

a material disruption

to those payment or

communications systems or to

those financial markets which

are,

each

case,

required

operate

order

for

payments

made

connection

with

the

Facilities

(or

otherwise

order

for

the

transactions

contemplated

the Finance

Documents

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;

(ii)

from communicating with other Parties in accordance with the terms of

the Finance Documents,

and which (in either such case) is

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

operations are

disrupted.

1.1.42

EBITDA

has the meaning given to that term in Clause

(

1.1.43

Eligible Institution

means any

Lender or

other bank,

financial institution,

trust, fund

or other

entity selected

the Borrower.

1.1.44

Environment

means humans,

animals, plants

and all

other living

organisms including

the ecological

systems of

which they form part and the following media:

(a)

air

(including,

without

limitation,

air

within

natural

man-made

structures,

whether

above

below

ground);

(b)

water (including,

without limitation,

territorial,

coastal and

inland

waters, water

under or

within land

and

water in drains and sewers); and

(c)

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

1.1.45

Environmental

Claim

means any

claim, proceeding,

formal notice

or investigation

by any

person in

respect of

any Environmental Law.

1.1.46

Environmental Law

means any applicable law or regulation which relates to:

(a)

the pollution or protection of the Environment;

(b)

the conditions of the workplace; or

(c)

the generation,

handling, storage,

use, release

or spillage

of any

substance which,

alone or

in combination

with any other, is capable of causing harm

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

1.1.47

Environmental

Permits

means any

permit

and other

Authorisation

and

the filing

of any

notification,

report or

assessment required under

any Environmental Law

for the operation of

the business of any

member of the Group

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

Group.

1.1.48

Equity Cure Proceeds

has the meaning given to that term in Clause

22.4.1(b)(i)

(

Equity Cure

1.1.49

Event of Default

means any event or circumstance specified as such in Clause

(Events of Default).

1.1.50

Excess Cashflow

, on an Excess Cashflow

Measurement Date, means the

Cash and Cash Equivalents Investments

balances of the Group:

(a)

minus

all proceeds received

in cash by any

member of the Group

in respect of the

disposal of an asset

or a

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

member

of the

Group,

adopted and

passed within

90 days

of receipt

of those

proceeds,

are to

be applied

within 180

days of

receipt to

replace an

asset or

insurance or

disposal proceeds

offered and

not applied

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;

(c)

minus

ZAR25,000,000.

1.1.51

Excess Cashflow Measurement

Date

means the last day of the

Financial Year

and the last day of each

Financial

Half-Year

1.1.52

Existing Absa

Financial Indebtedness

means the

existing Financial

Indebtedness owing

to Absa

Bank Limited

disclosed in the Disclosure Schedule and of which:

(a)

"Facility A",

"Facility B",

"Facility C",

the "Overdraft

Facility" and

the "Asset

Finance Facility"

shall be

refinanced in full on the first Utilisation Date; and

(b)

the remainder

shall be

refinanced in

full within

60 days

of the

Closing Date

or such

later

date as

may be

agreed by the Facility Agent acting reasonably.

1.1.53

Existing Financial Indebtedness

means the existing Financial Indebtedness disclosed in the Disclosure Schedule.

1.1.54

Facility

means a Term Facility or

the GBF Facility.

1.1.55

Facility

means

the

term

loan

facility

made

available

under

this

Agreement

described

Clause

(

THE

FACILITIES

1.1.56

Facility A Commitment

means:

(a)

relation

Original

Term

Lender,

the

amount

set

opposite

its

name

under

the

heading

"Facility

Commitment" in Part II

(

The Original

) and the amount of

any other Facility A Commitment

transferred to it under this Agreement; and

(b)

relation

any

other

Lender,

the

amount

any

Facility

Commitment

transferred

under

this

Agreement,

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

1.1.57

Facility A

Loan

means a

loan made

or to

be made

under Facility

A or

the principal

amount outstanding

for the

time being of that loan.

1.1.58

Facility

means

the

term

loan

facility

made

available

under

this

Agreement

described

Clause

(The

Facilities).

1.1.59

Facility B Commitment

means:

(a)

relation

Original

Term

Lender,

the

amount

set

opposite

its

name

under

the

heading

"Facility

Commitment" in Part II

(

The Original

) and the amount of

any other Facility B Commitment

transferred to it under this Agreement; and

(b)

relation

any

other

Lender,

the

amount

any

Facility

Commitment

transferred

under

this

Agreement,

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

1.1.60

Facility B

Loan

means a

loan made

or to

be made

under Facility

B or

the principal

amount outstanding

for the

time being of that loan.

1.1.61

FATCA

means:

(a)

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

(b)

any treaty, law or regulation of any

other jurisdiction, or relating to

an intergovernmental agreement between

the

and

any

other

jurisdiction,

which

(in

either

case)

facilitates

the

implementation

any

law

regulation referred to in paragraph

above; or

(c)

any agreement pursuant

to the implementation

of any treaty,

law or regulation

referred to in paragraphs

above

with the

US Internal

Revenue

Service,

the US

government

or any

governmental

or taxation

authority in any other jurisdiction.

1.1.62

FATCA

Application Date

means:

(a)

relation

withholdable

payment

described

section

1473(1)(A)(i)

the

Code

(which

relates

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

above, the first

date from which

such payment may

become subject to

a deduction or

withholding required

by FATCA.

1.1.63

FATCA

Deduction

means a

deduction

or withholding

from a

payment under

a Finance

Document

required by

FATCA.

1.1.64

FATCA

Exempt Party

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

Deduction.

1.1.65

Fee Letter

means:

(a)

any letter or

letters dated on

or about the

date of this

Agreement between

the Arranger and

a Borrower (or

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

(Fees); and

(b)

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

Finance Document.

1.1.66

Final Maturity

Date

means, in relation

to Facility A

and Facility B,

the date falling

five years

from the

Closing

Date.

1.1.67

Finance Document

means:

(a)

this Agreement;

(b)

each Transaction Security Document;

(c)

the Funds Flow and Release Agreement;

(d)

each GBF Document;

(e)

any Accession Letter;

(f)

any Compliance Certificate;

(g)

any Fee Letter;

(h)

any Resignation Letter;

(i)

any Utilisation Request; or

(j)

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

and a Borrower.

1.1.68

Finance Lease

has the meaning given to that term in Clause

(

1.1.69

Finance Party

means:

(a)

the Facility Agent;

(b)

the Arranger; or

(c)

a Lender.

1.1.70

Financial Indebtedness

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

(a)

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

institutions;

(b)

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

dematerialised equivalent);

(c)

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

stock or any similar instrument;

(d)

the amount of any liability in respect of Finance Leases;

(e)

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

non-recourse basis

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

SMEs (as applicable));

(f)

any Treasury Transaction

(and, when calculating the value of that Treasury

Transaction, only the marked to

market

value

(or,

any

actual amount

is due

result

the

termination

close-out of

that

Treasury

Transaction, that amount) shall be taken

into account);

(g)

without

double

counting,

any

counter-indemnity

obligation

respect

guarantee,

bond,

standby

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

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

borrowing

otherwise

classified

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

(j)

above.

1.1.71

Financial Half-Year

has the meaning given to that term in Clause

(

1.1.72

Financial Year

has the meaning given to that term in Clause

(

1.1.73

GBF Agreement

means:

(a)

the Original GBF Agreement; or

(b)

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

terms on which a GBF Facility is to be provided.

1.1.74

GBF Commitment

means the Original

GBF Commitment, to

the extent not

cancelled or reduced

under the GBF

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

of the Finance Documents).

1.1.75

GBF Document

means:

(a)

a GBF Agreement; or

(b)

a document

(including

a document

in electronic

format only)

entered

into from

time to

time between

the

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

as part of the GBF Facility.

1.1.76

GBF

Facility

means:

(a)

the Original GBF Facility; or

(b)

any other direct

and indirect general

banking facility provided

by the GBF Lender

to a Borrower

under the

GBF Agreement.

1.1.77

Group

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

being.

1.1.78

Guarantor

means:

(a)

each Original Guarantor; or

(b)

any other Additional Guarantor.

1.1.79

Holding Company

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

1.1.80

IFRS

means

international

accounting

standards

within the

meaning

of IAS

Regulation

1606/2002

the extent

applicable to the relevant financial statements.

1.1.81

Intellectual Property

means:

(a)

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

copyrights, database rights, design rights,

domain names, moral

rights, inventions, confidential

information, knowhow and

other intellectual property

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

and

(b)

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

in the future subsist).

1.1.82

Interest Payment Date

means each of 31 March, 30 June, 30 September

and 31 December, and the Final Maturity

Date.

1.1.83

Interest

Period

means,

relation

Loan,

each

period

determined

accordance

with

Clause

(Interest

Periods)

and,

relation

Unpaid

Sum,

each

period

determined

accordance

with

Clause

10.3

(Default

interest).

1.1.84

Internally

Generated

Cash

means

funds

generated

from

the

operating

activities

the

Group

the

ordinary

course of business

but excluding,

for the avoidance

of doubt, any

Equity Cure Proceeds

and any proceeds

of any

Financial Indebtedness raised from any Refinancing.

1.1.85

JIBAR

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

(a)

the applicable Screen Rate; or

(b)

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

rates (rounded upwards to four decimal places), as

supplied to the Facility Agent at

its request, quoted by the

Reference Banks to leading banks

in the Johannesburg interbank

market, as of 11h00 on

the Quotation Day

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

that Interest Period.

1.1.86

JIBAR Overnight Deposit Rate

means:

(a)

the applicable Screen Rate; or

(b)

(if no Screen

Rate is available)

the arithmetic

mean of

the rates (rounded

upwards to four

decimal places),

supplied

the

Facility

Agent

its

request,

quoted

the

Reference

Banks

leading

banks

the

Johannesburg interbank

market, as of 11h00

on the Quotation

Day for the offering

of overnight deposits

Rand.

1.1.87

Joint Venture

means any joint

venture entity,

partnership or similar

person, comprising an

association of two

more persons

to undertake

a business

enterprise through

a combination

of assets

and/or expertise,

the ownership

of, or

other interest in,

which does

not require

any member of

the Group

to consolidate the

results of that

person

with its own as a Subsidiary.

1.1.88

K2020

means K2020263969 (South

Africa)

Proprietary Limited (registration

number 2020/263969/07), a

company

registered under the laws of South Africa.

1.1.89

K2020 Facility Agreement

means the facility agreement dated on

or about 15 February, 2021 between K2020 and

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

1.1.90

K2021

means K2021477132 (South

Africa) Proprietary Limited

(registration number 2021/477132/07), a

company

registered under the laws of South Africa.

1.1.91

K2021

Consent

means

the

consent

given

FirstRand

Bank

Limited

(acting

through

its Rand

Merchant

Bank

division) to K2021 to enter into this Agreement.

1.1.92

Kazang

Prepaid

means Kazang

Prepaid (Proprietary)

Limited (registration

number

CO2017/2253),

a company

registered under the laws of Botswana.

1.1.93

Lender

means:

(a)

any Original Term

Lender;

(b)

the GBF Lender; or

(c)

any

bank,

financial

institution,

trust,

fund

other

entity

which

has

become

Party

"Lender"

accordance with Clause

(Changes to the Lenders),

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

1.1.94

LMA

means the Loan Market Association.

1.1.95

Loan

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

or the principal amount outstanding for the time being of

that loan.

1.1.96

Margin

means:

(a)

in relation to any Facility A Loan:

(i)

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

annum;

(ii)

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

annum;

(iii)

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

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

detailed above plus 2.00 per cent.

(b)

in relation to any Facility B Loan:

(i)

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

annum;

(ii)

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

annum;

(iii)

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

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

detailed above plus 2.00 per cent.

(c)

in relation to any Unpaid Sum

relating or referable to a Facility,

the rate per annum specified above for

that

Facility; and

(d)

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

1.1.97

Luxanio

means

Luxanio

227

Proprietary

Limited

(registration

number

2018/605739/07),

company

registered

under the laws of South Africa.

1.1.98

Main Street 1723

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

registered under the laws of South Africa.

1.1.99

Material Adverse Effect

means the occurrence

of any event or

circumstance or the

change in any circumstances

which, in the reasonable opinion of the Lender,

is likely to have a material adverse effect on:

(a)

the business, operations, property,

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

(b)

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

to which it is a party; or

(c)

the validity

or enforceability of

any of, or

the effectiveness

or ranking of

any Transaction

Security granted

purporting

granted

pursuant

any

of,

the

Finance

Documents

the

rights

remedies

any

Finance Party under any of the Finance Documents.

1.1.100

Material Subsidiary

means a Subsidiary of the Borrower

whose gross assets, EBITDA (as defined

in this Clause

below) or total

revenue equal or exceed

5.00 per cent. or

more of the gross

assets, Consolidated EBITDA

or total

revenue of the Group.

For this purpose:

(a)

the gross assets, EBITDA

or total revenue of a

Subsidiary of the Borrower

will be determined using

the latest

audited consolidated financial statements of the Borrower;

(b)

if a

Subsidiary of

the Borrower

becomes a

member of

the Group after

the date on

which the

latest audited

consolidated

financial statements

of the

Borrower

have been

prepared,

the gross

assets, EBITDA

or total

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

statements;

(c)

the

gross

assets,

Consolidated

EBITDA

total

revenue

of the

Group

will be

determined

from

the latest

audited consolidated financial statements of the Borrower;

(d)

the

EBITDA

Subsidiary

(or

company

business

subsequently

acquired

disposed

of)

will

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

(Financial Definitions)),

except

that

references

the

Borrower

will

construed

references

that

Subsidiary,

company

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;

(iv)

any member of the Group to

which an Obligor or a

Material Subsidiary disposes of all or

any substantial part

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

1.1.101

Measurement Date

has the meaning given to that term in Clause

(

1.1.102

Measurement Period

has the meaning given to that term in Clause

(

1.1.103

Month

means a period starting

on one day in

a calendar month and ending

on the numerically corresponding

day

in the next calendar month, except that:

(a)

(subject to paragraph

Validity and admissibility in evidence

below) if the numerically corresponding

day is not a

Business Day, that period shall

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

is not, on the immediately preceding Business Day;

(b)

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

end, that period

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

(c)

if an

Interest Period

begins on

the last

Business Day

of a calendar

month, that

Interest Period

shall end on

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

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

1.1.104

Net1

means Net1 Applied Technologies

South Africa Proprietary Limited

(registration number 2002/031446/07),

a company registered under the laws of South Africa.

