レサカテクノロジーズの四半期報告

...................... 1

INTERPRETATION

.....

THE SENIOR FACILITIES

........................ 49

PURPOSE

CONDITIONS OF UTILISATION

................... 50

.............. 51

UTILISATION

............ 52

REPAYMENT

............. 53

PREPAYMENT

AND CANCELLATION

.... 53

PREPAYMENT

OFFERS AND PRIORITIES

............................. 61

INTEREST AND INTEREST PERIODS

CHANGES TO THE CALCULATION OF INTEREST

...... 66

BREAK COSTS AND BREAK GAINS

................ 66

........ 68

FEES

.......................... 69

TAX GROSS-UP AND INDEMNITIES

........ 70

CHANGES IN COSTS

OTHER INDEMNITIES

.............................. 76

MITIGATION BY THE LENDERS

............. 79

COSTS AND EXPENSES

............................ 79

GUARANTEE AND INDEMNITY

.............. 80

REPRESENTATIONS

INFORMATION UNDERTAKINGS

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

FINANCIAL COVENANTS

...................... 107

GENERAL UNDERTAKINGS

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

111

EVENTS OF DEFAULT

............................ 144

CHANGES TO THE LENDERS

................ 151

CHANGES TO THE OBLIGORS

.............. 155

FACILITY AGENT

SHARING AMONG THE FINANCE PARTIES

... 158

......................... 159

CONDUCT OF BUSINESS BY THE FINANCE PARTIES

......... 161

FINANCE PARTY RIGHTS

...................... 161

PAYMENT

MECHANICS

......................... 161

SET-OFF

CALCULATIONS AND CERTIFICATES

.................. 164

164

NOTICES

................. 165

AMENDMENTS AND WAIVERS

............. 170

CONFIDENTIALITY

................................ 170

GENERAL PROVISIONS

......................... 173

GOVERNING LAW

.. 175

JURISDICTION

........ 175

WAIVER

OF IMMUNITY

........................ 176

ANNEXURES

ANNEXURE

- THE PARTIES

ANNEXURE B

- CONDITIONS PRECEDENT

ANNEXURE C

- FORM OF TRANSFER CERTIFICATE

ANNEXURE D

- FORMS OF ACCESSION LETTER

ANNEXURE E

- FORM OF RESIGNATION LETTER

ANNEXURE F

- FORM OF COMPLIANCE CERTIFICATE

ANNEXURE G

- TRANSACTION SECURITY

ANNEXURE H

- ACCEPTABLE LENDERS

ANNEXURE I

- FORM OF CONFIDENTIALITY UNDERTAKING

ANNEXURE J

- DORMANT SUBSIDIARIES

ANNEXURE K

- DISCLOSURE SCHEDULE

ANNEXURE L

- GROUP STRUCTURE

ANNEXURE M

- MATERIAL CONTRACTS AS AT THE SIGNATURE

DATE

PARTIES

1.1

The Parties to this Agreement are –

1.1.1

Lesaka Technologies, Inc. (

Holdco

);

1.1.2

Lesaka

Technologies

Proprietary Limited,

registration number

2002/031446/07 (the

Term/RCF Borrower

);

1.1.3

the Parties

listed in

Part I

of Annexure

A (

The Original

Parties

) as

general banking

facility borrowers (the

Original WCF Borrowers

);

1.1.4

the Parties listed in Part

I of Annexure A (

The Original Parties

) as original guarantors

(the

Original Guarantors

);

1.1.5

the

Financial

Institutions

listed

Part

Annexure

(

the

Original

Parties

original lenders under the

Senior Term Facilities and the Senior

RCF (in this capacity,

together with the Original WCF Lender, the

Original Senior Lenders

);

1.1.6

FirstRand Bank Limited (acting through

its Rand Merchant Bank division) as

original

lender under Working Capital

Facilities (in

this capacity, the

Original WCF Lender

);

1.1.7

FirstRand

Bank

Limited

(acting

through

its

WesBank

division)

original

lender

under the WesBank Facility (in this capacity,

WesBank

);

1.1.8

FirstRand Bank Limited (acting

through its Rand Merchant

Bank division) as agent

the other Finance Parties (the

Facility Agent

); and

1.1.9

Bowwood

and

Main

408

(RF)

Proprietary

Limited,

registration

number

2024/200503/07, as holder of security for the benefit of the Finance Parties (the

Debt

Guarantor

1.2

The Parties agree as set out below.

INTERPRETATION

2.1

In this Agreement,

unless the

context indicates a

contrary intention,

the following words

and

expressions bear

the meanings

assigned to

them and

cognate expressions

bear corresponding

meanings –

2.1.1

Acceptable Bank

means -

2.1.1.1

any

Absa

Bank

Limited,

FirstRand

Bank

Limited,

Investec

Bank

Limited,

Nedbank Limited and The Standard Bank of South Africa Limited;

2.1.1.2

a bank or financial institution which has an international rating for its long-term

unsecured

and

non-credit

enhanced

debt

obligations

BBB-

higher

Standard

Poor's

Ratings

Services

Baa3

higher

Moody's

Investor

Services

Limited,

comparable

rating

from

internationally

recognised

credit rating agency; or

2.1.1.3

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

2.1.2

Accession Letter means

2.1.2.1

in relation to an Additional

Guarantor, a document

substantially in the form set

out in Part I of Annexure D (Forms of Accession Letter);

2.1.2.2

in relation

to an

Additional WCF

Borrower, a document

substantially in

the form

set out in Part II of Annexure D (Forms of Accession Letter); and

2.1.2.3

in relation to a WCF

Lender, a document substantially in

the form set out in

Part

III of Annexure D (Forms of Accession Letter);

2.1.3

Acquisition

GBF

means

the

general

banking

facilities

provided

RMB

the

Term/RCF

Borrower

about

September

2024,

enable

the

Term/RCF

Borrower to acquire all of the shares and claims in Adumo;

2.1.4

Additional Guarantor

means a

person which

becomes an

Additional Guarantor

accordance with clause

26.3

(Additional Guarantors);

2.1.5

Additional Obligor

means an Additional

WCF Borrower or

an Additional Guarantor;

2.1.6

Additional WCF Borrower

means a member

of the Covenant Group

in its capacity

as a

borrower under

a Working

Capital Facility

on it

becoming an

Additional WCF

Borrower in accordance with clause

26.2

(Additional WCF Borrower);

2.1.7

Adumo

means

Adumo

(RF)

Proprietary

Limited,

registration

number

2017/540380/07,

private

company

with

limited

liability

duly

incorporated

accordance with the laws of South Africa;

2.1.8

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;

2.1.9

Agreement

means this common terms agreement and its schedules; , in relation to a Loan, has the meaning given to that term in the

121

]R[R]T[T

-´-

2.1.10

Applicable Margin

Senior Facility Agreement relating to that Loan;

2.1.11

Auditors

means

one

PwC,

EY,

KPMG

Deloitte,

BDO,

any

other

firm

approved in writing in advance by the Facility Agent;

2.1.12

Availability

Period

relation

the

applicable

Senior

Term

Facility

the

Senior RCF,

has

the

meaning

given

that

term

the

applicable

Senior

Facility

Agreement;

2.1.13

Available

Commitment

relation

the

applicable

Senior

Term

Facility

the

Senior RCF, means a Lender's Commitment under that Senior Facility minus -

2.1.13.1

the

amount

its

participation

any

outstanding

Loans

under

that

Senior

Facility; and

2.1.13.2

relation

any

proposed

Utilisation,

the

amount

its

participation

any

Loans

that

are

due

made

under

that

Senior

Facility

before

the

proposed Utilisation Date;

2.1.14

Available

Facility

relation

the

applicable

Senior

Term

Facility

the

Senior

RCF, means the aggregate for the time being of

each Lender's Available Commitment

in respect of that Senior Facility;

2.1.15

Base Rate

means for an Interest Period of

any Loan or Unpaid Sum, JIBAR,

or for an

Interest Period

of a

Loan or

Unpaid Sum

which is

less than

a full

period of

three months

Broken

JIBAR

Period

the

rate

determined

accordance

with

the

following

formula -

where -

the Base Rate;

JIBAR for the period closest to but less than the Broken JIBAR Period

plus,

this

would

result

being

equal

the

JIBAR

Overnight

Deposit Rate, 0.10 per cent.;

JIBAR

for

the

period

closest

but

greater

than

the

Broken

JIBAR

Period;

the number of days in the Broken JIBAR Period;

the number of days in the

period for which R

is quoted on the first day

of the Broken JIBAR Period;

the number of days in the

period for which R

is quoted on the first day

of the Broken JIBAR Period;

2.1.16

Borrower

means the Term/RCF Borrower or a WCF Borrower;

2.1.17

Break Costs

, in relation to any Senior Facility,

has the meaning given to that term in

the applicable Senior Facility Agreement;

2.1.18

Break Gains

, in relation to any Senior Facility, has the meaning given to that term in

the applicable Senior Facility Agreement;

2.1.19

Business Day

means a day

(other than a

Saturday, a Sunday or official

public holiday)

on which banks are open for general business in Johannesburg;

2.1.20

Cash Connect Capital

means Cash Connect Capital

Proprietary Limited, registration

number 2017/029430/07, a private company

duly incorporated in accordance with

the

laws of South Africa;