1.1.105

Net1 Loan

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

1.1.106

New Lender

has the meaning given to that term in Clause

(Changes to the Lenders).

1.1.107

Obligor

means a Borrower or a Guarantor.

1.1.108

Original Financial Statements

means the audited financial statements

of the Borrower for its

financial year ended

28 February, 2021.

1.1.109

Original

GBF

Agreement

means

the

general

banking

facility

agreement

dated

about

the

date

this

Agreement between

the Borrower

and the

GBF Lender,

to regulate

the terms

on which

the GBF Facility

is to

provided to the Borrower.

1.1.110

Original GBF Commitment

means ZAR247,960,000.

1.1.111

Original GBF

Facility

means each

direct and

indirect working

capital facility provided

by the

GBF Lender

to a

Borrower under the Original GBF Agreement.

1.1.112

Original Jurisdiction

means, in

relation to

an Obligor,

the jurisdiction under

whose laws it

is incorporated

as at

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

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

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

1.1.113

Ovobix

means

Ovobix

(RF)

Proprietary

Limited

(registration

number

2013/068120/07),

company

registered

under the laws of South Africa.

1.1.114

Party

means a party to this Agreement.

1.1.115

Permitted Acquisition

means:

(a)

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

(b)

any acquisition of shares

and claims which,

is on arm's

length terms provided that

the Borrower has

delivered

a certificate (signed by a

director of the Borrower) to

the Facility Agent not later

than 10 Business Days

prior

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

(i)

confirming the subject matter of the proposed acquisition;

(ii)

confirming that the acquisition made from Internally Generated Cash or

New Shareholder Injection;

(iii)

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

(iv)

including a

Compliance Certificate

setting out

(in reasonable

detail) computations

as to

compliance

with Clause

(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;

(c)

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

of Kazang Prepaid;

(d)

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

1.1.116

Permitted BEE Transaction

means any acquisition

of shares or interests

by or disposal of

shares or interest to

BEE Party, provided that the transaction is concluded in

order to comply with the

requirements of the Group or any

member thereof

under an applicable

code of good

practice issued in

terms of section

9 of the

Broad Based Black

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

the Facility Agent.

1.1.117

Permitted Disposal

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

(a)

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

the ordinary course of trading of the disposing

entity;

(b)

of assets

(other

than

shares, businesses,

Intellectual

Property)

in exchange

for other

assets comparable

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

asset for cash);

(c)

of obsolete or redundant vehicles, plant and equipment for

cash;

(d)

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

Investments;

(e)

constituted by a licence of intellectual property rights permitted by

Clause

23.25

(Intellectual Property);

(f)

contemplated in the Acquisition Documents;

(g)

arising as a result of any Permitted Security;

(h)

a disposal pursuant to a Permitted BEE Transaction

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

(i)

any

Disposal

entered

into

with

the

express

prior

consent

the

Facility

Agent,

provided

that

(a)

the

consideration

for

the

Disposal,

when

aggregated

with

the

consideration

any

other

Disposals

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

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

1.1.118

Permitted Distribution

means:

(a)

the payment of

a distribution by

Subsidiaries of the

Borrower to the

direct shareholders of

such Subsidiary

pro rata to the ordinary shareholding;

(b)

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

shareholders of such Subsidiary pro

rata to the ordinary shareholding;

(c)

the payment of fees and charges by K2020 to the Borrower

in the ordinary course of business;

(d)

the

payment

fees

and

charges

Deposit

Manager

and

Cash

Connect

Capital

the

Borrower

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)

Default

is continuing

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

Compliance

Certificate

setting

out

(in

reasonable

detail)

computations

compliance with Clause

(Financial Covenants) prior to, immediately following the payment

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

distribution;

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

(f)

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

1.1.119

Permitted Financial Indebtedness

means Financial Indebtedness:

(a)

arising under the Finance Documents;

(b)

arising under the K2020 Facility Agreement;

(c)

disclosed in the Disclosure Schedule;

(d)

shareholder loans subordinated on terms acceptable to the Facility Agent;

(e)

arising under any Finance Lease;

(f)

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

(g)

trade credit extended

to an Obligor

or a member

of the Group

which is entered

into on normal

commercial

terms and

in the

ordinary course

of its

trading activities

and which

has a

credit term

of not

more than

days;

(h)

any

Financial Indebtedness

arising under

unsecured general

or short

term banking

facilities provided

to a

member of the Group by another bank or

financial institution, provided that the maximum aggregate amount

Financial

Indebtedness

under

this paragraph

(h)

together with

the

aggregate

amount of

any

guarantees

under

Clause

1.1.120(e)

does not

exceed

ZAR40,000,000

(or its

equivalent

in any

other currency)

at any

time;

(i)

incurred pursuant to a Refinancing permitted in terms of Clause

9.11;

(j)

incurred with the express prior consent of the Facility Agent.

1.1.120

Permitted Guarantee

means:

(a)

any guarantee given in terms of the Finance Documents;

(b)

any guarantee given in terms of the K2020 Facility Agreement;

(c)

any guarantee of a Joint Venture

to the extent permitted by Clause

23.12.1(b)

(

Joint ventures

);

(d)

any guarantees disclosed in the Disclosure Schedule;

(e)

any

guarantee

given

the

Borrower,

provided

that

the

maximum

aggregate

amount

Financial

Indebtedness

under

Clause

1.1.119(h)

together

with

the

aggregate

amount

any

guarantees

under

this

paragraph

1.1.120(e)

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

(f)

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

1.1.121

Permitted Loan

means:

(a)

the Net1 Loan;

(b)

any loan disclosed in the Disclosure Schedule;

(c)

any

trade credit

extended by

any

member of

the Covenant

Group to

its customers

on normal

commercial

terms and in

the ordinary course of

its trading activities

and on payment

terms not exceeding

90 days or,

applicable,

such

longer periods

relation

to payment

arrangements

made

a member

the

Covenant

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

(d)

any loans made by Main

Street 1723 to its

customers in the ordinary course of

its business up to an

aggregate

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

Facility Agent;

(e)

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

of its business;

(f)

subordinated loans or other

subordinated debt instruments in

the members of the Group,

provided that such

subordinated

loans

other

subordinated

debt

instruments

are

subordinated

terms

acceptable

the

Facility Agent; or

(g)

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

1.1.122

Permitted Security

means:

(a)

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

not as a result of any default or

omission by any member of the Group;

(b)

any Security arising pursuant to the Finance Documents;

(c)

any Security or

Quasi-Security which is

existing prior to

the date

of this

Agreement, which has

been disclosed

the

Facility

Agent

the

Disclosure

Schedule,

and

which

only

secures

indebtedness

under

facilities

outstanding at the date of

this Agreement, if the original

principal amount or original facility

thereby secured

is not increased after the date of this Agreement;

(d)

any

netting

set-off

arrangement

entered

into

any

Obligor

the

ordinary

course

its

banking

arrangements for the purpose of netting debit and credit balances of

Obligors;

(e)

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

Indebtedness;

(f)

any payment or close out

netting or set-off arrangement

pursuant to any Treasury

Transaction comprised in

Permitted

Financial

Indebtedness,

excluding

any

Security

Quasi-Security

under

credit

support

arrangement;

(g)

any

Security

Quasi-Security

securing

indebtedness,

which

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;

(h)

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

1.1.123

Quasi-Security

has the meaning given to that term in Clause

23.15

(Negative pledge).

1.1.124

Quotation Day

means, in relation to any period

for which an interest rate is to

be determined, the first day of

that

period

such

other

day

the

Facility

Agent

determines

generally

treated

as the

rate

fixing

day

market

practice in the Johannesburg interbank market.

1.1.125

Reference Bank Quotation

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

1.1.126

Reference

Banks

means

the

principal

Johannesburg

offices

of Absa

Bank

Limited,

FirstRand

Bank

Limited,

Investec Bank

Limited, Nedbank

Limited and The

Standard Bank of

South Africa Limited,

or such other

entities

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

1.1.127

Refinancing

means the repayment,

prepayment, cancellation

or replacement

of any of

the Facilities (in

whole or

in part) funded,

directly or indirectly,

by way of

the incurrence by a

Borrower or any

other member of

the Group

of Financial

Indebtedness or

the issue

of redeemable

preference shares

by the

Borrower or

any other

member of

the Group, and

Refinance

and

Refinanced

shall be construed accordingly.

1.1.128

Refinancing Penalties

has the meaning given to that term in Clause

9.12.1

Refinancing penalties

1.1.129

Fund

relation

fund

(the

first

fund

means

fund

which

managed

advised

the

same

investment manager or

investment adviser as

the first fund or,

if it is managed

by a different

investment manager

or investment

adviser,

a fund

whose investment

manager or

investment adviser

is an

Affiliate of

the investment

manager or investment adviser of the first fund.

1.1.130

Relevant Jurisdiction

means, in relation to an Obligor:

(a)

its Original Jurisdiction;

(b)

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

to the Transaction Security to be created

by it is situated;

(c)

any jurisdiction where it conducts its business; or

(d)

the jurisdiction whose laws govern the perfection of any of

the Transaction Security Documents entered into

by it.

1.1.131

Repayment Date

means each repayment date set out in

Schedule 4

(

REPAYMENT

SCHEDULE

1.1.132

Repeating

Representations

means

each

the

representations

set

out

Clause

20.1

(

Status

)

Clause

20.5

(

), Clause

20.7

(

Governing law and enforcement

), Clause

(

Clause

) (other than Clause

(

) and Clause

(

)

to Clause

20.27

(

No adverse consequences

1.1.133

Representative

means any

representative, delegate,

agent, manager,

administrator,

nominee, attorney,

trustee or

custodian.

1.1.134

Sanctioned Entity

means:

(a)

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

(b)

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

to Sanctions.

1.1.135

Sanctioned Transaction

means the

use of

the proceeds

of any

of the

Facilities for

the purpose

of financing

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.

1.1.136

Sanctions

means

trade,

economic

financial

sanctions,

laws,

regulations,

embargoes

restrictive

measures

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

1.1.137

Sanctions Authority

means:

(a)

the United Nations;

(b)

the European Union;

(c)

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

(d)

the government of the United States of America;

(e)

the government of the United Kingdom;

(f)

the government of the Republic of France;

(g)

the government of Switzerland;

(h)

the government of the Commonwealth of Australia,

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

Control for the US Department

of Treasury (

OFAC

), the US Department of Commerce,

the US State Department

or the US Department of the Treasury,

Her Majesty's Treasury (

HMT

) and the French Ministry of Finance.

1.1.138

Sanctions List

means:

(a)

the Specially Designated Nationals and Blocked Persons List maintained

by OFAC;

(b)

the Consolidated List of Financial Sanctions Targets

and the Investments Ban List maintained by HMT,

and

any

similar

list

maintained,

public

announcement

Sanctions

designation

made,

any

Sanctions

Authority, in each case

as amended, supplemented or substituted from time to time.

1.1.139

Screen Rate

means:

(a)

for

JIBAR, the

Johannesburg

Interbank

Agreed

Rate,

polled

and

published

by the

South

African

Futures

Exchange (a

division of

the JSE

Limited) for

deposits in

Rand for

the relevant

period, as

displayed on

the

Reuters Screen SAFEY Page alongside the caption "

YLD

" at the applicable time; and

(b)

for the JIBAR Overnight

Deposit Rate, the SAFEX

overnight call deposit

rate, polled and published

by the

South African

Futures Exchange

(a division

of the

JSE Limited)

for deposits

in Rand,

as displayed

on the

Reuters Screen SAFEY Page alongside the caption "

SFXROD

" at the applicable time.

the

relevant

page

replaced

the

information

service

ceases

available,

the

Facility

Agent

(after

consultation with

the Borrower

and the

Lenders) may

specify another

page or

service displaying

the appropriate

rate.

1.1.140

Secured Property

means all of the assets of

the Obligors and the other Security

Providers which from time to time

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

Security.

1.1.141

Security

means a mortgage bond,

notarial bond, cession in

security, charge, pledge, hypothec, lien or

other security

interest securing any obligation of any person or any other agreement

or arrangement having a similar effect.

1.1.142

Security Provider

means a person, other than an Obligor, which grants

Transaction Security.

1.1.143

SPA

means

the

purchase

agreement

dated

31 October,

2021

between,

amongst

others,

Net1,

Net1

UEPS

Technologies,

Inc.,

Old

Mutual

Life

Assurance

Company

(South

Africa)

Limited,

Lirast

(Mauritius)

Company

Limited, SIG

International Investment

(BVI) Limited,

Aldgate International

Limited, Ivan

Epstein, PFCC

(BVI)

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

Treasury

Proprietary Limited, K2021 and the Borrower.

1.1.144

Subordination Agreement

means a subordination

agreement to be

entered into between

each Obligor,

Net1 and

the Finance Parties.

1.1.145

Subsidiary

means:

(a)

a “subsidiary” as

defined in the

Companies Act, 2008

and shall include

any person who

would, but for

not

being a “company”

under the Companies

Act, 2008, qualify

as a “subsidiary”

as defined in

the Companies

Act, 2008;

(b)

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

by that person.

1.1.146

Target

Company

means each of:

(a)

the Borrower;

(b)

K2021;

(c)

Luxanio; and

(d)

Ovobix.

1.1.147

Target

Group

means each Target

Company and each of its Subsidiaries on the Acquisition Date.

1.1.148

Tax

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

of a similar nature (including any penalty or

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

any of the same).

1.1.149

Term

Facility

means Facility A or Facility B.

1.1.150

Term

Loan

means a Facility A Loan or a Facility B Loan.

1.1.151

Total

Commitments

means the aggregate of:

(a)

the Total Facility A Commitments;

(b)

the Total Facility B Commitments;

(c)

the Total GBF Commitments,

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

1.1.152

Total

Facility A Commitments

means the aggregate

of the Facility

A Commitments,

being ZAR700,000,000

the date of this Agreement.

1.1.153

Total

Facility B

Commitments

means the

aggregate of

the Facility

B Commitments,

being ZAR350,000,000

the date of this Agreement.