2.1.21

Cash

Connect

Capital

RCF

Agreement

means

the

revolving

credit

facility

agreement concluded between

inter alios

Cash Connect Capital and RMB

on or about

29 November 2022,

pursuant to which

RMB agreed to

make a revolving

credit facility

of R300,000,000 available to Cash Connect Capital;

2.1.22

Cash Connect

Capital RCF

Finance Documents

means the

"Finance Documents"

as defined in the Cash Connect Capital RCF Agreement;

2.1.23

Cash Connect Group

Cession and Pledge

means the amended and

restated cession

security

provided

Cash

Connect

Capital,

Cash

Connect

Management,

Cash

Connect Rentals, Deposit Manager

and Main Street

1723 to RMB

as security for the

obligations

owing

RMB

account

the

Cash

Connect

Capital

RCF

Finance

Documents and the Cash Connect Management Finance Documents;

2.1.24

Cash Connect

Management

means Cash

Connect Management

Solutions Proprietary

Limited, registration

number 2006/010530/07,

a private

company with

limited liability

duly incorporated in accordance with the laws of South Africa;

2.1.25

Cash

Connect

Management

Facilities

Agreement

means

the

facilities

agreement

concluded

about

January

2022

between

Cash

Connect

Management

and

RMB, pursuant

to which

RMB made

facilities of

R1,050,000,000 available

to Cash

Connect Management;

2.1.26

Cash Connect Management

Finance Documents

means the “Finance

Documents”

as defined in the Cash Connect Management Facilities Agreement;

2.1.27

Cash

Connect

Management

Release

Agreement

means

the

release

and

consent

agreements, dated on

or about the

Signature Date, pursuant

to which RMB

agrees to

release -

2.1.27.1

any all security held by it

in relation to the Cash Connect Management Finance

Documents on the terms and on the conditions contained therein; and

2.1.27.2

Cash Connect Management, Cash Connect Rentals, Deposit Manager and Main

Street 1723 from the Cash Connect Group Cession and Pledge;

2.1.28

Cash Connect Rentals

means Cash Connect

Rentals Proprietary

Limited, registration

number 2009/007139/07, a

private company with

limited liability duly

incorporated in

accordance with the laws of South Africa;

2.1.29

Closing

Date

means

the

date

which

the

Facility

Agent

issues

the

notice

contemplated by clause

5.1

(

Initial conditions precedent

);

2.1.30

Code

means the United States Revenue Code of 1986;

2.1.31

Commitment

means

Senior

Term

Facility

Commitment,

Senior

RCF

Commitment,

the WesBank Commitment or a WCF Commitment;

2.1.32

Companies

Act

means

the

Companies

Act,

2008,

including

all

regulations

promulgated under that act;

2.1.33

Compliance

Certificate

means

certificate

substantially

the

form

set

out

Annexure F (

Form of Compliance Certificate

) or otherwise in the agreed form;

2.1.34

Confidential

Information

means

all

information

relating

Holdco,

any

other

Obligor, the Group, the Finance Documents or a Senior Facility in the

possession of a

Finance Party

in its

capacity as,

or for

the purpose

of becoming,

a Finance

Party or

which is received by

a Finance Party in

relation to, or for

the purpose of becoming

Finance Party under, the Finance Documents or a Senior Facility from either -

2.1.34.1

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

2.1.34.2

another

Finance

Party,

the

information

was

obtained

that

Finance

Party

from any member of the Group,

in whatever form, and

includes information given

orally and any document,

electronic

file

any other

way

of representing

recording information

which contains

derived or copied from such information but excludes information that -

2.1.34.2.1

is or

becomes public

information other

than as

a result

of any

breach by

that Finance Party of clause

(Confidentiality); or

2.1.34.2.2

is identified

in writing

at the

time of

delivery as

non-confidential by any

member of the Group or any of its advisers; or

2.1.34.2.3

is known by that

Finance Party before

the date the information

is disclosed

to it

in accordance

with clauses

2.1.34.1

2.1.34.2 above

or is

lawfully

obtained by

that Finance

Party after that

date, from

a source

which is,

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

breach

of,

and

not

otherwise

subject

to,

any

obligation

confidentiality;

2.1.35

Confidentiality Undertaking

means a confidentiality

undertaking substantially

in the

form set out in Annexure I (Form of Confidentiality Undertaking) or otherwise in

the

agreed form;

2.1.36

Control

means, in relation to any company or organisation or person -

2.1.36.1

the power

(whether by

way of

ownership of

shares, proxy,

contract, agency or

otherwise) to -

2.1.36.1.1

cast, or control the

casting of, more than

50.00 per cent. of

the maximum

number of votes that might be cast at a general meeting of that person; or

2.1.36.1.2

appoint or remove all, or the

majority, of

the directors or other equivalent

officers of that person; or

2.1.36.1.3

give directions with

respect to the

operating and financial policies

of that

person with which the directors or other equivalent officers of that

person

are obliged to comply; and/or

2.1.36.2

the holding

(beneficially or

legally) of

more than

50.00 per

cent. of

the issued

share capital of

that person (excluding

any part of

that issued share

capital that

carries no

right to

participate beyond

a specified

amount in

a distribution

of either

profits or capital),

and

Controlled

shall be construed accordingly;

2.1.37

Control

Event

has

the

meaning

given

that

term

clause

8.3

(

Mandatory

prepayment - change of control or transfer of business

);

2.1.38

Counter-indemnity

Agreement

means

the

written

counter-indemnity,

dated

about the Signature

Date, given by

the Obligors (on

a joint and

several basis) in

favour

of the Debt Guarantor;

2.1.39

Covenant Group

means the

Term/RCF

Borrower and

each of

its Subsidiaries

from

time to

time and

any partnership,

Joint Venture,

trust, juristic

person or

other entity

Controlled

the

Term/RCF

Borrower

any

its

Subsidiaries,

but

specifically

excluding CPS;

2.1.40

CPS

means

Cash

Paymaster

Services

Proprietary

Limited,

registration

number

1997/013382/07, a private company duly incorporated in accordance with the laws of

South Africa,

a company which is, as at the Signature Date, in liquidation;

2.1.41

Debt Guarantee

means the written first-ranking

debt guarantee, dated on

or about the

Signature Date,

given by

the Debt

Guarantor in

favour of

the Finance

Parties (other

than the

Debt Guarantor)

for the

obligations of

the Obligors

owed to

those Finance

Parties under the Finance Documents;

2.1.42

Debt Guarantor

Management Agreement

means the

agreement for

the management

and

administration

the

Debt

Guarantor,

dated

about

the

Signature

Date,

between the Debt Guarantor and

TMF Corporate Services (South Africa)

Proprietary

Limited;

2.1.43

Debt Guarantor

Owner Trust

means the

trustees for

the time

being of

the Project

Mercury Owner Trust, Master's Reference number IT000064/2025(G);

2.1.44

Default

means –

2.1.44.1

an Event of Default; or

2.1.44.2

any event or

circumstance which

(with the expiry

of any

applicable grace

period,

the

giving

notice,

the

making

any

determination

under

the

Finance

Documents or

any combination of

any of

the foregoing)

would be

an Event

Default;

2.1.45

Deposit Manager

means Deposit Manager

Proprietary Limited, registration

number

2010/016889/07,

private

company

with

limited

liability

duly

incorporated

accordance with the laws of South Africa;

2.1.46

Disruption Event

means either or both of –

2.1.46.1

a material

disruption to

those payment

or communications

systems or

to those

financial

markets

which

are,

each

case,

required

operate

order

for

payments to

be made

in connection

with the

Senior Facilities

(or otherwise

order for the transactions contemplated by the Finance Documents to be carried

out) which disruption is

not caused by,

and is beyond the

control of, any of

the

Parties; or

2.1.46.2

the occurrence of any other event which results in a disruption

(of a technical or

systems-related

nature)

the

treasury

payments

operations

Party

preventing that, or any other Party –

2.1.46.2.1

from performing its

payment obligations under

the Finance Documents;

2.1.46.2.2

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;

2.1.47

Dormant Subsidiary

means any member of the Covenant Group -

2.1.47.1

which does not trade (for itself or as agent for any person);

and

2.1.47.2

which does not

own, legally

or beneficially, assets (including

indebtedness owed

to it) which in aggregate (together with all such other members of the Covenant

Group which

are Dormant

Subsidiaries) have

a value

of R10,000,000

or more

(or its equivalent in other currencies);

2.1.48

Environment

means humans, animals,

plants and all

other living organisms

including

the ecological systems of which they form part and the following

media -

2.1.48.1

air

(including,

without

limitation,

air

within

natural

man-made

structures,

whether above or below ground);

2.1.48.2

water (including, without limitation, territorial, coastal and inland waters, water

under or within land and water in drains and sewers); and

2.1.48.3

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

2.1.49

Environmental

Claim

means

any

claim,

litigation,

arbitral

proceedings

administrative proceedings, formal notice or investigation by any authority in

respect

any Environmental

Law or

any authorisation

held (or

required to

be held)

under

applicable Environmental Law;

2.1.50

Environmental Law

means any applicable law or regulation which relates to -

2.1.50.1

the pollution or protection of the Environment;

2.1.50.2

harm to or the protection of human health and safety; or

2.1.50.3

the

generation,

handling,

transport,

storage,

burial,

use,

release,

disposal,

emission

spillage

any

Hazardous

Substances

which,

alone

combination

with

any

other,

capable

causing

harm

the

Environment,

including, without limitation, any waste;

2.1.51

Environmental Matters

means all matters relating to -

2.1.51.1

the pollution or protection of the Environment and/or human health and

safety;

2.1.51.2

the use, treatment,

storage, burial, disposal, transport

or handling of

Hazardous

Substances; or

2.1.51.3

Environmental Permits;

2.1.52

Environmental Permit

means any permit and/or 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 or in respect of any immovable

properties owned or used by any member of the Group;

2.1.53

Event of

Default

means any event

or circumstance specified

in clause

(

Events of

Default

);

2.1.54

Excluded Subsidiary

means -

2.1.54.1

Cash Connect Capital;

2.1.54.2

K2020 Connect Proprietary Limited, registration number 2020/263969/07;

and

2.1.54.3

any other

Subsidiary of

the Term/RCF

Borrower which

the Facility

Agent has

agreed in writing will be designated as an Excluded Subsidiary;

2.1.55

Existing

Finance

Documents

has

the

meaning

given

that

term

the

Lesaka

Release Agreement;

2.1.56

Existing Group

Indebtedness

means Financial

Indebtedness of the

members of

the

Group arising under the Existing Finance Documents;

2.1.57

Existing

Security

has

the

meaning

given

that

term

the

Lesaka

Release

Agreement;

2.1.58

Existing

Security

Discharge

Date

means,

respect

any

Existing

Security,

the

"Release Time" for

that Existing

Security as

defined in

the Lesaka

Release Agreement;

2.1.59

Facility

means a Senior Term Facility, the Senior RCF or a Working

Capital Facility;

2.1.60

FATCA

means -

2.1.60.1

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

2.1.60.2

any

treaty,

law

regulation

any

other

jurisdiction,

relating

intergovernmental agreement between the US and any other

jurisdiction, which

(in either

case) facilitates the

implementation of any

law or

regulation referred

to in clause

2.1.60.1

; or

2.1.60.3

any agreement

pursuant to

the implementation

of any

treaty,

law or

regulation

referred to in clauses

2.1.60.1

2.1.60.2

with the US Internal Revenue

Service,

the

government

any

governmental

taxation

authority

any

other

jurisdiction;

2.1.61

FATCA

Deduction

means

deduction

withholding

from

payment

under

Finance Document required by FATCA;

2.1.62

FATCA

Exempt Party

means a Party

that is entitled

to receive payments

free from

any FATCA

Deduction;

2.1.63

Fee

Letter

means

any

letter

letters

entered into

reference

this

Agreement,

dated on or

about the Signature Date,

between the Facility Agent

and/or the Original

Senior Lenders (or

any one of

them) and the

Term/RCF Borrower

setting out any

the fees referred to in clause

(Fees);

2.1.64

Final Discharge Date

means the date on which -

2.1.64.1

the

Senior

Term

Facility

Outstandings,

the

Senior

RCF

Outstandings

the

WesBank

Outstandings and

the WCF

Outstandings have

been irrevocably

and

unconditionally

paid

and

discharged

full

(whether

not

result

enforcement); and

2.1.64.2

Finance

Party

has

any

commitment

whatsoever

provide

finance

any

other form

of credit

or financial

accommodation to

any person

under any

Finance

Document,

certified

writing

the

Facility

Agent

(acting

the

instructions

all

the

Lenders)

within

Business

Days

receipt

request

for

confirmation

from

the

Term/RCF Borrower, if all the requirements above have in fact been met;

2.1.65

Final Maturity Date

, in relation to each Senior Term Facility or the Senior RCF, has

the meaning

given to

that term

in the

applicable Senior

Term

Facility Agreement

the Senior RCF Agreement, respectively;

2.1.66

Finance Document

means -

2.1.66.1

this Agreement;

2.1.66.2

the Senior Term Facility A Agreement;

2.1.66.3

the Senior Term Facility B Agreement;

2.1.66.4

the Senior RCF Agreement;

2.1.66.5

each WCF Document;

2.1.66.6

each WesBank Agreement;

2.1.66.7

the Lesaka Release Agreement;

2.1.66.8

the Cash Connect Management Release Agreement;

2.1.66.9

the Debt Guarantee;

2.1.66.10

the Counter-indemnity Agreement;

2.1.66.11

each Security Document;

2.1.66.12

each Security Structure Document;

2.1.66.13

each Fee Letter;

2.1.66.14

the Further Rights Letter;

2.1.66.15

any Intercreditor Agreement;

2.1.66.16

any

Subordination Agreement;

2.1.66.17

any Transfer Certificate;

2.1.66.18

any Accession Letter;

2.1.66.19

any Resignation Letter;

2.1.66.20

each Utilisation Request;

2.1.66.21

each Compliance Certificate;

2.1.66.22

each document

amending any

Finance Document

referred to

in this

clause above;

and

2.1.66.23

any other document

designated as

such by agreement

between the

Facility Agent

and the Term/RCF Borrower;

2.1.67

Finance Parties

means the Lenders, the

Facility Agent and the

Debt Guarantor (and

Finance Party

, as the context requires, means any of them);

2.1.68

Financial

means

the

date

which

the

Facility

Agent

delivers

the

notice

contemplated in clause

5.1

to the Term/RCF Borrower;

2.1.69

Financial Indebtedness

means any indebtedness for or in respect of -

2.1.69.1

moneys borrowed, credit provided and debit balances at financial

institutions;

2.1.69.2

any

amount

raised

acceptance

under

any

acceptance

credit

facility

dematerialised equivalent;

2.1.69.3

any amount raised

pursuant to any

note purchase facility

or the issue

of bonds,

notes, debentures, loan stock or any similar instrument;

2.1.69.4

the amount

of any

liability in

respect of

any lease

or hire

purchase contract

which

would,

accordance

with

IFRS,

treated

finance

capital

lease

but

excluding

any

Relevant

Operating

Lease

notwithstanding

any

change

(or

the

implementation of any change) to IFRS on or after 1 January 2019;

2.1.69.5

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

sold on a non-recourse basis);

2.1.69.6

any

amount raised

under

any other

transaction (including

any forward

sale or

purchase agreement) having the commercial effect of a borrowing;

2.1.69.7

any

Treasury

Transaction

(and,

when

calculating

the

value

that

Treasury

Transaction, only the mark-to-market value (or, if any actual amount is due as a

result of the termination or close-out of that derivative transaction, that amount)

shall be taken into account);

2.1.69.8

any amount raised by the issue of a share which by its terms (or by the

terms of

any security

into which

it is

convertible or

for which

it is

exchangeable) is

may become

mandatorily redeemable

or redeemable

at the

option of

its holder

(including upon

the occurrence

of any

default under

the terms

of issue

of any

such share);

2.1.69.9

any

counter-indemnity

obligation

respect

guarantee,

indemnity,

bond,

standby or documentary letter of

credit or any other instrument

issued by a bank

or financial institution; and

2.1.69.10

the amount

of any

liability in

respect of any

guarantee or indemnity

for any

the items referred to in clauses

2.1.69.1

2.1.69.9 above;

2.1.70

Further Rights

Letter

means the

letter agreement,

dated on

or about

the Signature

Date,

between,

amongst

others,

the

Term/RCF

Borrower

and

each

Original

Senior

Lender in

respect of

the Original

Senior Lenders'

rights in

relation to

inter alia

(i) a

refinancing by the Term/RCF Borrower of the Senior Term Facility Loans, the Senior

Term Facility Outstandings, the Senior

RCF Loans and the Senior RCF Outstandings

under the

Finance Documents,

and (ii)

the right

to quote

in relation

to any

transactional

banking requirements of Adumo and any of its Subsidiaries;

2.1.71

GAAP

means, in

relation to Holdco,

the generally accepted

accounting principles in

the US;

2.1.72

Group

means -

2.1.72.1

for the purposes of clauses

and

of this

Agreement, Holdco and

each of its

Subsidiaries from time

time

and

any

partnership,

Joint

Venture,

trust,

juristic

person

other

entity

Controlled by Holdco and/or any of its Subsidiaries ; and

2.1.72.2

for

all

other

clauses

this

Agreement

which

are

not

referred

clause

2.1.72.1

Holdco

and

each

its

Subsidiaries

from

time

and

any

partnership,

Joint

Venture,

trust,

juristic

person

other

entity

Controlled

Holdco

and/or

any

its

Subsidiaries

but

specifically

excluding

CPS

and

its

Subsidiaries;

2.1.73

Group Structure Chart

means the written

group structure

diagram attached hereto

Annexure

(Group

Structure

Chart),

or,

Holdco

has

delivered

further

group

structure

diagram

pursuant

clause

21.10.5

the

most

recently

delivered

group

structure diagram;

2.1.74

Guarantor

means an

Original Guarantor

or an

Additional Guarantor, to

the extent

that

it has

not ceased to

be a

Guarantor in

accordance with clause

26.5

(Resignation of a

Guarantor);

2.1.75

Hazardous

Substances

means

any

wastes,

pollutants,

contaminants

and

any

other

natural or

artificial substance

(whether in

the form

of a

solid, liquid,

gas or

vapour)

which, alone

or in

combination with other

substances, is capable

of causing harm

damage to the Environment or human health;

2.1.76

Holdco Cession & Pledge

means the pledge and cession

in securitatem debiti,

dated

on or about the Signature Date, given

in favour of the Debt Guarantor by Holdco

over

inter alia

2.1.76.1

its shares in and claims and related rights against the Term/RCF Borrower;

and

2.1.76.2

its rights, title and interest in and to the Secured Account;

2.1.77

Holding Company

, in

relation to

a company

or corporation,

means any

other company

or corporation in respect of which it is a Subsidiary;