1.1.154

Total

GBF Commitments

means the aggregate of

the GBF Commitments, being

ZAR247,960,000 at the date

this Agreement.

1.1.155

Transaction

Security

means

the

Security

created

expressed

created

favour

the

Finance

Parties

pursuant to the Transaction Security Documents

and general notarial bonds.

1.1.156

Transaction Security Documents

means:

(a)

each pledge or cession in securitatem debiti referred to in

Schedule 9

(

Transaction Security

);

(b)

any

written

notice

third

person

the

Security

established

under

security

agreement

set

out

paragraph

and any

written acknowledgement of

that notice

which is

required to

be delivered

to the

Facility

Agent under that security agreement; or

(c)

any other

document evidencing

or creating

any guarantee

or Security Interest

over any

asset of an

Obligor

or any other

Security Provider to

secure any obligation

of an Obligor

to a Finance

Party under the

Finance

Documents.

1.1.157

Transfer

has the meaning given to that term in Clause

(

Changes to the Lender

1.1.158

Transfer

Certificate

means

certificate

substantially

the

form

set

out

(

Form

Transfer

Certificate

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

1.1.159

Transfer Date

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

(a)

the proposed Transfer Date specified in the

relevant Transfer Certificate; and

(b)

the date on which the Facility Agent executes the relevant Transfer

Certificate.

1.1.160

Treasury

Transactions

means

any

derivative

transaction

entered

into

connection

with

protection

against

benefit from fluctuation in any rate or price.

1.1.161

Unpaid Sum

means any sum due

and payable but unpaid

by an Obligor or

any other Security

Provider under the

Finance Documents.

1.1.162

means the United States of America.

1.1.163

US Tax Obligor

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

sources within the US for US federal income tax purposes.

1.1.164

Utilisation

means a utilisation of a Facility.

1.1.165

Utilisation Date

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

made.

1.1.166

Utilisation Request

means a

notice substantially

in the

relevant form

set out

Schedule 3

(

Form of

Utilisation

Request

1.1.167

VAT

means:

(a)

any value added tax as provided for in the Value

Added Tax Act, 1991;

(b)

any general service tax; and

(c)

any other tax of a similar nature.

1.1.168

ZAR

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

1.2

Construction

1.2.1

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

(a)

the

Facility

Agent

the

Arranger

any

Finance

Party

any

Lender

the

Borrower

any

Obligor

any

Security Provider

any

Party

or any other

person shall be

construed so as to

include its successors

in title,

permitted

cessionaries

and

permitted

transferees

to,

of,

its rights

and/or

obligations

under

the

Finance

Documents;

(b)

document

agreed

form

document

which

previously

agreed

writing

behalf

the

Borrower and the Facility Agent or, if not so

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

(c)

assets

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

(d)

authority

includes

any

court

any

governmental,

intergovernmental

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

companies,

including

any

principal

interest

respect

amounts

due

(whether

respect

intercompany

shareholder

loan

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)

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)

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

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

principal

surety)

for

the

payment

repayment of money,

whether present or future, actual or contingent;

(k)

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)

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

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

Default

(other

than

Event

Default)

continuing

has

not

been

remedied

the

satisfaction

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

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

termination

which

necessity

must

continue

have

effect

after

such

expiry

termination,

notwithstanding

that

the

clauses

themselves

not

expressly provide for this.

1.2.11

The

Finance

Documents

shall

the

extent

permitted

applicable

law

binding

and

enforceable

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

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

the terms

of this

Agreement

and the

GBF Agreement,

the GBF

Lender

makes available

to the

Borrower a

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

2.3

Finance Parties' rights and obligations

2.3.1

The obligations

of each

Finance Party

under the

Finance Documents

are separate

and independent.

Failure by

Finance Party to perform its obligations

under the Finance Documents does not

affect the obligations of any other

Party under the Finance Documents.

No Finance Party is

responsible for the obligations of

any other Finance Party

under the Finance Documents.

2.3.2

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

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

Provider is a separate and

independent debt in respect of

which a Finance Party

shall be entitled to

enforce its rights

in accordance with

Clause

2.3.3

below.

The rights of

each Finance Party

include any debt

owing to that

Finance

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

a Loan or any other amount owed

by an

Obligor which

relates to

a Finance

Party's participation

in a

Facility or

its role

under a

Finance Document

(including any

such amount

payable to

the Facility

Agent on

its behalf)

is a debt

owing to

that Finance

Party by

that Obligor.

2.3.3

A Finance Party may, except as specifically provided in the

Finance Documents, separately enforce its rights

under

or in connection with the Finance Documents.

2.4

Borrower as agent of the Obligors

2.4.1

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

Agreement or an Accession Letter (as the case may

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

on its behalf as its

agent in relation to the Finance Documents and irrevocably authorises:

(a)

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

Agreement to the

Finance Parties and

to give all

notices and instructions,

to make such

agreements and to

effect the relevant

amendments,

supplements

and

variations

capable

being

given,

made

effected

any

Obligor

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

and

(b)

each

Finance

Party

give

any

notice,

demand

other

communication

that

Obligor

pursuant

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

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; and

(c)

funding any associated Transaction Costs,

and may apply excess towards funding its general corporate requirements.

3.1.2

The Borrower

shall apply

all amounts

borrowed by

it under

a GBF

Facility towards

(a) refinancing

the Existing

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

expenditure

and other general banking requirements).

3.2

Monitoring

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

pursuant to this Agreement.

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

before

the

Utilisation

Date

for

that

Utilisation,

the

Facility

Agent

has

received

all

the

documents

and

other

evidence

listed

Part

(

Conditions

Precedent

)

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

Clause

above,

the

Lenders

will

only

obliged

comply

with

Clause

5.4

(

Lenders'

participation

)

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

relation

any

Utilisation

the

Closing

Date,

all

the

representations

and

warranties

Clause

14.8

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

the Obligors

are true in all respects.

4.3

Maximum number of Term

Loans

The Borrower

may not

deliver a Utilisation

Request if

as a

result of the

proposed Utilisation,

more than

one Facility A

Loan and one Facility B Loan would be outstanding.

SECTION 3

UTILISATION

5.1

Delivery of a Utilisation Request

The Borrower may

utilise a Term

Facility by delivery

to the Facility Agent

of a duly

completed Utilisation Request

not

later than 11h00

two Business Days

prior to the

Utilisation Date or

such shorter period

as the Facility

Agent (acting on

the instructions of all the Lenders) may agree.

5.2

Completion of a Utilisation Request

5.2.1

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

duly completed unless:

(a)

the proposed Utilisation Date is

a Business Day within

the Availability Period applicable to that Facility;

and

(b)

the currency and amount of the proposed Utilisation comply with Clause

5.3

(Currency and amount).

5.2.2

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

Request.

5.3

Currency and amount

The currency specified in a Utilisation Request must be ZAR.

5.4

Lenders' participation

5.4.1

If the

conditions set

out in

this Agreement

have been

met, each Lender

shall make

its participation

in each

Loan

available by the Utilisation Date.

5.4.2

The

amount

of each

Lender's

participation

each

Loan

will be

equal

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

(

REPAYMENT

SCHEDULE

the

amount

specified

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

that

Lender

will

immediately cancelled; and

(c)

to the

extent that

the Lender's

participation has

not been

transferred pursuant

to Clause

36.4

(Replacement

of Lender),

the Borrower

shall repay

that Lender's

participation in

the Loans

made to

the Borrower

on the

last day of the Interest Period for each Loan occurring

after the Facility Agent has notified the Borrower or,

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

than

the last

day of any

applicable grace period

permitted by law)

and that

Lender's corresponding Commitment(s)

shall be cancelled in the amount of the participations repaid.

7.2

Voluntary

cancellation

7.2.1

A Borrower

may,

if it

gives

the Facility

Agent

not less

than

five

Business Days'

(or

such

shorter

period

as the

Lenders may agree)

prior notice, cancel

the whole or

any part (being

a minimum amount

of ZAR20,000,000

and

in integral multiples of

R5,000,000) of an Available

Facility.

Any cancellation under this Clause

7.2

shall reduce

the Commitments of the Lenders rateably under that Facility.

7.2.2

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

7.3

Voluntary

prepayment of Term

Loans

7.3.1

Subject to

Clause

7.3.3

below,

the Borrower

may,

if it gives

the Facility

Agent not

less than

five Business Days'

(or such shorter period as

the Lenders may agree) prior

notice, prepay the whole or

any part of that

Term Loan (but,

if in part,

being an amount

that reduces the

amount of that

Term Loan

by a minimum

amount of ZAR20,000,000

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

7.3.2

A Term

Loan may

only be

prepaid after

the last

day of

the Availability

Period for

the applicable

Facility (or,

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

Obligor

under

Clause

(Tax

indemnity)

Clause

(Increased costs),

Borrower

may,

whilst

the

circumstance

giving

rise

the

requirement

for

that

increase

indemnification

continues, give the

Facility Agent notice

of cancellation of

the Commitment(s) of

that Lender and

its intention to

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

7.4.2

On receipt of a notice

referred to in Clause

7.4.1

above in relation to a

Lender, the

Commitment(s) of that Lender

shall immediately be reduced to zero.

7.4.3

On the last day

of each Interest

Period which ends

after a Borrower

has given notice

under Clause

7.4.1

above in

relation to a Lender (or,

if earlier, the date

specified by the Borrower in that notice),

the Borrower shall repay that

Lender's

participation

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)

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

that

Lender

and

declare

the

participation

that

Lender

all

outstanding

Utilisations,

together

with

all

other

amounts

owed

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

Application of mandatory prepayments and cancellations)

and Clause

8.5

(

(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

any

member

the

Group

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

the

seller,

the

basis

existing

rates

and

taking

account

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

the

board

directors

the

relevant

member

the

Group

passed

within

days

receipt

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

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

any

insurance claim

under

any

insurance

maintained

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 Facilities

Sweep Percentage

Shareholder

Sweep Percentage

[Column 1]

[Column 2]

[Column 3]

If equal to or more than 3.00 times:

100.00%

0.00%

If less than 3.00 times,

but equal to or more

than

2.50 times:

75.00%

25.00%

If less than 2.50 times,

but equal to or more

than

2.00 times:

50.00%

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

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

respect

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

pay,

repay

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

payment

made

pursuant

this

Clause

8.4

not

subject

the

Refinancing

Penalties

set

out

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

(

Disposal and Insurance

Proceeds

) shall be applied in

prepayment of Term Loans as contemplated in Clauses

8.5.2

8.5.5

inclusive below.

8.5.2

Unless the Borrower

makes an election under

Clause

below,

the Borrower shall prepay

Loans in the case

any

prepayment

relating

the amounts

Disposal

Proceeds

Insurance

Proceeds,

promptly

upon

receipt

those proceeds.

8.5.3

prepayment

under

Clause

(

Disposal

and

Insurance

Proceeds

)

shall

prepay

the

Term

Loans

the

order

determined by the Borrower

8.5.4

Subject to Clause

8.5.5

below, a Borrower may elect

that any prepayment

under Clause

(

Disposal and Insurance

Proceeds

)

be applied

in prepayment

a Loan

the last

day

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

above but

a Default

has occurred

and is

continuing, that

election shall no longer apply and

a proportion of the Loan in respect

of which the election was made

equal to the

amount

the

relevant

prepayment

shall

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

specific

purpose

within

specified

period

(as

set

out

the

relevant

definition

Excluded

Disposal

Proceeds

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

(Illegality,

voluntary prepayment and cancellation) or Clause

(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

dates

upon

which

the

relevant

cancellation

prepayment

made

and

the

amount

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

any

Loan

paid,

repaid

prepaid

under

GBF

Facility

may

reborrowed

the

terms

the

GBF

Documents.

9.5

Prepayment in accordance with Agreement

The

Borrower

shall

not

repay

prepay

all

any

part

Term

Loan

cancel

all

any

part

the

Facility

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

amount

the

Total

Commitments

cancelled

under

this

Agreement

the

GBF

Agreement

may

subsequently

reinstated.

9.7

Facility Agent's receipt of notices

If the Facility

Agent receives a

notice under

Clause

(Illegality,

voluntary prepayment

and cancellation) or

an election

under Clause

(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

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

Loan

(other

than

prepayment

pursuant

Clause

(Illegality)

Clause

7.4

(Right

cancellation and repayment in relation to a single Lender))

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

Loan.

9.11

Refinancing

9.11.1

Subject to Clause

9.11.2

below, a Borrower may prepay

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

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

the condition that all other Term Loans

and all

other amounts

owing under

the Finance

Documents (other

than any

GBF Document)

are repaid

in full

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

any

member

the

Group

under

the

proposed

Refinancing,

together

with

any

other

funds

that

may

available

the

Group),

will

sufficient

repay

the

Lenders

amounts

owing

under

the

Finance

Documents

(other

than

any

GBF

Document)

full

way

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

way

any

Refinancing,

unless

it pays

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.

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

Refinancing

Penalties

shall

payable

the

Borrower

respect

any

prepayment made pursuant to Clause

7.3

(

Voluntary

prepayment of Term Loans

) using (without double counting):

(a)

Internally Generated Cash;

(b)

any Equity Cure Proceeds; or

(c)

any New Shareholder Injections.

9.12.3

If the Borrower offers

to the Lender the right to

refinance the Facility,

no Refinancing Penalty shall

be payable to

it under this Clause

9.12.

SECTION 5

COSTS OF UTILISATION

10.

INTEREST

10.1

Calculation of interest

10.1.1

The rate of interest

on each Loan for

each Interest Period is

the percentage rate per

annum which is the

aggregate

of the applicable:

(a)

Margin;

(b)

the Base Rate.

10.2

Payment of interest

The Borrower

to which

a Loan

has been

made shall

pay accrued

interest on

that Loan

on the

last day

of each

Interest

Period.

10.3

Default interest

10.3.1

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

on the

overdue amount

from the

due date

up to

the date

of actual

payment (both

before and

after judgment)

at a

rate which, subject to Clause

10.3.2

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

been

payable if

the overdue

amount had,

during the

period of

non-payment, constituted

a Loan

in the

currency of

the

overdue

amount

for

successive

Interest

Periods,

each

duration

selected

the

Facility

Agent

(acting

reasonably).