2.1.78

IFRS

means

international

accounting

standards

promulgated

the

International

Accounting Standards Board

from time to

time, to the

extent applicable to

the relevant

financial statements or IFRS for small and medium enterprises, as applicable;

2.1.79

Indexed

in relation to

any sum, that

sum adjusted annually

to take account

of year-on-

year changes in the US CPI since the Signature Date;

2.1.80

Insurance

means any contract or policy of insurance and reinsurance taken out by or

on behalf of a member of the Group or under which it has a

right to claim;

2.1.81

Intellectual Property Rights

means -

2.1.81.1

any know-how,

patent, trade

mark, service

mark, design,

invention, trading

business name, domain name, topographical or similar right;

2.1.81.2

any copyright, data base or other intellectual property right; or

2.1.81.3

any interest and rights to use (including by way of licence) in the above,

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

2.1.82

Intercreditor

Agreement

means

the

intercreditor

agreement

entered

into

entered into between, amongst others, the Finance Parties;

2.1.83

Interest Payment Date

, in relation to a

Senior Term

Facility or the Senior

RCF,

has

the meaning

given to

that term

in the

applicable Senior

Term

Facility Agreement

the Senior RCF Agreement, respectively;

2.1.84

Interest Period

, in

relation to

a Senior

Term

Facility or

the Senior

RCF or

Unpaid

Sum in

relation thereto,

has the

meaning given

to that

term in

the applicable

Senior

Term Facility Agreement or the Senior RCF Agreement, respectively;

2.1.85

Internally Generated

Cash

means funds

generated from

the operating

activities of

the Covenant Group in the ordinary course of business which -

2.1.85.1

excludes

the

proceeds

any

Shareholder

Contributions

Financial

Indebtedness raised by a member of the Covenant Group; and

2.1.85.2

includes any disposal proceeds

generated through any

disposals contemplated in

clause

23.6.11

(Disposals);

2.1.86

Investec

means Investec Bank

Limited, registration number

1969/004763/06, a public

company with limited liability

duly incorporated in accordance

with the laws of

South

Africa;

2.1.87

JIBAR

means, for an Interest Period of any Loan or Unpaid Sum -

2.1.87.1

the applicable Screen Rate; or

2.1.87.2

(if

Screen

Rate

available for

the

Interest

Period of

that

Loan

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,

11h00

on the

Quotation Day

for the

offering

of deposits

Rand for

a period

comparable to that Interest Period;

2.1.88

JIBAR Overnight Deposit Rate

means -

2.1.88.1

the applicable Screen Rate; or

2.1.88.2

(if no

Screen Rate

is available)

the arithmetic

mean of

the rates

(rounded upwards

to four

decimal places),

as supplied

to the

Facility Agent at

its request,

quoted

by the Reference Banks to leading banks in the Johannesburg interbank market,

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

2.1.89

Joint

Venture

means

any

joint

venture

entity,

whether

company,

unincorporated

firm, undertaking,

association, joint

venture or

partnership (whether

en commandite

partnership or

any other partnership)

or similar

person, comprising an

association of

two or

more persons

to undertake

a business

enterprise through

a combination

of assets

and/or expertise

but specifically

excluding any

arrangement which

comprises solely

a profit-sharing arrangement;

2.1.90

Kwande

means

Kwande

Group

Proprietary

Limited,

registration

number

2000/003245/07,

private

company

with

limited

liability

duly

incorporated

accordance with the laws of South Africa;

2.1.91

Lenders

means -

2.1.91.1

the Senior Term Facility Lenders;

2.1.91.2

the Senior RCF Lenders;

2.1.91.3

WesBank;

and

2.1.91.4

the WCF Lenders,

and

Lender

, as the context requires, means any of them;

2.1.92

Lesaka

Release Agreement

means

the

agreement to

entered into

between

inter

alios

Holdco, the Term/RCF

Borrower and the

Facility Agent and persons

who have

provided

the

Existing

Group

Indebtedness

(other

than

the

Financial

Indebtedness

relating to

the Cash

Connect Management Finance

Documents) to

the Group,

which

inter alia

regulates –

2.1.92.1

the payment of the Existing Group Indebtedness; and

2.1.92.2

the release of the Existing Security;

2.1.93

Loan

means a

loan made

or to

be made

under a

Senior Facility, or

the principal

amount

outstanding of that loan from time to time;

2.1.94

Longstop Date

means 31 March 2025;

2.1.95

Main Street 1723

means Main Street

1723 Proprietary Limited, registration

number

2019/300711/07,

private

company

with

limited

liability

duly

incorporated

accordance with the laws of South Africa;

2.1.96

Majority Lenders

means, at any time, Lenders -

2.1.96.1

if there is any

Loan outstanding and no Default has

occurred and is continuing,

whose share in

the outstanding Loans

then aggregate 66⅔

per cent. or

more of

the aggregate of all the outstanding Loans of all of the Lenders;

2.1.96.2

there

any

Loan

then

outstanding

and

Default

has

occurred

and

continuing,

whose

the

outstanding

Loans

and

whose

undrawn

Commitments then

aggregate 66⅔

per cent

or more

of the

aggregate of

all the

outstanding Loans and the undrawn Commitments of all the Lenders;

2.1.96.3

there

Loan

then

outstanding,

whose

undrawn

Commitments

then

aggregate 66⅔ per cent or more of the Total Commitments; or

2.1.96.4

there

Loan

then

outstanding

and

the

Total

Commitments

have

been

reduced to

zero, whose

Commitments aggregated

66⅔ per

cent or

more of

the

Total Commitments immediately before the reduction;

2.1.97

Material

Adverse

Effect

means

event

circumstances

which

has

or,

the

reasonable

opinion of

the

Facility

Agent (acting

on the

instructions of

the

Majority

Lenders), is reasonably likely to have a material adverse effect on -

2.1.97.1

the business, operations

or financial

condition of any

Obligor, Security Provider,

the Group taken as a whole and/or the Covenant Group taken as

a whole;

2.1.97.2

the ability

of an

Obligor or

Security Provider

to perform

its payment

and/or other

material obligations under the Finance Documents; or

2.1.97.3

the

validity

enforceability

the

Finance

Documents

the

validity

enforceability

of,

the

effectiveness

ranking

any

Transaction

Security

granted or purported to be granted pursuant to any of the Finance

Documents or

the rights or

remedies of

any Finance

Party under

any of

the Finance

Documents;

2.1.98

Material Agreements

means -

2.1.98.1

any contract which contributes more than 5% the

total revenue of the Covenant

Group

(other than

the

Excluded

Subsidiaries) or

which contributes

than

2.5%

the

Consolidated EBITDA

(calculated

with reference

the

Holdco's

most recently delivered annual financial statements);

2.1.98.2

any other

agreement that

is material

to the

business of

the Covenant

Group (other

than

the

Excluded

Subsidiaries)

and

for

this

purpose

agreement

shall

considered

"material"

the

termination

that

agreement

(whether

voluntarily,

mutual

agreement or

pursuant to

breach of

the

terms

that

agreement by any party thereto) would have a Material Adverse Effect; and

2.1.98.3

any

other

written

agreement

document

any

time

designated

Material

Agreement

written

agreement

between

the

Term/RCF

Borrower

and

the

Facility Agent,

and the Material Contracts listed in Annexure M;

2.1.99

Material Group

Company

, where

used in

clause

(Events of

Default), means

Obligor or a Material Subsidiary;

2.1.100

Material

Insurance

Proceeds

has

the

meaning

given

that

term

clause

(Mandatory prepayment - material disposal and insurance proceeds);

2.1.101

Material Subsidiary

means, (i) any holding

company of another

Material Subsidiary,

and (ii) a Subsidiary of the Term/RCF

Borrower or a Subsidiary of any other Obligor

whose gross

assets, EBITDA (as

defined in

clause

2.1.101.4

below) or

total revenue

equal or exceed 5% of the gross assets, Consolidated EBITDA or total revenue of the

Covenant Group (excluding the Excluded Subsidiaries).

For this purpose -

2.1.101.1

the

gross

assets,

EBITDA

total

revenue

Subsidiary

the

Term/RCF

Borrower

Subsidiary

any

other

Obligor

(other

than

Excluded

Subsidiary)

will

determined

from

its

financial

statements

management

accounts

(in

each

case,

consolidated

has

Subsidiaries)

which

were

consolidated

into

the

latest

SEC

Form

and/or

latest

audited

consolidated

financial

statements

management

accounts

the

Term/RCF

Borrower

(adjusted

pro

forma

basis

contemplated

clause

21.1.1.3

21.1.5.2

(Financial statements), as applicable);

2.1.101.2

if a Subsidiary of the Term/RCF Borrower

or a Subsidiary of any other Obligor

becomes a member of the Covenant Group

(and is not an Excluded Subsidiary)

after

the

date

which the

latest

audited

consolidated financial

statements

management accounts of

the Term/RCF Borrower have been

prepared, the gross

assets, EBITDA or total revenue of that Subsidiary will be determined from the

latest SEC Form and/or the Term/RCF Borrower's

latest financial statements or

management accounts (in each case, consolidated if it has Subsidiaries);

2.1.101.3

the gross assets, Consolidated EBITDA or total revenue of the Covenant Group

will be determined from

the latest SEC

Form and/or the Term/RCF

Borrower's

latest

audited

consolidated

financial

statements

management

accounts

(adjusted

pro

forma

basis

contemplated

clause

21.1.1.3

21.1.5.2

(Financial statements), as applicable);

2.1.101.4

the

EBITDA

of a Subsidiary (or

a company or

business subsequently acquired

or disposed of) will

be determined on the

same basis as Consolidated

EBITDA

(as defined

in clause

2.2

(Financial Definitions)

below), except

that references

the

Covenant

Group

will

construed

references

that

Subsidiary,

company or business; and

2.1.101.5

where

financial

statements

and

management

accounts

Subsidiary

the

Term/RCF Borrower or

a Subsidiary

of any

other Obligor

are available

in respect

of the

same accounting

period, the

financial statements

shall be

used for

purposes

of making the necessary determinations.