Any interest accruing under this Clause

10.3

shall be immediately payable by the Obligor on demand

by the Facility Agent.

10.3.2

If any overdue

amount consists of all

or part of

a Loan which became

due on a day

which was not the

last day of

an Interest Period relating to that Loan:

(a)

the first Interest

Period for that

overdue amount shall

have a duration

equal to the

unexpired portion of

the

current Interest Period relating to that Loan; and

(b)

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

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

had not become due.

10.3.3

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

with the overdue amount at the end

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

immediately due and payable.

10.4

Notification of rates of interest

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

interest under this Agreement.

11.

INTEREST PERIODS

11.1

Duration

11.1.1

Subject to the other provisions of this Clause, each Term

Loan has successive Interest Periods each:

(a)

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

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

Payment Date; and

(b)

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

11.2

Non-Business Days

If an Interest Period

would otherwise end on

a day which is

not a Business Day,

that Interest Period will

instead end on

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

Business Day (if there is not).

12.

CHANGES TO THE CALCULATION

OF INTEREST

12.1

Absence of quotations

Subject

Clause

12.2

(

Market

disruption

JIBAR

determined

reference

the

Reference

Banks

but

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

(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

them

funding

their

participation

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

business

fund

their

participation

that

Loan

for

the

relevant

Interest

Period.

12.3

Alternative basis of interest or funding

12.3.1

Without

prejudice to

the generality

of Clause

12.2

(

Market disruption

), if

a Market

Disruption Event

occurs and

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

a period of not more

than 30 days, or such longer

period as the Facility Agent may

agree) with a view to agreeing

a substitute basis for determining the rate of interest.

12.3.2

Any alternative

basis agreed

pursuant to

Clause

12.3.1

above shall,

with the

prior consent

of all

the Lenders

and

the applicable Borrower, be binding on

all Parties.

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

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

its Break

Costs

Break

Gains

(if

applicable)

for

any

Interest

Period

which

they

accrue.

13.

FEES

13.1

Non-refundable Structuring fee

13.1.1

The Borrower shall pay

to the Lender, a non-refundable

structuring fee in an

amount equal to

R4,000,000 (the

Non-

refundable Structuring Fee

13.1.2

The Non-refundable

Structuring Fee shall

accrue in

full on the

Closing Date and

be payable on

the Closing Date

(the

Non-refundable Structuring Fee Payment Date

13.1.3

All payments

to be

made by

the Borrower

to the

Lender in

terms of

this Clause

13.1

shall be

made at

or before

12h00 on the

Non-refundable Structuring Fee

Payment Date in immediately

available funds free

of set off,

taxes,

exchange, costs, charges, exchange rate variations,

expenses or any other deductions to a nominated bank account

South

Africa

the

details

which

will

set

out

the

respective

tax

invoice

issued

the

Lender

the

Borrower.

13.1.4

All fees due and

payable to the Lender under

this Clause

13.1

, once paid, are non-refundable

and will not discharge

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

13.2

Facility Agent fee

If the Lender

has transferred

a portion of

its rights and

obligations under

this Agreement, the

Borrower shall

pay to the

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

a Fee Letter.

SECTION 6

ADDITIONAL PAYMENT

OBLIGATIONS

14.

TAX GROSS UP AND INDEMNITIES

14.1

Definitions

In this Agreement:

14.1.1

Protected Party

means a Finance Party

which is or will

be subject to any

liability or required to

make any payment

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

of Tax to

be received or receivable) under a Finance Document.

14.1.2

Tax Credit

means a credit against, relief or remission for,

or repayment of, any Tax.

14.1.3

Tax

Deduction

means

deduction

withholding

for

account

Tax

from

payment

under

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

(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

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

the Facility

Agent

for

the

Finance

Party

entitled

the

payment

evidence

reasonably

satisfactory

that

Finance

Party

that

the

Tax

Deduction

has

been

made

(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

demand

the

Facility

Agent)

pay

Protected

Party

amount equal

to the

loss, liability

or cost

which that

Protected Party

determines will

be or

has been

(directly or

indirectly) suffered for or on account of Tax

by that Protected Party in respect of a Finance Document.

14.3.2

Clause

14.3.1

above shall not apply:

(a)

with respect to any Tax

assessed on a Finance Party:

(i)

under

the

law

the

jurisdiction

which

that

Finance

Party

incorporated

or,

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,

that

Tax

is imposed

on or

calculated

by reference

to the

net

income received

or receivable

(but not

any

sum

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

(b)

to the extent a loss, liability or cost:

(i)

is compensated for by an increased payment under Clause

14.2

(Tax gross-up); or

(ii)

relates to a FATCA

Deduction required to be made by a Party.

14.3.3

A Protected Party

making, or

intending to

make a

claim under

Clause

14.3.1

above shall

promptly notify the

Facility

Agent of the event which will give, or

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

Agent shall notify

the Obligors.

14.3.4

A Protected Party shall, on receiving a payment from an Obligor under this Clause

, 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)

Tax

Credit

attributable

increased

payment

which

that

Tax

Payment

forms

part,

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

chargeable

that

supply,

and

accordingly,

subject

Clause

14.6.2

below,

VAT

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

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

represents

VAT,

save

the

extent

that

such

Finance

Party

reasonably

determines that it is entitled to credit or repayment in respect of such VAT

from the relevant tax authority.

14.7

FATCA

information

14.7.1

Subject to Clause

14.7.3

below, each Party shall, within 10

Business Days of a

reasonable request by another Party:

(a)

confirm to that other Party whether it is:

(i)

a FATCA

Exempt Party; or

(ii)

not a FATCA

Exempt Party;

(b)

supply

that

other

Party

such

forms,

documentation

and

other

information

relating

its

status

under

FATCA

that

other

Party

reasonably

requests

for

the

purposes

that

other

Party's

compliance

with

FATCA;

and

(c)

supply to that other Party such forms, documentation and other information relating to its status as

that other

Party reasonably requests for the purposes of that other

Party's compliance with any other law, regulation, or

exchange of information regime.

14.7.2

If a

Party confirms

to another

Party pursuant

to Clause

above that

it is

a FATCA

Exempt Party

and it

subsequently becomes aware

that it is not or

has ceased to be a

FATCA

Exempt Party,

that Party shall notify that

other Party reasonably promptly.

14.7.3

Clause

above shall not oblige any Finance Party to do anything, and Clause

above shall not oblige

any other Party to do anything, which would or might in its reasonable opinion

constitute a breach of:

(a)

any law or regulation;

(b)

any fiduciary duty; or

(c)

any duty of confidentiality.

14.7.4

If a Party fails to

confirm whether or not

it is a FATCA

Exempt Party or to

supply forms, documentation or

other

information

requested

accordance

with

Clauses

14.7.1(b)

above

(including,

for

the

avoidance

doubt,

where

Clause

14.7.3

above

applies),

then

such

Party

shall

treated

for

the

purposes

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

any other applicable law or regulation require it, each Lender shall, within 10

Business Days of:

(a)

where the

Borrower is

a US

Tax

Obligor and

the relevant

Lender is

an Original

Term

Lender or

the GBF

Lender, the date of this Agreement;

(b)

where a Borrower

is a US

Tax

Obligor on a

date on which

any other Lender

becomes a Party

as a Lender,

that date;

(c)

the date a new US Tax

Obligor accedes as a Borrower; or

(d)

where a Borrower is not a US Tax

Obligor, the date of a request from the Facility Agent,

supply to the Facility Agent:

(i)

a withholding certificate on Form W-8,

Form W-9 or any other relevant form; or

(ii)

any

withholding

statement

other

document,

authorisation

waiver

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

above to the relevant Borrower.

14.7.7

If any

withholding certificate,

withholding statement,

document, authorisation

or waiver

provided to

the Facility

Agent by a Lender pursuant to Clause

above is or becomes materially inaccurate or incomplete, that Lender

shall

promptly

update

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

waiver

receives

from

Lender

pursuant

Clauses

14.7.7

above

without

further

verification.

The

Facility

Agent

shall

not

liable

for

any

action

taken

under

connection

with

Clauses

14.7.6

14.7.7

above.

14.8

FATCA

Deduction

14.8.1

Each

Party

may

make

any

FATCA

Deduction

it is

required

make

FATCA,

and

any

payment

required

connection with that FATCA Deduction, and no Party shall

be required to increase

any payment in

respect of which

makes

such

FATCA

Deduction

otherwise

compensate

the

recipient

the

payment

for

that

FATCA

Deduction.

14.8.2

Each Party shall

promptly, upon becoming aware that

it must

make a FATCA Deduction (or that there

is any change

in the

rate or

the basis

of such

FATCA

Deduction),

notify the

Party to

whom

it is

making the

payment

and, in

addition,

shall notify

the Borrower

and

the Facility

Agent and

the Facility

Agent

shall notify

the other

Finance

Parties.

15.

INCREASED COSTS

15.1

Increased costs

15.1.1

Subject to

Clause

15.3

(Exceptions) the

Borrower shall,

within three

Business Days

of a

demand by

the Facility

Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party

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

regulation

(ii) compliance

with

any

law

regulation

made

after

the

date

this

Agreement.

15.1.2

In this Agreement

Increased Costs

means:

(a)

a reduction in the rate of return from a Facility or on a Finance Party's (or its Affiliate's)

overall capital;

(b)

an additional or increased cost; or

(c)

a reduction of any amount due and payable under any Finance Document,

(d)

which is incurred or suffered

by a Finance Party or any

of its Affiliates to the

extent that it is attributable

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

(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,

soon

practicable

after

demand

the

Facility

Agent,

provide

certificate

confirming the amount of its Increased Costs.

15.3

Exceptions

15.3.1

Clause

(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

(Tax

indemnity) (or

would have

been compensated

for under

Clause

(Tax

indemnity)

but

was not

compensated

solely because

any

of the

exclusions

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

this

Clause

15.3

reference

Tax

Deduction

has

the

same

meaning

given

the

term

Clause

14.1

(Definitions).

16.

OTHER INDEMNITIES

16.1

Other indemnities

The Obligors shall, within three Business Days of demand, indemnify the Arranger and each other Finance Party against

any cost, loss or liability incurred by it as a result of:

16.1.1

the occurrence of any Default;

16.1.2

failure

Obligor

pay

any

amount

due

under

Finance

Document

its

due

date,

including

without

limitation, any cost, loss or liability arising as a result of Clause

(Sharing among the Finance Parties);

16.1.3

funding,

making

arrangements

fund,

its

participation

Loan

requested

Borrower

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

demand,

indemnify

each Finance

Party and

its officers,

employees,

agents

and

delegates

(together

the

Indemnified

Parties

)

against

any

loss

liability

suffered

incurred

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

result

any

enquiry,

investigation,

subpoena

(or

similar

order)

litigation

with

respect

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

that

Finance

Party

the

Finance

Party

had

not

otherwise

participated

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

(

Costs and Expenses

);

16.3.3

any

default

Obligor

any

other

Security

Provider

the

performance

any

the

other

obligations

expressed to be assumed by it in the Finance Documents;

16.3.4

acting

relying

any

notice,

request

instruction

which

reasonably

believes

genuine,

correct

and

appropriately authorised;

16.3.5

the exercise of any of

the rights, powers, discretions, authorities and

remedies vested in the Facility

Agent and each

Representative appointed

by the

Facility Agent

by the

Finance Documents

or by

law other

than by

reason of

the

Facility Agent's gross negligence or wilful default;

16.3.6

instructing lawyers, accountants,

tax advisers, surveyors

or other

professional advisers or

experts as

permitted under

this Agreement; or

16.3.7

instructing any Representative under the Finance Documents.

17.

MITIGATION

BY THE LENDERS

17.1

Mitigation

17.1.1

Each Finance Party shall, in

consultation with the Borrower, take all

reasonable steps to mitigate

any circumstances

which arise and which would result in any Facility ceasing to be available or any amount becoming

payable under

or pursuant to, or cancelled pursuant to, any

of Clause

(Illegality), Clause

(Tax gross-up and indemnities) or

Clause

(Increased Costs) including (but not

limited to) transferring its rights and

obligations under the Finance

Documents to another Affiliate.

17.1.2

Clause

17.1.1

above does not in any way limit the obligations of any Obligor under the Finance Documents.

17.2

Limitation of liability

17.2.1

The Borrower shall promptly indemnify each Finance

Party for all costs and expenses reasonably incurred

by that

Finance Party as a result of steps taken by it under Clause

17.1

(Mitigation).

17.2.2

A Finance Party

is not obliged

to take any

steps under

Clause

17.1

(Mitigation) if, in

the opinion

of that Finance

Party (acting reasonably), to do so might be prejudicial to it.

18.

COSTS AND EXPENSES

18.1

Transaction expenses

The Borrower shall, promptly

on demand, pay the Facility

Agent and the Arranger

the amount of all costs and

expenses

(including

reasonable

agreed

legal

fees

and

costs

relating

site

visits)

reasonably

incurred

any

them

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

against

Finance

Party

consequence

taking

holding

the

Transaction Security or enforcing these rights.

SECTION 7

GUARANTEE

19.

GUARANTEE AND INDEMNITY

19.1

Guarantee and indemnity

19.2

Each Guarantor

irrevocably and

unconditionally jointly

and severally,

as a principal

obligor and

not merely

as a surety

on the basis of discrete obligations enforceable against it:

19.2.1

guarantees to each Finance

Party punctual performance

by each other

Obligor of all

that Obligor's obligations

under

the Finance Documents;

19.2.2

undertakes with each Finance Party that whenever another Obligor does not pay any amount when due under or in

connection with any Finance Document, that Guarantor

shall immediately on demand pay that amount

as if it was

the principal obligor; and

19.2.3

agrees

with

each

Finance

Party

that

any

obligation

guaranteed

becomes

unenforceable,

invalid

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

would

have

had

pay

under

this

Clause

the

amount

claimed

had

been

recoverable

the

basis

guarantee.

19.3

Continuing guarantee

This guarantee

is a continuing

guarantee and

will extend to

the ultimate balance

of sums payable

by any Obligor

under

the Finance Documents, regardless of any intermediate payment

or discharge in whole or in part.