2.1.102

Notwithstanding

the

above,

each

the

following

companies

will

Material

Subsidiary -

2.1.102.1.1

each Guarantor (other than Holdco);

2.1.102.1.2

any Subsidiary of the

Term/RCF Borrower

or any other Obligor

which is

party to a Material Agreement;

2.1.103

Month

means

period

starting

one

day

calendar

month

and

ending

the

numerically corresponding day in the next calendar month, except that -

2.1.103.1

(subject to clause

2.1.103.3 below

) if the numerically

corresponding day is not

Business Day,

that period

shall end

on the

next Business

Day in

that calendar

month

which that

period

end

there

one,

there

not,

the

immediately preceding Business Day;

2.1.103.2

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

2.1.103.3

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;

2.1.104

Obligors

means

the

Borrowers

and

the

Guarantors

(and

Obligor

the

context

requires, means any of them);

2.1.105

Mobikwik

means

One

Mobikwik

Systems

Limited

(previously

known

One

Mobikwik

Systems

Pvt

Ltd)

(Corporate

Identity

Number

U64201HR2008PLC053766), a company registered under the laws of

India;

2.1.106

Original Financial Statements

means, in relation to -

2.1.106.1

Holdco,

its

audited

consolidated

financial

statements

for

its

financial

year

ended 30 June 2024;

2.1.106.2

the

Term/RCF

Borrower,

its

audited

consolidated

financial

statements

for

the

financial year ended 30 June 2022;

2.1.106.3

Luxanio

227

Proprietary

Limited,

its

audited

financial

statements

for

the

financial year ended 31 July 2022;

2.1.106.4

GAAP Point of Sale Proprietary Limited,

its audited financial statements for

the

financial year ended 30 September 2024;

2.1.106.5

each

Adumo,

Adumo

Technologies

Proprietary

Limited,

Adumo

Payouts

Proprietary

Limited,

Adumo

Management

Company

Proprietary

Limited

and

Adumo

Payments Proprietary

Limited, its

audited financial

statements for

the

financial year ended 30 September 2023;

2.1.106.6

each

Deposit

Manager,

Cash

Connect

Management,

EasyPay

Proprietary

Limited, Main

Street 1723,

Prism Holdings

Technologies

Proprietary Limited,

Net1 Finance Holdings

Proprietary Limited, Cash

Connect Rentals and

EasyPay

Financial

Services Proprietary

Limited its

audited financial

statements for

the

financial year ended 30 June 2023;

2.1.106.7

each

Prism

Payment

Technologies

Proprietary

Limited,

Easypay

Cash

Proprietary

Limited,

K2021477132

(South

Africa)

Proprietary

Limited,

its

audited financial statements for the financial year ended 30 June 2022; and

2.1.106.8

Obovix

(RF)

Proprietary

Limited,

its

audited

financial

statements

for

the

financial year ended 28 February 2018;

2.1.107

Original Obligors

means the Term/RCF Borrower, the Original WCF Borrowers

and

the Original Guarantors (and

Original Obligor

, as the context requires, means any of

them);

2.1.108

Original Senior RCF

Lender

means each Original Senior

Lender which has

a Senior

RCF Commitment

set opposite

its name

in Column

5 (Senior

RCF Commitment) of

the table in Part II of

(The Parties);

2.1.109

Original Senior Term

Facility A Lender

means each Original Senior Lender which

has a Senior Term Facility A Commitment set opposite its name in Column 3 (Senior

Term Facility A Commitment) of the table in Part II of

(The Parties);

2.1.110

Original Senior Term

Facility B Lender

means each Original Senior Lender which

has a Senior Term

Facility B Commitment set opposite its name in Column 4 (Senior

Term Facility A Commitment) of the table in Part II of

(The Parties);

2.1.111

Original Senior

Term

Facility Lender

means each

Senior Term

Facility A

Lender

and each Senior Term Facility B Lender;

2.1.112

Original WCF Agreement

means the working capital

facility and/or general banking

facility agreement/s, dated on or about

the Signature Date, between the Original

WCF

Lender (as

lender), and

various members

of the

Covenant Group

(as borrowers

and

guarantors);

2.1.113

Original WCF Lender

means RMB;

2.1.114

Original

Working

Capital

Facility

means

direct

and

indirect

general

banking

and/or

working

capital

facility

provided

the

Original

WCF

Lender

the

WCF

Borrowers (or any one of them) under any Original WCF Agreement;

2.1.115

Party

means a party to this Agreement;

2.1.116

Permitted

Acquisition

has

the

meaning

given

that

term

clause

23.10

(Acquisitions);

2.1.117

Permitted Cash Management

Agreement

means any cash

management agreement

between a

member of

the Covenant

Group (other

than an

Excluded Subsidiary)

and

the Original WCF

Lender), but only for

so long as

it complies with

the requirements

of a Permitted Cash Management Arrangement;

2.1.118

Permitted Cash

Management Arrangement

means an

intra-day cash

pooling or

cash

concentration arrangement maintained with the

Original WCF Lender which provides

for the

aggregation of

positive cash

balances in

bank accounts

of Obligors

(who are

members of

the Covenant

Group and

for the

avoidance of

doubt excludes

Holdco) held

with the Original WCF Lender and/or set

off of such aggregate cash balances against

bank accounts deficits

of Obligors(who are

members of the

Covenant Group and

for

the avoidance of doubt

excludes Holdco) held with

the Original WCF Lender

for the

purposes

maximising

the

aggregate

interest

earned

those

Obligors

(who

are

members of the Covenant

Group and for the

avoidance of doubt excludes

Holdco) and

minimising

the

aggregate

interest

paid

those

Obligors

(who

are

members

the

Covenant Group and for the avoidance of doubt excludes Holdco);

2.1.119

Permitted Disposal

has the meaning given to that term in clause

23.6

(Disposals);

2.1.120

Permitted

Distribution

has

the

meaning

given

that

term

clause

23.21.1

(Distributions);

2.1.121

Permitted Encumbrance

has the meaning

given to that

term in clause

23.4

(Negative

pledge);

2.1.122

Permitted Financial Indebtedness

has the meaning given to that term in clause

23.5

(Financial Indebtedness);

2.1.123

Permitted Guarantee

has the meaning given

to that term in

clause

23.13

(Third party

guarantees);

2.1.124

Permitted Loan

has the meaning given to that term in clause

23.12

(Loans out);

2.1.125

Permitted Share

Issue

has

the meaning

given to

that term

clause

23.20.2

(Share

Capital);

2.1.126

Permitted Treasury Transaction

has the meaning given to that term in clause

23.14

(Treasury Transactions);

2.1.127

Quotation Day

, in relation

to any period

for which an

interest rate is

to be determined,

means the first

day of that

period or such

other day as

the Facility Agent

determines

is generally

treated

the

rate

fixing

day

market

practice

the

Johannesburg

interbank market;

2.1.128

Reference

Banks

means the

principal Johannesburg

offices

of Absa

Bank Limited,

FirstRand Bank Limited, Investec Bank Limited, Nedbank Limited and The Standard

Bank of South

Africa Limited, or

such other banks

as may be

appointed by

the Facility

Agent in consultation with the Term/RCF Borrower;

2.1.129

Refinancing

means the repayment,

prepayment, cancellation or

replacement, in full,

the

Senior

Term

Facility

Loans

and

Senior

Term

Facility

Outstandings

and

the

Senior RCF

Loans and

Senior RCF

Outstandings funded,

directly or

indirectly, by way

of the incurrence

by Holdco, the

Term/RCF

Borrower, any

other Obligor and/or

any

other member

of the Group

of Financial Indebtedness,

and

Refinance

and

Refinanced

shall

construed

accordingly.

For

the

purpose

this

definition

any

Permitted

Financial

Indebtedness

pursuant

clause

23.5.2

(Financial

Indebtedness)

shall,

relation to Holdco, be

excluded

from "Financial Indebtedness" to the

extent that that

Permitted Financial Indebtedness

is not funded

through the incurrence

by any member

of the Group (or any Affiliate of a member of the Group) of Financial Indebtedness;

2.1.130

Refinancing Penalties

has the meaning

given to that

term in clause

8.11

(Refinancing

and Refinancing Penalties);

2.1.131

Relevant

Nominating

Body

means

any

applicable

central

bank,

regulator

other

supervisory

authority

group

them,

any

working

group

committee

sponsored or chaired by, or constituted at the request of, any of them;

2.1.132

Related Fund

in relation to

a fund (the

first fund

), means a

fund which is

managed

or advised by the same investment manager or investment adviser as the first fund or,

if it is

managed by

a different investment

manager or

investment adviser, a

fund whose

investment manager

or investment

adviser is

an Affiliate

of the

investment manager

or investment adviser of the first fund;

2.1.133

Related Party

means, in relation to the Group –

2.1.133.1

any shareholder of

a member of

the Group who

is not a

member of the

Group;

and

2.1.133.2

any Affiliate of any shareholder referred to in clause

2.1.133.1,

other than, in each case, a Lender or an Affiliate of a Lender or any person who holds

less than

5% of

the issued

shares of

Holdco (itself

and together

with any

of its

Affiliates

and any of its Related Funds);

2.1.134

Replacement Benchmark

means a replacement for a Screen Rate -

2.1.134.1

that is

formally designated, nominated

or recommended as

the replacement for

that Screen Rate by:

2.1.134.1.1

the administrator of that Screen Rate; or

2.1.134.1.2

any Relevant Nominating Body,

provided that

if the

replacement for

that Screen

Rate has,

at the

relevant time,

been

formally

designated,

nominated

recommended

under

both

clauses

2.1.134.1.1

and

2.1.134.1.2

above, the

accepted Replacement

Benchmark will

that determined in accordance with clause

2.1.134.1.2

above; or

2.1.134.2

in the

opinion of

the Parties,

generally accepted

in the

international market

any relevant

domestic syndicated

loan market,

as the

appropriate replacement

for

that Screen Rate; or

2.1.134.3

in the opinion of the Parties, an appropriate replacement to that Screen

Rate;

2.1.135

Remaining Distributable

Balance

has the

meaning given

to this

term in

clause

9.4

(Remaining amount of Distributable Balance);

2.1.136

Repeating

Representations

means,

any time,

the

representations and

warranties

which

are

made

deemed

repeated

under

clause

20.32

(Times

for

making

representations and warranties);

2.1.137

Representative

means

any

representative,

delegate,

agent,

manager,

administrator,

nominee, attorney, trustee or custodian;

2.1.138

Resignation

Letter

means

letter

substantially

the

form

set

out

Annexure

(Form of Resignation Letter);

2.1.139

RMB

means

FirstRand

Bank

Limited

(acting

through

its

Rand

Merchant

Bank

division);

2.1.140

Sanctioned Entity

means -

2.1.140.1

a person, country or territory which

is listed on a

Sanctions List or is subject

Sanctions; and

2.1.140.2

a person which is ordinarily

resident in a country or

territory which is listed on

Sanctions List or is subject to Sanctions;

2.1.141

Sanctioned Transaction

means the use of

the proceeds of

the Senior Facilities

for the

purpose of financing or providing any credit, directly or indirectly, to -

2.1.141.1

a Sanctioned Entity; or

2.1.141.2

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

financing

providing

any

credit,

directly

indirectly,

Sanctioned Entity,

in each case to the extent that to do so is prohibited by, or would cause any breach of,

Sanctions;

2.1.142

Sanctions

means trade, economic

or financial sanctions,

laws, regulations, embargoes

or restrictive

measures imposed,

administered or

enforced from

time to

time by

any

Sanctions Authority;

2.1.143

Sanctions Authority

means -

2.1.143.1

the United Nations;

2.1.143.2

the European Union;

2.1.143.3

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

2.1.143.4

the government of the United States of America;

2.1.143.5

the government of the United Kingdom;

2.1.143.6

the government of the Republic of France; and

2.1.143.7

the government of Switzerland,

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

Foreign

Assets

Control

for

the

Department

Treasury

(

OFAC

the

Department

Commerce,

the

State

Department

the

Department

the

Treasury,

Her Majesty's Treasury (

HMT

) and the French Ministry of Finance.

2.1.144

Sanctions List

means -

2.1.144.1

the

Specially

Designated

Nationals

and

Blocked

Persons

List

maintained

OFAC;

2.1.144.2

the

Consolidated List

Financial Sanctions

Targets

and the

Investments Ban

List maintained by HMT,

and any similar list maintained, or

a public announcement of a Sanctions

designation

made,

any

Sanctions

Authority,

each

case

amended,

supplemented

substituted from time to time;

2.1.145

Screen Rate

means -

2.1.145.1

for JIBAR,

the Johannesburg

Interbank Agreed

Rate, polled

and published

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; or

2.1.145.2

for the JIBAR

Overnight Deposit Rate, the

SAFEX overnight call

deposit rate,

polled and published

by the South

African Futures Exchange

(a division of

the

JSE Limited) for

deposits in Rand,

as displayed on

the Reuters Screen

SAFEY

Page alongside the caption "

SFXROD

" at the applicable time.

If the

relevant page is

replaced or

the information service

ceases to

be available, the

Facility Agent (after consultation with

the Term/RCF Borrower and the Lenders) may

specify another page or service displaying the appropriate rate;

2.1.146

Screen Rate Replacement Event

means in relation to a Screen Rate -

2.1.146.1

the methodology, formula or other means of

determining the Screen Rate

has, in

the opinion of the parties, materially changed;

2.1.146.2

the

administrator of

the

Screen

Rate

its

supervisor publicly

announces that

such administrator is insolvent;

2.1.146.3

information is published in any order, decree, notice, petition or filing, however

described,

filed

with

court,

tribunal, exchange,

regulatory authority

similar

administrative,

regulatory

judicial

body

which

reasonably

confirms

that the administrator of the Screen Rate is insolvent,

provided that,

in each

case contemplated

by clauses

2.1.146.2

and

2.1.146.3

, at

that

time there is no successor administrator to continue to provide the Screen

Rate;

2.1.146.4

the administrator of

the Screen Rate

publicly announces

that it has

ceased or will

cease, to provide

the Screen Rate

permanently or indefinitely

and, at that

time,

there is no successor administrator to continue to provide the Screen Rate;

2.1.146.5

the supervisor

of the

administrator of

the Screen

Rate publicly

announces that

the Screen Rate has been or will be permanently or indefinitely discontinued;

2.1.146.6

the administrator of the Screen Rate or its supervisor announces that the

Screen

Rate may no longer be used;

2.1.146.7

the administrator of

the Screen Rate

determines that the

Screen Rate should

calculated in

accordance with

its reduced

submissions or

other contingency

fallback policies or arrangements and the circumstance(s) or event(s) leading to

such determination are not (in the opinion of

the Facility Agent) relevant for the

purposes of this Agreement;

2.1.146.8

any Relevant Nominating Body formally designates, nominates or recommends

a replacement for a Screen Rate;

2.1.146.9

the

opinion

the

Parties,

the

Screen

Rate

otherwise

longer

representative or

appropriate for

the purposes

of calculating

interest under

this

Agreement;

2.1.146.10

a public statement or publication of information by the

regulatory supervisor or

competent

authority

the

administrator

the

Screen

Rate,

insolvency

official with jurisdiction over the administrator

for the Screen Rate, an authority

with jurisdiction

over the administrator

for the Screen

Rate or a

court or

an entity

with similar insolvency

or authority over

the administrator for

the Screen Rate

made or issued which states that

the administrator of the Screen Rate

has ceased

will

cease

provide

the

Screen

Rate

(for

any

tenor)

permanently

indefinitely and, at

that time, there

is no

successor administrator to

continue to

provide that Screen Rate;

2.1.146.11

a public statement or publication of information by the

regulatory supervisor or

competent authority of

the administrator of

the Screen Rate

announces that the

Screen Rate (for any tenor) is no longer or,

as of a specified future date, will no

longer be

representative for

ZAR or

of the

underlying market

or the

economic

reality

that

the

Screen

Rate

intended

measure

and/or

that

such

representativeness will not be restored; or

2.1.146.12

the Screen

Rate ceases to

be permitted to

be used

as a

benchmark or

reference

rate or will be

prohibited from being

used or its

use will be

subject to restrictions

or adverse consequences;

2.1.147

SEC Form

means Holdco's -

2.1.147.1

quarterly

reports

filed

with

the

United

States

Securities

and

Exchange

Commission (

SEC

) on

Form 10-Q

in respect

of the

first 3

quarters of

each of

Holdco's financial

years

and which

include unaudited

condensed consolidated

financial statements; and

2.1.147.2

annual reports

filed with the SEC

on Form 10-K

in respect of each

of Holdco's

financial year ends and

which include audited

consolidated financial statements;

2.1.148

Secured Account

means a ring-fenced

bank account held

by Holdco with

FirstRand

Bank Limited and secured in favour of the Debt Guarantor;

2.1.149

Security

means -

2.1.149.1

mortgage

bond,

notarial

bond,

cession

security,

pledge,

hypothec,

lien,

charge,

assignment

other

security

interest

securing

any

obligation

any

person

any

other

agreement

arrangement

having

similar

effect

but

excluding statutory preferences;

2.1.149.2

any arrangement under which money or claims may

be applied, set off or made

subject to a combination of accounts

so as to effect

discharge of any sum owed

or payable to any person; or

2.1.149.3

any

other

type

preferential

agreement

arrangement

(including

title

retention) having an effect similar to the creation of a security interest;

2.1.150

Security Agreement

means -

2.1.150.1

the Security Cession & Pledge;

2.1.150.2

the Holdco Cession & Pledge;

2.1.150.3

each other pledge or cession

in securitatem debiti

referred to in clause

(South

African

Obligors

and

Material

Subsidiaries)

Annexure

(Transaction

Security);

2.1.150.4

each security agreement

referred to

in clause

(Non-South African

Obligors and

Material Subsidiaries) of

Annexure G (Transaction

Security) under the

laws of

the jurisdiction of

incorporation or formation

of any Obligor

who is

incorporated

or formed in a jurisdiction other than South Africa; and

2.1.150.5

each

security

agreement

entered,

required

entered,

into

under

clause

23.26

(Further Transaction Security);