19.4

Reinstatement

If any

discharge, release

or arrangement

(whether in

respect of

the obligations

of any

Obligor or

any security

for those

obligations or

otherwise) is

made by

a Finance

Party in

whole or

in part

on the basis

of any

payment, security

or other

disposition which is avoided or must be restored

in insolvency,

business rescue proceedings, liquidation, administration,

winding up or otherwise, without limitation, then the liability of each Guarantor

under this Clause

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

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

(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

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

amount

might

made

available

from

time

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

enforce

any

other

rights

security

claim

payment

from

any

person

before

claiming

from

that

Guarantor under this Clause

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

become

payable

the

Obligors

under

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

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

become

payable

the

Obligors

under

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

may

have

reason

performance

its

obligations

under

the

Finance

Documents or by reason of any amount being payable, or liability arising, under

this Clause

19:

(a)

to be indemnified by an Obligor;

(b)

to claim

any contribution

from any

other guarantor

of or provider

of security

for any

Obligor's obligations

under the Finance Documents;

(c)

to take the benefit (in whole or in part and whether by way of

subrogation, cession of action or otherwise) of

any rights

of the Finance

Parties under

the Finance

Documents or of

any other

guarantee or

security taken

pursuant to, or in connection with, the Finance Documents by any Finance

Party;

(d)

to bring legal or other proceedings for an order requiring any Obligor

to make any payment, or perform any

obligation,

respect

which

any

Guarantor

has

given

guarantee,

undertaking

indemnity

under

Clause

19.1

(

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.

19.9.2

Guarantor

��

receives

any

benefit,

payment

distribution

relation

such

rights

it shall

hold

that

benefit,

payment

distribution

the extent

necessary

enable

all

amounts

which

may

become

payable

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

(

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

20.

REPRESENTATIONS

Each Obligor (other than K2020 and K2021) makes the representations and warranties set out in this Clause

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

which

they

are

party

the

strength

and

relying

the

representations

and

warranties set

out in

this Clause

, each

of which

is a

separate representation

and warranty,

given without

prejudice to

any

other representation or warranty and is deemed to be a material representation or warranty (as applicable) inducing

the Finance

Parties to enter into the Finance Documents.

20.1

Status

20.1.1

It is a limited liability corporation, duly incorporated and validly existing under the law

of its Original Jurisdiction.

20.1.2

Each of its Subsidiaries is a limited liability

corporation, duly incorporated and validly existing under the law of its

jurisdiction of incorporation.

20.1.3

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

20.2

Binding obligations

20.2.1

The obligations

expressed to

be assumed

by it

in each

Finance Document

to which

it is

a party

are legal,

valid,

binding and enforceable obligations.

20.2.2

Without limiting the generality of Clause

20.2.1

above, each Transaction Security Document to which

it is a party

creates the

Security which

that Transaction

Security Document

purports to

create and

that Security

is valid

and

effective.

20.3

Non-conflict with other obligations

The entry into and

performance by it of,

and the transactions contemplated

by, the

Finance Documents and

the granting

of the Transaction Security do not and will not conflict

with:

20.3.1

any law or regulation applicable to it;

20.3.2

the constitutional documents of any member of the Group; or

20.3.3

any agreement or

instrument binding upon

it or

any member of

the Group or

any of

its or any

member of the

Group's

assets or constitute a default or termination event (however described) under any

such agreement or instrument.

20.4

Power and authority

20.4.1

It has

the power

to enter

into, perform

and deliver,

and has

taken all

necessary action

to authorise

its entry

into,

performance

and

delivery

of,

the

Finance

Documents

which

will

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

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

amendments

any

Acquisition

Document

from

the

form

provided

the

Facility

Agent

pursuant to Clause

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

governing

law

the

Finance

Documents

will

recognised

and

enforced

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

other

procedure

step

described

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

member

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

the

circumstances

described

Clause

24.6

(Insolvency)

applies

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

paid on or in relation to the Finance Documents or the transactions contemplate

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

Event

Default

and,

the

date

this

Agreement

and

the

Closing

Date,

Default

continuing

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

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

accordance

with

IFRS

for

SMEs

and

applied

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

(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

(

20.14.1

no litigation,

arbitration or

administrative proceedings

or investigations

of, or

before, any

court, arbitral

body or

agency

have

(to

the

best

its

knowledge

and

belief,

having

made

due

and

careful

enquiry)

been

started

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,

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

compliance

with

the

recommendations

contained

the

Environmental

Report

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

(

), 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

(

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

member

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

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

this

Clause

are

made

each

the

Obligors

the

date

this

Agreement.

20.28.2

All the

representations

and

warranties

in this

Clause

are deemed

to be

made

by each

of the

Obligors

on the

Closing Date.

20.28.3

The Repeating Representations are deemed to be made by each Obligor:

(a)

on the date of the Utilisation Request;

(b)

on the Utilisation Date; and

(c)

on the first day of each Interest Period.

20.28.4

Each representation

and warranty in

this Clause

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

clause

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

clause

the

K2020

Facility

Agreement

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

Clauses

20.29.1

and

20.29.2

each

which

separate

representation and warranty, given without prejudice to any other representation or warranty and is deemed to be a

material

representation

warranty

(as

applicable)

inducing

the

Finance

Parties

enter

into

the

Finance

Documents.

20.29.4

The expiry or termination of the K2020 Facility Agreement will not affect

the provisions of this Clause

20.29

will

continue in force or which of necessity must continue to apply after that expiry or

termination.

21.

INFORMATION UNDERTAKINGS

21.1

The

undertakings

this

Clause

remain

force

from

the

date

this

Agreement

for

long

any

amount

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

that

quarter),

its

quarterly

management

accounts

(which

shall

include,

without

limitation,

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

(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

proposals

affecting

the

cashflow

the

Group,

including

Consolidated EBITDA, revenue, net income and capital expenditure.

21.5.2

Each set of financial statements delivered pursuant

to Clause

(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

the

Borrower

comparing

actual performance

for

the

period

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

the

preparation

the

Original

Financial

Statements,

unless,

relation

any

set of

financial

statements,

the

Borrower

notifies the

Facility

Agent

that

there

has

been

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

(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

discuss

with

those

auditors.

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)

disclose

the

Facility

Agent

for

the

Finance

Parties

any

information

which

the

Facility

Agent

may

reasonably request.

21.6

Presentations

Once

every

Financial

Year,

frequently

requested

the

Facility

Agent

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

the

Borrower

must

give

presentation

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

Obligor

shall

change

its

Accounting

Reference

Date

other

than

the

Accounting

Reference

Date

set

out

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

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

them,

details

and

copies

any

changes

proposed

made

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

applications

business

rescue

applications

which

are

current,

threatened

pending

against

any

other

member

the

Group,

and,

the

case

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

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

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

above, any

prospective new

Lender) to

comply

with

"know

your

customer"

similar

identification

procedures

(whether

terms

the

Financial

Intelligence

Centre

Act,

2001

otherwise)

circumstances

where

the

necessary

information

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

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

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

the

Facility

Agent

supply,

procure

the

supply

of,

such

documentation

and

other

evidence

reasonably

requested

the

Facility

Agent

(for

itself)

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

the

transactions

contemplated

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

(

Changes to the Obligors

21.11.4

Following the giving

of any notice pursuant

to Clause

21.11.3

above, if the

accession of such

Additional Obligor

obliges the Facility Agent or

any Lender to comply with

"know your customer" or similar

identification procedures

in circumstances where the

necessary information is not

already available to it, the

Borrower shall promptly upon

the request

of the

Facility Agent

or any

Lender supply,

or procure

the supply

of, such

documentation

and other

evidence as is reasonably requested by the Facility Agent (for itself or on behalf of any Lender) or any Lender (for

itself or on behalf of

any prospective new Lender) in order

for the Facility Agent or such

Lender or any prospective

new Lender to carry out and be satisfied it has complied

with all necessary "know your customer" or other

similar

checks under all applicable laws and regulations pursuant to the accession of such Subsidiary to this Agreement as

an Additional Obligor.

22.

FINANCIAL COVENANTS

22.1

Financial Definitions

In this Agreement:

22.1.1

Borrowings

means, at any time, the

aggregate outstanding principal, capital or

nominal amount (and any fixed or

minimum premium

payable on

prepayment or

redemption) of

any indebtedness

of the

members of

the Covenant

Group for or in respect of:

(a)

moneys borrowed, credit provider and debit balances at banks or other financial institutions;

(b)

any acceptances under any acceptance credit or bill discount facility (or

dematerialised equivalent);

(c)

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

stock or any similar instrument;

(d)

any Finance Lease;

(e)

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

non-recourse basis

and meet any requirements for de-recognition under IFRS or IFRS for SMEs (as applicable));

(f)

any counter-indemnity obligation in respect of a guarantee,

bond, standby or documentary letter of credit or

any other instrument issued by a bank or financial institution in

respect of an underlying liability of an entity

which is not a member of the

Covenant Group which liability would

fall within one of the other paragraphs

of this definition;

(g)

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

than at the option of the issuer) or are

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

(h)

any amount of any liability under an advance or deferred purchase agreement

if:

(i)

one of

the primary

reasons behind

the entry

into the

agreement is

to raise

finance or

to finance

the

acquisition or construction of the asset or service in question; or

(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

sale

and

leaseback

agreement)

having

the

commercial

effect

borrowing

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

(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

any

cash

receipts

(and

deducting

the

amount

any

cash

payments)

during

that

Measurement

Period

respect

any

Exceptional

Items

not

already

taken

account

calculating

Consolidated

EBITDA

for

any

Measurement

Period

(other

than,

the

case

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

due

and

payable

respect

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

other

profit

distributions

received

cash

any

member

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

Current

Liabilities)

each

case

the

extent

taken

into

account

establishing

Consolidated EBITDA;

(f)

deducting the amount of any Capital Expenditure actually made (or due to be made) in cash

for the purposes

of maintenance during that

Measurement Period by

any member of

the Covenant Group

except (in each

case)

to the extent funded from:

(i)

the proceeds of any Disposal or insurance claims permitted to be retained

for this purpose; or

(ii)

New Shareholder Injections;

(g)

deducting the

amount of

any expansionary

Capital Expenditure

actually made

(or due

to be

made) in

cash

during that Measurement

Period by any

member of the

Covenant Group except

(in each case) to

the extent

it:

(i)

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

(ii)

is disclosed

to the

Facility Agent

in a

schedule of

projected Capital

Expenditure delivered

to it

with

the Compliance Certificate for the next six months;

(h)

deducting the amount of any trade payable in relation to any Excess Inventory;

(i)

adding the amount of any trade payable in relation to any Excess Inventory as calculated at the beginning of

the Measurement Period,

and so that no amount shall be added (or deducted) more than once.

22.1.4

Consolidated EBITDA

means, in respect of any Measurement Period, the consolidated EBITDA of the Covenant

Group.

22.1.5

Covenant Group

means each member of the Group other than K2021 and K2020 Limited.

22.1.6

Current Assets

means the aggregate

(on a consolidated

basis) of all inventory,

work in progress,

trade and other

receivables of each

member of

the Covenant Group

including prepayments in

relation to operating

items and sundry

debtors (but excluding Cash and Cash Equivalent Investments) expected to be realised within twelve months

from

the date of computation but

excluding

amounts in respect of:

(a)

receivables in relation to Tax;

(b)

Exceptional Items and other non-operating items;

(c)

insurance claims; and

(d)

any interest owing to any member of the Covenant Group.

22.1.7

Current

Liabilities

means

the

aggregate

(on

consolidated

basis)

all

liabilities

(including

trade

creditors,

accruals and provisions) of each member of the Covenant Group expected to

be settled within 12 months from the

date of computation but

excluding

amounts in respect of:

(a)

liabilities for Borrowings and Finance Charges;

(b)

liabilities for Tax;

(c)

Exceptional Items and other non-operating items approved by the

Facility Agent; and

(d)

insurance claims; and.

(e)

liabilities in relation to dividends declared but not paid by a member

of the Covenant Group.

22.1.8

Debt Service

means, in respect of any Measurement Period, the aggregate of:

(a)

Net Finance Charges for that Measurement Period;

(b)

all

scheduled

and

mandatory

repayments

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

(

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

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

losses

due

exchange

rate

movements

which

are

reported

through

the

income

statement;

(f)

any

unrealised

gains

losses

any

financial

instrument

(other

than

any

financial

instrument

which

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

Cash

received

that

member

the

Covenant

Group

from

associate

investment (which is

not a member

of the Covenant

Group) in which

that member of

the Covenant Group

has an

ownership interest in the ordinary course of business.

22.1.11

Exceptional Items

means any exceptional, one

off, non-recurring or extraordinary

items, including (but

not limited

to) material items of an unusual or non-recurring nature which represent gains

or losses on:

(a)

the restructuring of the activities of an entity and reversals of any provisions for

the cost of restructuring;

(b)

disposals, revaluations, write

downs or impairment

of non-current assets

or any reversal of

any write down

or impairment;

(c)

disposals of assets associated with discontinued operations; and

(d)

disposals of assets associated with discontinued operations;

(e)

to the extent not included

in (a) to (d) above,

any other non-cash add

backs or series of non

-cash add backs

or other exceptional items (in the determination of the Facility Agent).

22.1.12

Excess Inventory

means the

difference

between

the current

airtime inventory

of the

members of

the Covenant

Group and the average daily cost of airtime inventory sold for the most recent month

multiplied by 3.5.

22.1.13

Finance Charges

means, for any Measurement Period, the aggregate amount of the accrued interest, commission,

fees, discounts, prepayment

fees, premiums or

charges and other

finance payments in

respect of Borrowings

paid

or payable

by any

member of

the Covenant

Group (calculated

on a

consolidated

basis) in

cash or

capitalised in

respect of that Measurement Period:

(a)

excluding

any upfront fees or costs;

(b)

including

the interest (but not the capital) element of payments in respect of Finance Leases;

(c)

excluding

any payments on Operating Leases;

(d)

including

any commission, fees, discounts and other finance payments

payable by (and deducting any such

amounts payable

to) any

member of

the Covenant

Group under

any interest

rate hedging

arrangement, but

excluding any unrealised gains or losses under any such hedging arrangement;

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,

respect

any

Measurement

Period,

the

ratio

Total

Debt

the

last

day

that

Measurement Period to Consolidated EBITDA in respect of that Measurement

Period.