2.1.151

Security Cession & Pledge

means the pledge and cession

in securitatem debiti,

dated

on or about the

Signature Date, given

in favour of the

Debt Guarantor by each

Obligor

(other than Holdco)) incorporated

in, or having property

situated in, South Africa

over

its rights,

claims and

interest in

and to

its property

stipulated in

clauses

1.1

and

1.2

(South

African

Obligors

and

Material

Subsidiaries)

Annexure

(Transaction

Security);

2.1.152

Security Document

means -

2.1.152.1

any Security Agreement; or

2.1.152.2

any other

document evidencing

or creating

any Security

over any

asset of

any

person

secure

any

obligation

any

Obligor

Finance

Party

under

the

Finance Documents;

2.1.153

Security Provider

means -

2.1.153.1

an Obligor;

2.1.153.2

Holdco; or

2.1.153.3

any

other person

party to

Security

Document from

time

pursuant to

which that

person provides

Transaction Security

for the

benefit of

the Finance

Parties;

2.1.154

Security Structure Document

means -

2.1.154.1

the memorandum of incorporation of the Debt Guarantor;

2.1.154.2

the Debt Guarantor Management Agreement; and

2.1.154.3

the trust

deed by

which the

Debt Guarantor

Owner Trust

has been

established

(together with the letters of authority

issued by the Master of

the High Court in

favour of the trustees of the Debt Guarantor Owner Trust);

2.1.155

Senior Facilities

means the Senior Term

Facilities, the Senior RCF and the Working

Capital Facilities (and

Senior Facility

, as the context requires, means any of them);

2.1.156

Senior Facility Agreements

means the Senior Term

Facility Agreements, the Senior

RCF Agreement

and the

WCF Agreements

(and

Senior Facility

Agreement

, as

the

context requires, means any of them);

2.1.157

Senior

Facility

Commitments

means

the

Senior

Term

Facility

Commitments,

the

Senior

RCF

Commitments

and

the

WCF

Commitments

(and

Senior

Facility

Commitment

, as the context requires, means any of them);

2.1.158

Senior

Facility

Outstandings

means

the

Senior

Term

Facility

Outstandings,

the

Senior RCF Outstandings and the WCF Outstandings;

2.1.159

Senior RCF

means the

secured revolving

credit loan facility

described in clause

3.3

(Senior RCF) made available under this Agreement and the Senior RCF Agreement;

2.1.160

Senior RCF Agreement

means the revolving

credit loan facility

agreement of up

the

Senior

RCF

Commitment,

dated

about

the

Signature

Date,

between

the

Original

Senior

RCF

Lenders,

the

Facility

Agent

and

the

Term/RCF

Borrower

(as

borrower);

2.1.161

Senior RCF Commitment

means -

2.1.161.1

in relation to an

Original Senior RCF Lender,

the amount set opposite its

name

under

the

heading

"Senior

RCF

Commitment"

Part

(The

Parties) plus any amounts voluntarily

repaid in relation to

Senior Term

Facility

A and the amount of any

other Senior RCF Commitment transferred to it under

this Agreement; and

2.1.161.2

relation

any

other

Senior

RCF

Lender,

the

amount

any

Senior

RCF

Commitment transferred to it under this Agreement,

to the extent

not cancelled, reduced

or transferred by

it under this

Agreement or the

Senior RCF Agreement;

2.1.162

Senior RCF Lenders

means -

2.1.162.1

any Original Senior RCF Lender; and

2.1.162.2

any bank, financial institution, trust, fund or other entity which

becomes a Party

as a

Senior RCF

Lender after

the Signature

Date in

accordance with

clause

(Changes to the Lenders);

in each case,

which has not ceased

to be a

Party in accordance

with the terms

of this

Agreement (and

Senior RCF Lender

, as the context requires, means any of them);

2.1.163

Senior RCF Loan

means a Loan under the Senior RCF;

2.1.164

Senior RCF Outstandings

means at any time,

in relation to

a Senior RCF

Lender, the

aggregate of all amounts of loan principal, accrued interest, Break Costs, prepayment

penalties, fees and

all other amounts

outstanding in respect

of the Senior

RCF under

the

Finance

Documents

(including,

without

limitation,

any

claim

for

damages

restitution, any claim as a result of any

recovery by an Obligor, a Security Provider or

another person

of a

payment or

discharge under

the Finance

Documents on

the grounds

of preference, and each

amount which would be

included in any of

the above but for

any

discharge,

non-provability

unenforceability

claim

any

insolvency

other proceedings);

2.1.165

Senior

Term

Facility

means

the

secured

bullet

term

loan

facility

described

clause

3.1

(Senior

Term

Facility

made

available

under

this

Agreement

and

the

Senior Term Facility A Agreement;

2.1.166

Senior Term Facility A Agreement

means the

bullet term loan facility

agreement of

Senior

Term

Facility

Commitment,

dated

about

the

Signature

Date,

between

the

Original

Senior

Term

Facility

Lenders,

the

Facility

Agent

and

the

Term/RCF Borrower (as borrower);

2.1.167

Senior Term Facility A Commitment

means -

2.1.167.1

in relation

to an Original

Senior Term Facility A

Lender, the amount

set opposite

its name under the

heading "Senior Term

Facility A Commitment" in Part

II of

(The Parties) and

the amount of

any other Senior

Term

Facility A

Commitment transferred to it under this Agreement; and

2.1.167.2

in relation to

any other Senior

Term Facility A Lender, the amount

of any Senior

Term Facility A Commitment transferred to it under this Agreement,

to the

extent not

cancelled, reduced

or transferred

by it

under this

Agreement or

the

Senior Term Facility A Agreement;

2.1.168

Senior Term Facility A Lenders

means -

2.1.168.1

each Original Senior Term Facility A Lender; and

2.1.168.2

each bank, financial

institution, trust,

fund or other

entity which

becomes a Party

as a Senior Term

Facility A Lender after the Signature Date in accordance with

clause

(Changes to the Lenders),

in each case,

which has not ceased

to be a

Party in accordance

with the terms

of this

Agreement (and

Senior Term Facility A

Lender

, as the context requires, means any

of them);

2.1.169

Senior Term Facility A Loan

means a Loan under Senior Term Facility A;

2.1.170

Senior Term Facility A

Outstandings

means at

any time,

in relation

to a

Senior Term

Facility

Lender,

the

aggregate

all

amounts

loan

principal,

accrued

interest,

Break Costs, prepayment penalties, fees

and all other amounts

outstanding in respect

of Senior

Term Facility A

under the

Finance Documents

(including, without

limitation,

any

claim

for

damages

restitution,

any

claim

result

any

recovery

Obligor,

a Security

Provider or

another person

of a

payment or

discharge under

the

Finance Documents on

the grounds

of preference,

and each amount

which would be

included in any

of the above

but for any

discharge, non-provability or

unenforceability

of a claim in any insolvency or other proceedings);

2.1.171

Senior Term

Facility B

means the secured amortising term loan facility described in

clause

3.1

(Senior

Term

Facility

made

available

under

this

Agreement

and

the

Senior Term Facility B Agreement;

2.1.172

Senior

Term

Facility

Agreement

means

the

amortising

term

loan

facility

agreement

Senior

Term

Facility

Commitment,

dated

about

the

Signature

Date,

between

the

Original

Senior

Term

Facility

Lenders,

the

Facility

Agent and the Term/RCF Borrower (as borrower);

2.1.173

Senior Term Facility B Commitment

means -

2.1.173.1

in relation to

an Original

Senior Term Facility B

Lender, the amount set

opposite

its name under

the heading "Senior Term

Facility B Commitment" in

Part II of

(The Parties) and

the amount

of any other

Senior Term

Facility B

Commitment transferred to it under this Agreement; and

2.1.173.2

in relation to any

other Senior Term Facility B Lender, the

amount of any

Senior

Term Facility B Commitment transferred to it under this Agreement,

to the

extent not

cancelled, reduced

or transferred

by it

under this

Agreement or

the

Senior Term Facility B Agreement;

2.1.174

Senior Term Facility B Lenders

means -

2.1.174.1

each Original Senior Term Facility B Lender; and

2.1.174.2

each bank, financial

institution, trust,

fund or other

entity which

becomes a Party

as a Senior Term

Facility B Lender after the Signature Date in

accordance with

clause

(Changes to the Lenders),

in each case,

which has not ceased

to be a

Party in accordance

with the terms

of this

Agreement (and

Senior Term

Facility B Lender

, as the context requires, means any

of them);

2.1.175

Senior Term Facility B Loan

means a Loan under Senior Term Facility B;

2.1.176

Senior Term Facility B

Outstandings

means at

any time,

in relation

to a Senior

Term

Facility

Lender,

the

aggregate

all

amounts

loan

principal,

accrued

interest,

Break Costs, prepayment penalties, fees

and all other amounts

outstanding in respect

of Senior

Term Facility B

under the

Finance Documents

(including, without

limitation,

any

claim

for

damages

restitution,

any

claim

result

any

recovery

Obligor,

a Security

Provider or

another person

of a

payment or

discharge under

the

Finance Documents on

the grounds

of preference,

and each amount

which would be

included in any

of the above

but for any

discharge, non-provability or

unenforceability

of a claim in any insolvency or other proceedings);