22.1.19

Measurement Date

means the last day of the Financial Year

and the last day of each other quarter.

22.1.20

Measurement Period

means each period of 12 months ending on a Measurement Date.

22.1.21

Net Finance Charges

means, for any Measurement Period, the

Finance Charges for that Measurement Period

after

deducting:

(a)

any

interest

accruing

respect

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

the

Borrower

for

subordinated

loans

or other

subordinated

debt

instruments

the

Borrower,

provided

that

such

subordinated

loans

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

(

Disposal and

Insurance Proceeds

)).

22.1.25

Total Debt

means, at any time, the aggregate amount of all obligations of the members of the Covenant Group for

or in respect of Borrowings at that time but:

(a)

excluding

any such obligations to any other member of the Covenant Group;

(b)

excluding

any debt

provided by

the shareholders

of the

Borrower to

the Borrower

that is

subordinated on

terms acceptable to the Facility Agent;

and

(c)

including

, in the case of Finance Leases only,

their capitalised value,

and so that no amount shall be included or excluded more than once.

22.1.26

Transaction

Costs

means

any

non-recurring,

once-off

transaction

costs

(including

legal,

advisory

and

other

professional fees and

costs, front-end fees

payable under the Finance

Documents and the

Acquisition Documents

incurred and

paid for by

a member of

the Covenant

Group in

connection with

the Acquisition

within a

period of

twelve months from the Closing Date.

22.1.27

Working Capital

means, on any date, Current Assets less Current Liabilities.

22.2

Financial condition

The Borrower shall ensure that:

22.2.1

Debt Service Cover:

The Obligors shall ensure that

the Debt Service Cover for any

Measurement Period shall not be

less than the ratio

set out in column 2 below opposite that Measurement Period:

Measurement Period

Ratio

[Column 1]

[Column 2]

Each Measurement Period ending before or on 31 December, 2022:

1.20 : 1

Thereafter, each Measurement Period ending before or on 31 December,

2023:

1.20 : 1

Thereafter, each Measurement Period ending before or on 31 December,

2024:

1.20 : 1

Thereafter, each Measurement Period ending before or on 31 December,

2025:

1.20 : 1

Thereafter, each Measurement Period ending before or on 31 December,

2026:

1.20 : 1

22.2.2

Interest Cover:

The Obligors shall ensure that the Interest

Cover for any Measurement Period shall not

be less than the ratio set

out

in column 2 below opposite that Measurement Period:

Measurement Period

Ratio

[Column 1]

[Column 2]

Each Measurement Period ending before or on 31 December, 2022:

2.50 : 1

Thereafter, each Measurement Period ending before or on 31 December,

2023:

3.00 : 1

Thereafter, each Measurement Period ending before or on 31 December,

2024:

3.50 : 1

Thereafter, each Measurement Period ending before or on 31 December,

2025:

3.50 : 1

Thereafter, each Measurement Period ending before or on 31 December,

2026:

3.50 : 1

22.2.3

Leverage Ratio:

The Obligors shall ensure that the Leverage Ratio for any Measurement

Period shall not be more than the ratio set

out in column 2 below opposite that Measurement Period:

Measurement Period

Ratio

[Column 1]

[Column 2]

Closing Date

3.75 : 1

Each Measurement Period ending before or on 31 December, 2022:

3.50 : 1

Thereafter, each Measurement Period ending before or on 31 December,

2023:

3.25 : 1

Thereafter, each Measurement Period ending before or on 31 December,

2024:

2.75 : 1

Thereafter, each Measurement Period ending before or on 31 December,

2025:

2.50 : 1

Thereafter, each Measurement Period ending before or on 31 December,

2026:

2.25 : 1

22.3

Financial testing

22.3.1

The financial covenants set out in Clause

(

) shall be calculated in accordance with IFRS

IFRS for

SMEs (as

applicable)

and tested

by reference

to each

of the

financial statements

delivered

pursuant to

Clauses

21.3.1

and

(Financial

statements)

and/or

each

Compliance

Certificate

delivered

pursuant

Clause

21.4

(Provision and contents of Compliance Certificate).

22.3.2

respect

any

Measurement

Period

ending

Measurement

Date

occurring

less

than

months

after

the

Closing Date:

(a)

Net

Finance

Charges

shall

be calculated

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

22.2.3

is not met;

(b)

Compliance

Certificate

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

(

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

the

first

day

the

Cure

Measurement

Period

and

Net

Finance

Charges

and

Debt

Service

shall

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

(

) are calculated,

the breach has

been prevented

or cured,

the covenants

in Clause

(

) shall

be deemed

to have

been satisfied

on the

Cure

Measurement Date as

though no breach

had ever occurred

and any related Default

shall be deemed

never to have

occurred.

22.4.5

An Equity Cure Right may not be exercised:

(a)

in respect of two successive Measurement Periods; and

(b)

on more than three occasions during the term of the Facilities.

23.

GENERAL UNDERTAKINGS

The undertakings

in this

Clause

remain in

force from

the date

of this

Agreement for

so long

as any

amount is

outstanding

under the Finance Documents or any Commitment is in force.

23.1

Authorisations

Each Obligor shall (and shall procure that each other member of the Group

will) promptly:

23.1.1

obtain, comply with and do all that is necessary to maintain in full force and effect;

and

23.1.2

supply certified copies to the Facility Agent of,

any Authorisation required under any law or regulation of a Relevant Jurisdiction

to:

(a)

enable it to perform its obligations under the Finance Documents;

(b)

ensure the legality, validity,

enforceability or admissibility in evidence of any Finance

Document; and

(c)

carry on its business where failure to do so has or is reasonably likely to have a Material

Adverse Effect.

23.2

Compliance with laws

Each Obligor shall (and shall ensure that each member of the Group will) comply in all respects with all laws to which it

may be

subject, and

obtain and

comply with

all permits

and licenses,

in each

case, either (a)

to the

extent the

same are

material to the conduct of its business,

or (b) if failure so to comply

has or is reasonably likely to have

a Material Adverse

Effect.

23.3

Environmental compliance

23.3.1

Each Obligor shall (and shall ensure that each member of the Group

will):

(a)

comply with all Environmental Laws;

(b)

obtain, maintain and ensure compliance with all requisite Environmental

Permits; and

(c)

implement procedures to monitor compliance with and to prevent liability

under any Environmental Law,

where failure to do so has or is reasonably likely to have a Material Adverse Effect.

23.4

Environmental Claims

23.4.1

Each Obligor shall, promptly upon becoming aware of the same, inform

the Facility Agent in writing of:

(a)

any Environmental Claim against any member of the Group which is curr

ent, pending or threatened; and

(b)

any

facts

circumstances

which

are

reasonably

likely

result

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

(Information Undertakings),

promptly and

in any

event within

Business

Days

the

delivery

those

financial

statements

procure

that

Material

Subsidiary

becomes

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

(Financial

statements); and

(c)

such payment can be lawfully withheld.

23.8.2

No member of the Group may change its residence for Tax

purposes.

23.9

Merger

Obligor

shall

(and

shall

ensure

that

other

member

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

(

Initial conditions

precedent

)) or

with the

express prior

consent of the Facility Agent.

23.10

Change of business

The Borrower shall procure that no substantial change is made

to the general nature of its business or the business of the

Group taken as a whole from that carried on Group at the Acquisition Date.

23.11

Acquisitions

23.11.1

Except as permitted under

Clause

23.11.2

below, no Obligor shall (and

Borrower shall ensure that

no other member

of the Group will):

(a)

acquire a company

or any shares or

securities or a business

or undertaking (or,

in each case, any

interest in

any of them); or

(b)

incorporate a company.

23.11.2

Clause

23.11.1

above

does

not

apply

acquisition

company,

shares,

securities

business

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;

(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),

Joint Venture

Investment

) other than with the prior written consent of the Lender.

23.12.2

Clause

23.12.1

does not apply to any investment in any Joint Venture

where:

(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

good

working

order

and

condition (ordinary wear and tear excepted) all of its assets necessary or

desirable in the conduct of its business.

23.14

Pari passu ranking

Each Obligor shall

ensure that at all

times any unsecured

and unsubordinated claims

of a Finance Party

against it under

the Finance

Documents rank

at least

pari passu

with the

claims of

all its

other unsecured

and unsubordinated

creditors

except those creditors whose claims are mandatorily preferred by laws of general

application to companies.

23.15

Negative pledge

23.15.1

In this Clause

23.15

Quasi-Security

means an arrangement or transaction described in Clause

23.15.2(b)

below.

23.15.2

Except as permitted under paragraph

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

the

benefit

bank

other

account

may

applied, set-off or made subject to a combination of accounts; or

(v)

enter into any other preferential arrangement having a similar effect,

circumstances

where

the

arrangement

transaction

entered

into

primarily

method

raising

Financial Indebtedness or of financing the acquisition of an asset.

(c)

Paragraphs

and

Dividends and share redemption

above do not apply

to any Security

or (as the case

may be) Quasi-Security,

which is

Permitted Security.

23.16

Disposals

23.16.1

Except as

permitted under

Clause

23.16.2

below,

no Obligor

shall (and

shall ensure

that no

other member

of the

Group will) enter into a single

transaction or a series of transactions (whether related

or not) and whether voluntary

or involuntary to sell, lease, transfer or otherwise dispose of any

asset.

23.16.2

Clause

23.16.1

above does not apply to any sale, lease, transfer or other disposal which is a Permitted Disposal.

23.17

Arm's length basis

23.17.1

Except as permitted by

Clause

23.17.2

below, no Obligor shall (and shall ensure

that no other member

of the Group

will) enter into any transaction with any person except on arm's length terms and for full market

value.

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

(

); and

(d)

fees,

costs

and

expenses

payable

under

the

Finance

Documents

the

amounts

set

out

the

Finance

Documents delivered

to the Facility

Agent under

Clause

(Initial conditions

precedent) or agreed

by the

Facility Agent.

23.18

Loans or credit

23.18.1

Except as

permitted under

Clause

23.18.2

below,

no Obligor

shall (and

shall ensure

that no

other member

of the

Group will) be a creditor in respect of any Financial Indebtedness.

23.18.2

Clause

23.18.1

above does not apply to a Permitted Loan.

23.19

No guarantees or indemnities

23.19.1

Except as

permitted under

Clause

23.19.2

below,

no Obligor

shall (and

shall ensure

that no

other member

of the

Group will) incur or allow to remain outstanding any guarantee in respect of

any obligation of any person.

23.19.2

Clause

23.20.1

does not apply to a guarantee which is a Permitted Guarantee.

23.20

Dividends and share redemption

23.20.1

Except as permitted under

Clause

23.20.2

below, the

Borrower shall not (and will

ensure that no other member of

the Group will):

(a)

declare,

make

pay

any

dividend,

charge,

fee

other

distribution

(or

interest

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

any of the shareholders of the Borrower; or

(d)

redeem, repurchase, defease, retire or repay any of its share capital or resolve

to do so.

23.20.2

Clause

23.20.1

above does not apply to a Permitted Distribution.

23.21

Financial Indebtedness

23.21.1

Except as permitted

under Clause

23.21.2

(

Financial Indebtedness

) below,

no Obligor shall (and

shall ensure that

no other member of the Group will) incur or allow to remain outstanding any Financial Indebtedness.

23.21.2

Clause

23.21.1

above does not apply to Financial Indebtedness which is Permitted Financial Indebtedness.

23.22

Share capital

23.22.1

No Obligor shall (and shall ensure that no other member of the Group will) issue any

shares.

23.22.2

Clause

23.22.1

does not apply to:

(a)

the issue

of shares

by a

member of

the Group

to another

person as

part of

a Permitted

BEE Transaction,

provided such issue does not lead to a Change of Control;

(b)

the issue of ordinary shares pursuant to the exercise of an Equity Cure Right;

(c)

the issue of

ordinary shares

by the Borrower

to Net1 where

such shares become

the subject of

Transaction

Security for the benefit of the Finance Parties;

(d)

the issue of

ordinary shares by

a member of

the Group to

another member of

the Group which

is a

shareholder

in it prior to

that issue where, if

any shares in the company

issuing those shares are the

subject of Transaction

Security,

such shares become the

subject of an equivalent

Security for the benefit

of the Finance Parties

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

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

any

event

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

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

and

Security and Financial Indebtedness

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

the

Group

will)

promptly

all

such

acts

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

the Finance Parties or their respective nominee(s)):

(a)

perfect

the

Security

created

intended

created

under

evidenced

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)

confer

the

Finance

Parties

Security

over

any

property

and

assets

that

Obligor

located

any

jurisdiction equivalent

or similar to the

Security intended to

be conferred by

or pursuant to the

Transaction

Security Documents; and/or

(c)

facilitate

the

realisation

the

assets

which

are,

are

intended

be,

the

subject

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

maintenance

any

Security

conferred

intended

conferred

the

Finance

Parties

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

expected

materially

adverse

the

Finance

Parties

without

the

express

prior

consent of the Facility Agent.

23.29.3

Subject to Clause

23.29.2

above, the Borrower

shall promptly supply

to the Facility Agent,

the details and

copies

any

amendments

made

proposed

made

the

Acquisition

Documents

and

any

proposed

actual

termination of the Acquisition Documents.

24.

EVENTS OF DEFAULT

Each of the

events or circumstances

set out in this

Clause

is an Event

of Default (save

for Clause

24.17

(Acceleration) and

Clause

24.18

(Clean-Up Period)).

24.1

Non-payment

Obligor

any

other

Security

Provider

does

not

pay

the

due

date

any

amount

payable

pursuant

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

(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

(Information Undertakings) or

Clause

(General Undertakings)

24.2.2

Obligor

any

other

Security

Provider

does

not

comply

with

any

provision

any

Transaction

Security

Document.

24.3

Other obligations

24.3.1

An Obligor

or any other

Security Provider

does not comply

with any provision

of the Finance

Documents (other

than those referred to in Clause

24.1

(Non-payment) and Clause

24.2

(Financial covenants and other obligations)).

24.3.2

No Event

of Default

under

Clause

24.3.1

above

will occur

if the

failure

to comply

is capable

of remedy

and

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

any

member

the

Group,

any

Obligor

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

Event

Default

will

occur

under

this

Clause

24.5

the

aggregate

amount

Financial

Indebtedness

commitment for

Financial Indebtedness

falling within

Clauses

24.5.1

24.5.4

above is

less than

ZAR5,000,000

(or its equivalent in any other currency or currencies).

24.6

Insolvency

24.6.1

A member of the Group, any Obligor or any other Security Provider:

(a)

is unable or admits inability to pay its debts as they fall due;

(b)

is deemed to, or is declared to, be unable to pay its debts under applicable law;

(c)

suspends or threatens to suspend making payments on any of its debts; or

(d)

reason

actual

anticipated

financial

difficulties,

commences

negotiations

with

one

its

creditors

(excluding

any

Finance

Party

its

capacity

such)

with

view

rescheduling

any

its

indebtedness.

24.6.2

The

Obligors

any

other

Security

Provider

deemed

any

authority

legislation

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

payments,

moratorium

any

indebtedness,

liquidation,

winding-up,

dissolution,

administration, judicial managements,

business rescue or reorganisation

(by way of voluntary arrangement,

scheme

arrangement

otherwise)

any

member

the

Group,

any

Obligor

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

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

any

winding-up

petition

which

frivolous

vexatious

and

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

full

force

and

effect

any

Transaction

Security

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

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

purports

repudiate

Finance

Document

any

the

Transaction

Security

evidences

intention

rescind

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

part

the

Loans,

together

with

accrued

interest,

and

all

other

amounts

accrued

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

(Representations);

(b)

any breach by a member of the Target

Group of an undertaking given by the

Target

Group under Clause

(General Undertakings); or

(c)

any Event of Default by a member of the Target

Group,

will be deemed not to

be a breach of representation

or warranty, a breach of that undertaking or

an Event of Default

(as the case may be) if:

(i)

it would

have

been

(if

it were

not

for

this provision)

breach

representation

warranty,

breach

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

Default

means

Event

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

representation

made

under

Clause

(

Clause

(

and

), Clause

(

), Clause

(

other obligations

), Clause

20.5

(

Validity

and admissibility in evidence

) and Clause

20.19

(

SECTION 9

CHANGES TO THE PARTIES

25.

CHANGES TO THE LENDERS

25.1

Cession and delegation by the Lenders

25.1.1

Subject to this Clause

, 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

any

splitting

claims

which

may

arise

result

Transfer

permitted

this

Agreement.

25.2

Obligor consent

25.2.1

The consent of the Obligors is not required for a Transfer

by an Existing Lender if:

(a)

the New Lender is another Lender or an Affiliate of a Lender;

(b)

the New Lender is a person identified in

Schedule 10

(Acceptable Lenders); or

(c)

an Event of Default is continuing.

Except

detailed

above,

the

express

consent

the

Obligors

required

for

Transfer

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

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

(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

any

Obligor,

any

other

member

the

Group,

any

other

Security

Provider of its obligations under the Finance Documents or any other documents;

(d)

the accuracy of

any statements

(whether written or

oral) made

in or in

connection with any

Finance Document

or any other document,

and any representations or warranties implied by law are excluded.

25.4.2

Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

(a)

has made

(and

shall continue

to make)

its own

independent investigation

and

assessment of

the financial

condition

and

affairs

each

Obligor

and

its

entities

connection

with

its

participation

this

Agreement and

has not

relied exclusively

on any

information provided

to it

by the Existing

Lender or

any

other Finance Party in connection with any Finance Document or the Transaction

Security; and

(b)

will continue to

make its own

independent appraisal of

the creditworthiness of

each Obligor and

its related

entities whilst any amount is or may be outstanding under the Finance Documents

or any Commitment is in

force.

25.4.3

Nothing in any Finance Document obliges an Existing Lender to:

(a)

accept a re-transfer from a

New Lender of any

of the rights and

obligations Transferred under this Clause

;

(b)

support any

losses directly

or indirectly

incurred by

the New Lender

by reason

of the non-performance

an Obligor of its obligations under the Finance Documents or otherwise.

25.5

Procedure for transfer

25.5.1

Subject to the conditions set out

in Clause

25.2

(

Obligor consent

) and Clause

25.3

(Other conditions of transfer) a

Transfer

is effected

in accordance

with Clause

25.5.3

below when

the Facility

Agent executes

an otherwise

duly

completed

Transfer

Certificate delivered

to it

by the

Existing Lender

and

the New

Lender.

The Facility

Agent

shall,

subject

Clause

25.5.2

below,

soon

reasonably

practicable

after

receipt

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

the

Transfer

shall

ceded

and

delegated

the

Existing

Lender

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

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

released

from

further

obligations

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,

soon

reasonably

practicable

after

has

executed

Transfer

Certificate,

send

the

Borrower a copy of that Transfer Certificate.

26.

CHANGES TO THE OBLIGORS

26.1

Cessions and delegations by Obligors

No Obligor nor

any other Security

Provider may cede

any of its

rights or delegate

any of its

rights or obligations

under

the Finance Documents.

26.2

Additional Guarantors

26.2.1

Subject

compliance

with

the

provisions

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

the

Facility

Agent

duly

completed

and

executed Accession Letter; and

(b)

the

Facility

Agent

has

received

all

the

documents

and

other

evidence

listed

Part

(

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

it)

all

the

documents

and

other

evidence

listed

Part

(

Conditions Precedent

26.2.4

Other than

to the

extent that

the Lenders

notify the

Facility Agent

in writing

to the

contrary before

the Facility

Agent gives the

notification described in

Clause

26.2.3

above, the

Lenders authorise (but

do not

require) the Facility

Agent to give that notification.

The Facility Agent shall not be liable for any damages,

costs or losses whatsoever

as a result of giving any such notification.

26.3

Repetition of Representations

Delivery of an

Accession Letter constitutes

confirmation by the

relevant Subsidiary that

the representations and

warranties

referred

Clause

20.28

(

Times

when

representations

made

)

are

true

and

correct

relation

the

date

delivery as if made by reference to the facts and circumstances then existing.

SECTION 10

THE FINANCE PARTIES

27.

ROLE OF THE FACILITY

AGENT, THE ARRANGER

AND OTHERS

27.1

Appointment of the Facility Agent

27.1.1

Each of the Arranger

and the Lenders appoints

the Facility Agent

to act as its agent

under and in connection

with

the

Finance

Documents

(other

than,

respect

the

GBF

Lender

only,

connection

with

the

day-to-day

administration of the GBF Documents).

27.1.2

Each

the

Arranger

and

the

Lenders

authorises

the

Facility

Agent

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

above.

27.2.2

The Facility Agent shall be entitled to request instructions, or

clarification of any instruction, from the Lenders (or,

if the relevant Finance Document stipulates the matter is

a decision for any other Lender or group of Lenders, from

that Lender or

group of Lenders) as

to whether,

and in what manner,

it should exercise or

refrain from exercising

any right, power, authority or discretion and the Facility Agent may refrain from acting unless and until it receives

any such instructions or clarification that it has requested.

27.2.3

Save in the case of decisions stipulated to be a

matter for any other Lender or group of

Lenders under the relevant

Finance Document and

unless a contrary indication

appears in a Finance

Document, any instructions

given to the

Facility Agent

by the

Lenders shall

override

any conflicting

instructions

given by

any other

Parties and

will be

binding on all Finance Parties.

27.2.4

The Facility Agent may refrain from acting in accordance with any instructions of any Lender or group of Lenders

until it has received any indemnification and/or security that it may

in its discretion require (which may be greater

in extent than that contained

in the Finance Documents and

which may include payment

in advance) for any cost,

loss or liability which it may incur in complying with those instructions.

27.2.5

In the absence

of instructions, the

Facility Agent may

act (or refrain

from acting)

as it considers

to be in

the best

interest of the Lenders.

27.2.6

The Facility Agent is not

authorised to act on

behalf of a Lender

(without first obtaining that

Lender's consent) in

any legal or

arbitration proceedings relating

to any Finance Document.

This Clause

27.2.6

shall not apply

to any

legal or arbitration proceeding relating to the perfection, preservation or protection

of rights under the Transaction

Security Documents or enforcement of the Transaction

Security or Transaction Security Documents.

27.3

Duties of the Facility Agent

27.3.1

The Facility Agent's duties under the Finance Documents are solely mechanical

and administrative in nature.

27.3.2

Subject to Clause

27.3.3

below, the

Facility Agent shall promptly

forward to a Party

the original or a copy

of any

document which is delivered to the Facility Agent for that Party by any other Party.

27.3.3

Without

prejudice

to Clause

25.6

(

Copy of

Transfer

Certificate to

), Clause

27.3.2

above shall

not apply

to any

Transfer Certificate.

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

the

Facility

Agent

the

Arranger

shall

bound

account

any

Lender

for

any

sum

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

document

believed

it to

be genuine,

correct

and

appropriately authorised;

(b)

assume that:

(i)

any instructions received by it from the Lenders, any Lenders or

any group of Lenders are duly given

in accordance with the terms of the Finance Documents; and

(ii)

unless it has received notice of revocation, that those instructions have not been revoked;

and

(c)

rely on a certificate from any person:

(i)

any

matter

fact

circumstance

which

might

reasonably

expected

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)

Default

has

occurred

(unless

has

actual

knowledge

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

services

any

lawyers,

accountants,

tax

advisers,

surveyors or other professional advisers or experts.

27.7.4

Without prejudice

to the generality of

Clause

27.7.3

above or Clause

27.7.5

below,

the Facility Agent may

at any

time engage

and pay

for the

services of

any lawyers

to act

as independent

counsel to

the Facility

Agent (and

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

risk

its

own

funds

otherwise

incur

any

financial

liability

the

performance

its

duties,

obligations

responsibilities

the

exercise

any

right,

power,

authority

discretion

has

grounds

for

believing

the

repayment

such

funds

adequate

indemnity

against,

security

for,

such

risk

liability

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

(c)

whether any other event specified in any Finance Document has occurred.

27.10

Exclusion of liability

27.10.1

Without

limiting Clause

27.10.2

below (and

without prejudice

to any

other provision

of any

Finance Document

excluding or limiting the liability of the Facility Agent,

the Facility Agent, will not be liable for:

(a)

any damages, costs or losses to any person, any

diminution in value, or any liability whatsoever arising as a

result of taking

or not

taking any

action under or

in connection

with any Finance

Document or

the Transaction

Security, unless directly

caused by its gross negligence or wilful misconduct;

(b)

exercising, or not

exercising, any right,

power, authority

or discretion given

to it by,

or in connection

with,

any Finance Document, the Transaction

Security or any other agreement, arrangement

or document entered

into,

made

executed

anticipation

of,

under

connection

with,

any

Finance

Document

the

Transaction Security; or

(c)

without

prejudice

the

generality

paragraphs

and

above,

any

damages,

costs

losses

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

malfunction

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

Clause

27.11.3

below,

the

Borrower

shall

immediately

demand

reimburse

any

Lender

for

any

payment that Lender makes to the Facility Agent pursuant to Clause

27.11.1

above.

27.11.3

Clause

27.11.2

above shall not

apply to the

extent that the

indemnity payment in respect

of which the

Lender claims

reimbursement relates to a liability of the Facility Agent to an Obligor.

27.12

Resignation of the Facility Agent

27.12.1

The Facility Agent

may resign and

appoint one of

its Affiliates acting

through an office in

South Africa as

successor

by giving notice to the Lenders and the Borrower.

27.12.2

Alternatively the

Facility Agent

may resign

by giving

30 days' notice

to the

Lenders and

the Borrower,

in which

case the Lenders (after consultation with the Borrower) may appoint a successor

Facility Agent.

27.12.3

If the

Lenders have

not appointed

a successor

Facility Agent

in accordance

with Clause

27.12.2

above within

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

(and

any

agency

fees for

the

account of the retiring Facility

Agent shall cease to

accrue from (and shall be

payable on) that date).

Any successor

and each

of the

other Parties

shall have

the same

rights and

obligations amongst

themselves as

they would

have

had if such successor had been an original Party.

27.12.7

The Facility

Agent shall

resign in

accordance with

Clause

27.12.2

above (and,

to the

extent applicable,

shall use

reasonable endeavours

to appoint

a successor

Facility Agent

pursuant to

Clause

27.12.3

above) if

on or

after the

date which

is three

months before

the earliest

FATCA

Application

Date relating

to any

payment

to the

Facility

Agent under the Finance Documents, either:

(a)

the Facility

Agent fails

to respond

to a request

under Clause

14.7

(FATCA

information) and

the Borrower

or a

Lender reasonably

believes that

the Facility

Agent

will not

be (or

will have

ceased to

be) a

FATCA

Exempt Party on or after that FATCA

Application Date;

(b)

the information supplied by the Facility

Agent pursuant to Clause

14.7

(FATCA

information) indicates that

the Facility

Agent will

not be (or

will have

ceased to be)

a FATCA

Exempt Party

on or

after that

FATCA

Application Date; or

(c)

the Facility

Agent notifies

the Borrower

and the

Lenders that

the Facility

Agent will

not be

(or will

have

ceased to be) a FATCA

Exempt Party on or after that FATCA

Application Date;

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

the

successor

Facility

Agent

shall

take

effect

the

date

specified

the

notice

from

the

Lenders to the retiring

Facility Agent.

As from this date, the

retiring Facility Agent shall

be discharged from

any

further obligation in respect of the Finance Documents (other than its obligations under

Clause

27.13.2

above) but

shall remain

entitled to

the benefit

of Clause

16.3

(Indemnity to

the Facility

Agent) and

this Clause

(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

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

notice

the

Facility

Agent

appoint

person

receive

its

behalf

all

notices,

communications,

information

and

documents

made

despatched

that

Lender

under

the

Finance

Documents.

Such notice

shall contain

the address,

fax number

and (where

communication by

electronic mail

other electronic means is permitted under Clause

32.6

(Electronic communication)) electronic mail address and/or

any

other

information

required

enable

the

transmission

information

that

means (and,

each

case,

the

department or officer,

if any, for

whose attention communication is to

be made) and be treated as a

notification of

a substitute

address, fax

number,

electronic mail

address (or

such other

information), department

and officer

that Lender for the purposes of Clause

(Addresses) and Clause

32.6.1

delegation by the Lenders

(Electronic communication) and the

Facility

Agent

shall

entitled

treat

such

person

the

person

entitled

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

each

member

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

connection

with

any

Finance

Document,

the

Transaction

Security,

the

transactions

contemplated

the

Finance

Documents

any

other

agreement,

arrangement

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

cession

and

delegation

by the

Original

Lender

accordance

with

Clause

25.1

(

Cession

and

) 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

(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

(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

obliged

make

under

the

Finance

Documents

and

apply

the

amount

deducted

towards

satisfaction

the

amount

owed.

For

the

purposes

the Finance

Documents

that

Party

shall

regarded

having

received any amount so deducted.

28.

CONDUCT OF BUSINESS BY THE FINANCE PARTIES

No provision of this Agreement will:

28.1

interfere with the right of any Finance Party to arrange its affairs (tax

or otherwise) in whatever manner it thinks fit;

28.2

oblige any

Finance Party

to investigate

or claim

any credit,

relief, remission

or repayment

available to

it or

the extent,

order and manner of any claim; or

28.3

oblige

any

Finance

Party

disclose

any

information

relating

its

affairs

(tax

otherwise)

any

computations

respect of Tax.

29.

SHARING AMONG THE FINANCE PARTIES

29.1

Payments to Finance Parties

Finance

Party

Recovering

Finance

Party

)

receives

recovers

any

amount

from

Obligor

other

than

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

((

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

)

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

distribution

the

Facility

Agent

under

Clause

29.2

(Redistribution

payments)

payment

received

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

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

between

the

relevant

Obligor

and

each

relevant

Sharing

Finance

Party,

amount

equal

the

relevant

Redistributed Amount will be treated as not having been paid by that Obligor.

29.6

Exceptions

29.6.1

This Clause

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

30.

PAYMENT

MECHANICS

30.1

Payments to the Facility Agent

30.1.1

On each

date on

which an

Obligor or

a Lender

is required

to make

a payment

under a

Finance Document

(other

than

GBF

Document),

that

Obligor

Lender

shall

make

the

same

available

the

Facility

Agent

(unless

contrary indication appears in a Finance Document)

in ZAR for value by no later than 12h00 (Johannesburg

time)

on the due

date at the

time and in

such funds specified

by the Facility

Agent by

way of a

funds flow

schedule or

otherwise.

30.1.2

Payment shall be made to the following account of the Facility Agent:

Bank:

FirstRand Bank Limited

Account name:

RMB Domestic Money Market Account

Account number:

XXX

Branch code:

255005

Reference:

IBDZHZCC

or such other account in South Africa with such bank as the Facility Agent specifies.

30.2

Distributions by the Facility Agent

Each payment received by the

Facility Agent under the Finance

Documents for another Party shall,

subject to Clause

30.3

(

Distributions to an Obligor

) and Clause

30.4

(

Clawback

) be made available by the Facility Agent as soon as practicable

after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender), to such

account as

that Party

may notify

to the

Facility Agent by

not less than

five Business

Days' notice with

a bank

in South

Africa in writing.

30.3

Distributions to an Obligor

The Facility

Agent may

(with the

consent of

the Obligor

or in

accordance with

Clause

(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

whom

that

amount

(or

the

proceeds

any

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

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;

(c)

thirdly

, in or towards payment

pro rata of any principal

due but unpaid under those

Finance Documents; and

(d)

fourthly

, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

30.5.2

The

Facility

Agent

shall,

directed

the Lenders,

vary

the

order

set out

Clauses

above.

30.5.3

Clauses

30.5.1

and

30.5.2

above will override any appropriation made by an Obligor.

30.6

Set-off by the Obligors

All payments to be made by an Obligor under the Finance

Documents shall be calculated and be made without

(and free

and clear of any deduction for) set-off or counterclaim.

30.7

Business Days

30.7.1

Any payment under

the Finance Documents

which is due to

be made on a

day that is not

a Business Day shall

made on the next Business Day in the

same calendar month (if there is one)

or the preceding Business Day (if there

is not).

30.7.2

During any extension of the due date for payment of any principal or Unpaid Sum under this Agreement interest is

payable on the principal or Unpaid Sum at the rate payable on the original due date.

30.8

Currency of account

30.8.1

Subject to Clauses

30.8.2

and

30.8.3

below, ZAR is the currency of account and payment for any sum due from an

Obligor under any Finance Document.

30.8.2

Each payment in respect of costs, expenses or Taxes

shall be made in the currency in which the costs, expenses or

Taxes are

incurred, provided that the Facility

Agent shall notify the Borrower

should there be any costs, expenses

or Taxes incurred

in a currency other than ZAR.

30.8.3

Any amount expressed to be payable in a currency other than ZAR shall be paid in

that other currency.

30.9

Disruption to payment systems etc.

If the Facility

Agent determines (in

its discretion) that

a Disruption Event

has occurred or

the Facility Agent

is notified

by the Borrower that a Disruption Event has occurred:

30.9.1

the Facility Agent may,

and shall if requested to

do so by the Borrower,

consult with the Borrower with

a view to

agreeing with the

Borrower such changes to

the operation or administration

of the Facilities as

the Facility Agent

may deem necessary in the circumstances;

30.9.2

the

Facility

Agent

shall

not

obliged

consult

with

the

Borrower

relation

any

changes

mentioned

Clause

30.9.1

above if, in its

opinion, it is not practicable

to do so in

the circumstances and, in any

event, shall have

no obligation to agree to such changes;

30.9.3

the

Facility

Agent

may

consult

with

the

Finance

Parties

relation

any

changes

mentioned

Clause

30.9.1

above but shall not be obliged to do so if, in its opinion, it is not practicable to do

so in the circumstances;

30.9.4

any such changes agreed upon by the Facility Agent and

the Borrower shall (whether or not it is

finally determined

that a

Disruption Event

has occurred)

be binding

upon the

Parties as

an amendment

to (or,

as the

case may

be,

waiver

of)

the terms

the Finance

Documents

notwithstanding

the provisions

Clause

(

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

above.

31.

SET-OFF

A Finance Party

may set

off any matured

obligation due from

an Obligor under

the Finance

Documents (to the

extent beneficially

owned by that Finance Party) against any matured obligation owed by

that Finance Party to that Obligor, regardless of the place

of payment,

booking branch

or currency

of either

obligation.

If the

obligations are

in different

currencies, the

Finance Party

may convert either obligation at a market rate of exchange in its usual course

of business for the purpose of the set-off.

32.

NOTICES

32.1

Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless

otherwise stated, may be made by fax or letter.

32.2

Addresses

32.2.1

The address and fax number (and the department or officer,

if any, for whose attention the communication

is to be

made) of each Party for

any communication or document

to be made or delivered

under or in connection

with the

Finance Documents is:

(a)

in the case of the Obligors:

Address:

4 Harris Road

Sandton

Johannesburg

Gauteng

2196

Email:

XXX

For the attention of:

Steven Heilbron

(b)

in the case of the Facility Agent:

Address:

1 Merchant Place

14th Floor

Cnr Fredman Drive and Rivonia Road

Sandton, 2196

Email:

XXX

For the attention of:

Theresa Rheeder

(c)

in the case of the Arranger:

Address:

1 Merchant Place

14th Floor

Cnr Fredman Drive and Rivonia Road

Sandton, 2196

Email:

XXX

For the attention of:

Head

Transaction

Management

Investment

Banking

Division

(d)

in the case of the GBF Lender:

Address:

1 Merchant Place

14th Floor

Cnr Fredman Drive and Rivonia Road

Sandton, 2196

Email:

XXX

For the attention of:

Head

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

(

The Original

in the case of any other Lender, that notified in writing to the Facility Agent on or prior to the date on which

it becomes a Party,

or any substitute address,

fax number or department

or officer as the

Party may notify to

the Facility Agent (or

the Facility

Agent may

notify to

the other

Parties, if

a change

is made

by the

Facility Agent)

by not

less than

five Business

Days'

notice.

32.3

Domicilia

32.3.1

Each of the

Parties chooses its

physical address provided

under or in

connection with Clause

(

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

document

made

delivered

one

person

another

under

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)

way

fax,

deemed

have

been

received

the

first

Business

Day

following

the

date

transmission provided that the fax is received in legible form;

(b)

if delivered by hand, be deemed to have been received at the time of delivery; or

(c)

if by

way of

courier service,

be deemed

to have

been received

on the

seventh Business

Day following

the

date of such sending,

and,

particular

department

officer

specified

part

its

address

details

provided

under

Clause

(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

32.4.3

above,

after 17h00. in the place of receipt shall be deemed only to become effective

on the following day.

32.5

Notification of address and fax number

Promptly upon receipt of notification of an address or fax number or change of address or fax number pursuant to Clause

(Addresses) or changing its own address

or fax number, the Facility Agent shall notify the

other Parties.

32.6

Electronic communication

32.6.1

Any communication to be made between any two Parties under or in connection with the Finance Documents may

be made by electronic mail or other

electronic means (including, without limitation,

by way of posting to a secure

website) if those two Parties:

(a)

notify each other in

writing of their electronic

mail address and/or any

other information required

to enable

the transmission of information by that means; and

(b)

notify each other of

any change to their address

or any other such information

supplied by them by not

less

than five Business Days' notice.

32.6.2

Any such

electronic communication

as specified

in Clause

32.6.1

above to

be made

between the

Obligors and

Finance Party may only be made in that

way to the extent that those

two Parties agree that, unless and until

notified

to the contrary,

this is to be an accepted form of communication.

32.6.3

Any

such

electronic

communication

as specified

Clause

32.6.1

above

made

between any

two

Parties

will be

effective

only

when

actually

received

(or

made

available)

readable

form

and

the

case

any

electronic

communication made by a Party to the Facility Agent only if it is addressed in such a manner as the Facility Agent

shall specify for this purpose.

32.6.4

Any electronic communication

which becomes effective,

in accordance with

Clause

32.6.3

above, after 17h00.

the place in which the

Party to whom the relevant

communication is sent or made

available has its address for

the

purpose of this Agreement shall be deemed only to become effective

on the following day.

32.6.5

Any reference in a Finance Document to a communication being sent or received shall be construed to

include that

communication being made available in accordance with this Clause

32.6.

32.7

English language

32.7.1

Any notice given under or in connection with any Finance Document must be in

English.

32.7.2

All other documents provided under or in connection with any Finance

Document must be:

(a)

in English; or

(b)

if not in English,

and if so

required by the Facility

Agent, accompanied by a certified

English translation and,

in this

case, the

English translation

will prevail

unless the

document is

a constitutional,

statutory or

other

official document.

33.

CALCULATIONS

AND CERTIFICATES

33.1

Accounts

In any litigation or arbitration

proceedings arising out of

or in connection with a

Finance Document, the entries made

the accounts maintained by a Finance Party are prima facie evidence of

the matters to which they relate.

33.2

Certificates and determinations

Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence

of manifest error, prima facie evidence

of the matters to which it relates.

33.3

Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the

basis of the actual

number of days elapsed

and a year of

365 days (irrespective

of whether the year

in question is a

leap

year).

34.

PARTIAL

INVALIDITY

If, at any time, any provision

of a Finance Document

is or becomes illegal, invalid,

unenforceable or inoperable in

any respect

under any law

of any jurisdiction,

neither the legality,

validity, enforceability

or operation of the

remaining provisions nor

the

legality, validity, enforceability or operation of such provision

under the law of

any other jurisdiction

will in any

way be affected

impaired.

The

term

inoperable

this

Clause

shall

include,

without

limitation,

inoperable

way

suspension

cancellation.

35.

REMEDIES AND WAIVERS

failure

exercise,

nor

any

delay

exercising,

the

part

any

Finance

Party,

any

right

remedy

under

Finance

Document or other document or

other indulgence shall operate as

a waiver, nor

shall any single or partial exercise

of any right

or remedy otherwise affect any of that Party’s rights in terms

of or arising from any Finance

Document or estop such Party from

enforcing, at any time and without notice, strict and punctual compliance with each and every provision or term of any Finance

Document.

No consent to any waiver or novation of a Party’s rights in terms of or arising from any Finance Document shall be

effective unless it is

in writing.

No single or partial

exercise of any right

or remedy shall prevent

any further or other

exercise

or the exercise of

any other right or

remedy.

The rights and remedies

provided in each Finance

Document are cumulative and

not exclusive of any rights or remedies provided by law.

36.

AMENDMENTS AND WAIVERS

36.1

Required consents

36.1.1

Subject

Clause

36.2

(All

Lender

matters)

and

Clause

36.3

(Other

exceptions),

any

term

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,

behalf

any

Finance

Party,

any

amendment

or waiver

permitted

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

any

such

amendment

waiver

permitted

this

Clause

which

agreed

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

Clause

(Mandatory prepayment and cancellation));

(b)

reduction

the

Margin

reduction

the

amount

any

payment

principal,

interest,

fees

commission payable;

(c)

a change in currency of payment of any amount under the Finance Documents;

(d)

an increase in

any Commitment or

the Total

Commitments, an extension

of any Availability

Period or any

requirement that a cancellation of Commitments

reduces the Commitments of the

Lenders rateably under the

relevant Facility;

(e)

any provision which expressly requires the consent of all the Lenders;

(f)

Clause

2.3

(Finance

Parties'

rights

and

obligations),

Clause

5.1

(Delivery

Utilisation

Request),

Clause

Tax Gross up and Indemnities

(Illegality),

Clause

(

Mandatory

Prepayment

and

Cancellation

the

definition

"Change

Control"

Clause

1.1.30

(Definitions),

Clause

8.5

(

Application

mandatory

prepayments

and

cancellations

, Clause

9.10

(Application of prepayments), Clause

(

), Clause

(

Increased

Costs

Clause

(

Other

Indemnities

Clause

(Changes

the

Lenders),

Clause

(

Changes to the

), this Clause

or Clause

(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

the

subject

the

Transaction

Security

where

such

sale

disposal

expressly

permitted

under

this

Agreement or any other Finance Document);

(h)

the

release

any

Transaction

Security

unless

permitted

under

this

Agreement

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

(Illegality) or to pay additional

amounts pursuant to

Clause

(Increased costs), Clause

14.2

(Tax

gross-up) or Clause