2.1.177

Senior Term Facilities

means the

Senior Term Facility

A and

the Senior

Term Facility

2.1.178

Senior Term Facility Agreements

means the Senior Term Facility A Agreement

and

the Senior Term Facility B Agreement;

2.1.179

Senior Term Facility Commitment

means each

Senior Term Facility

A Commitment

and each Senior Term Facility B Commitment;

2.1.180

Senior

Term

Facility Lenders

means the

Senior Term

Facility A

Lenders and

the

Senior Term Facility B Lenders;

2.1.181

Senior Term

Facility Loan

means a Senior

Term

Facility A Loan or

a Senior Term

Facility B Loan;

2.1.182

Senior Term Facility Outstandings

means the Senior Term Facility A Outstandings

and the Senior

Term Facility B Outstandings,

or either

one of them,

as the context

may

require;

2.1.183

Shareholder Claims

means, in relation to a shareholder in any relevant person -

2.1.183.1

claims on

shareholders loan

account which

that shareholder

may have

against

that person; and

2.1.183.2

claims

arising from,

in connection

with, the

holding by

that shareholder

shares of any

class in that

person (including ordinary and/or

preference shares)

and

including

any

rights

dividends

and

other

distributions

whatsoever

nature that person;

2.1.184

Shareholder Contribution

means the aggregate amount of -

2.1.184.1

the subscription price received by

Holdco in respect of

shares subscribed for in

the share capital of Holdco,

provided such share issue is a

Permitted Share Issue

under clause

23.20.2.3

(Share capital); and

2.1.184.2

the proceeds of

loans advanced to

Holdco by its

direct shareholders where

any

Financial

Indebtedness

arising

result

Permitted Financial

Indebtedness

under clause

23.5.2

(Financial Indebtedness);

2.1.185

Signature Date

means the date on which, once

this Agreement has been signed by

all

the Parties, it is signed by the last Party to do so;

2.1.186

Subordination Agreement

means any

subordination agreement

the

agreed form

between,

amongst

others,

the

Obligors,

the

Finance

Parties,

Holdco

and

any

other

relevant subordinated creditors,

pursuant to which,

amongst others, the

claims of the

members

the

Group

and

any

other

relevant

subordinated

creditors

against

the

Obligors

and

the

Covenant

Group

are

subordinated

favour

all

claims

the

Finance Parties under the Finance Documents;

2.1.187

Subsidiary

means in relation to any person -

2.1.187.1

a subsidiary as defined in the Companies

Act (including any person who would,

but for not being

a company under

the Companies Act,

qualify as a subsidiary

defined in the Companies Act);

2.1.187.2

any partnership, Joint

Venture, trust, juristic person or other

entity Controlled by

that person;

2.1.188

Tax

means

any

tax,

levy,

impost,

duty

other

charge

withholding

similar

nature (including any penalty or interest payable

in connection with any failure to pay

or any delay in paying any of the same);

2.1.189

Total

Commitments

means the aggregate of the following -

2.1.189.1

the Total Senior Term

Facility Commitments;

2.1.189.2

the Total Senior RCF Commitments; and

2.1.189.3

the WesBank Commitment;

2.1.189.4

the Total WCF Commitments;

2.1.190

Total

Senior

RCF

Commitments

means

the

aggregate

the

Senior

RCF

Commitments;

2.1.191

Total

Senior Term

Facility Commitments

means the aggregate of the

Senior Term

Facility Commitments;

2.1.192

Total WCF Commitments

means the aggregate of the WCF Commitments;

2.1.193

Transaction

Security

means the

Security created

or expressed

to be

created for

the

benefit of, amongst others, the Finance Parties pursuant to the Security Documents;

2.1.194

Transfer

has the meaning given to it in

clause

25.1

(Cessions and delegations by the

Lenders);

2.1.195

Transfer Certificate

means a certificate substantially

in the form set out

in Annexure

C (Form of Transfer Certificate) or otherwise in the agreed form;

2.1.196

Transfer Date

, in relation to a Transfer, means the later of -

2.1.196.1

the proposed Transfer Date specified in the Transfer Certificate; and

2.1.196.2

the date on which the Facility Agent executes the Transfer Certificate;

2.1.197

Treasury

Transaction

means

any derivative

transaction entered

into in

connection

with protection against

or to benefit

from fluctuations in

any rate, price,

index or credit

rating;

2.1.198

Unpaid

Sum

means

any sum

due

and

payable but

unpaid

Obligor under

the

Finance Documents;

2.1.199

means the United States of America;

2.1.200

US CPI

means the

All Items Consumer

Price Index for

All Urban Consumers

(CPI-

for

the

U.S.

City

Average,

1982-84=100

published

the

Bureau

Labor

Statistics;

2.1.201

Utilisation

means a utilisation of a Senior Facility;

2.1.202

Utilisation Date

means the date of a Utilisation, being the date on which the relevant

Loan is to be made;

2.1.203

Utilisation Request

, in relation to a

Senior Term

Facility or the Senior RCF,

has the

meaning given

to that

term in

the applicable

Senior Term

Facility Agreement

or the

Senior RCF Agreement, as applicable;

2.1.204

VAT

means value added tax

as provided for in

the Value

Added Tax

Act, 1991, and

any other Tax of a similar nature in a jurisdiction other than South Africa;

2.1.205

VCP Investment Fund

means Value

Capital Partners H4 QI Hedge Fund Portfolio;

2.1.206

VCP

Investment

Portfolios

means

Sentinel

Retirement

Fund,

the

Standard

Bank

Group

Retirement

Fund,

FirstRand

Group

Retirement

Fund,

Eskom

Pension

and

Provident

Fund,

Telkom

Retirement

Fund,

Old

Mutual

Life

Assurance

Company

(South

Africa)

Limited

(acting

through

its

Old

Mutual

Multi-Managers

Division),

Transnet Retirement Fund and such similar funds that VCP Investment Manager may

manage from time to time;

2.1.207

WCF Agreement

means -

2.1.207.1

each Original WCF Agreement; or

2.1.207.2

any other facility agreement or facility

letter entered into by one

or more of the

WCF Borrowers

(and, if

applicable other

members of

the Covenant

Group (other

than an Excluded

Subsidiary)) and

a WCF Lender

to regulate the

terms on which

a Working Capital Facility is to be provided;

2.1.208

WCF Borrower

means an Original WCF Borrower

or an Additional WCF Borrower;

2.1.209

WCF Commitment

means -

2.1.209.1

direct facilities in

an amount of

up to R743,901,000.00, indirect

facilities in an

amount of

up to

R57,700,000.00 as

at the

Signature Date

(provided that

direct

facilities may be reallocated

as indirect facilities, but

indirect facilities may not

reallocated

direct

facilities)

and

settlement

lines

amount

R326,000,00.00,

in respect of general banking facilities; and

2.1.209.2

the amount

which any

WCF Lender

has agreed

(whether or

not subject

to the

satisfaction of conditions precedent) to

make available from time

to time under

a Working Capital Facility concluded after the Signature Date,

to the extent

not cancelled or

reduced under the

applicable WCF Agreement relating

to the applicable Working Capital Facility

(subject to the provisions

of clause

23.5.1.3

(Financial Indebtedness) and the other requirements of the Finance Documents);

2.1.210

WCF Document

means -

2.1.210.1

a WCF Agreement; and

2.1.210.2

each

document

(including

document

electronic

format

only)

entered

into

from

time

between

WCF

Lender

and

one

the

WCF

Borrowers

(or,

applicable, another

member

the

Covenant

Group),

which

evidences a facility,

financial instrument or a

financial service provided as

part

of a Working Capital Facility;

2.1.211

WCF Lenders

means -

2.1.211.1

the Original WCF Lender;

and

2.1.211.2

each other

person which

becomes a

party to

this Agreement

and any

Intercreditor

Agreement as

a provider

of a

Working

Capital Facility,

to one

or more

of the

WCF Borrowers

(and, if

applicable other

members of

the Covenant

Group (other

than an Excluded Subsidiary)),

and

WCF Lender

, as the context requires, means any of them

2.1.212

WCF Outstandings

means, at any time, in relation to a WCF Lender

and a Working

Capital

Facility,

the

aggregate

the

following

amounts

outstanding

under

that

Working Capital Facility -

2.1.212.1

the principal

amount outstanding

under each

overdraft facility

and on-demand

short term loan facility;

2.1.212.2

the

face

amount

each

guarantee,

bond,

letter

credit

and

any

similar

instrument under that Working Capital Facility;

2.1.212.3

the amount of the

aggregate exposure (excluding

interest and similar charges)

that WCF Lender under each other

type of accommodation provided under that

Working Capital Facility; and

2.1.212.4

all

accrued

interest

and

other

amounts

then

due

and

payable

under

that

WCF

Agreement,

(including,

without limitation,

any

claim

for

damages or

restitution, any

claim

result of a recovery by an

Obligor or another person of a

payment or discharge under

that Working

Capital Facility

on the

grounds of

preference, and

each amount

which

would

included

any

the

above

but

for

any

discharge,

non-provability

unenforceability of a claim in any insolvency or other proceedings); and

2.1.213

WesBank

means FirstRand Bank Limited, acting through its WesBank division;

2.1.214

WesBank Agreement

means -

2.1.214.1

written

vehicle

asset finance

facility through

WesBank's

Asset

Based Finance

Division) recorded in an instalment sale agreement and facility

letter;

2.1.214.2

the full maintenance leasing facility through WesBank's

Fleet Management and

Leasing Division) recorded in a master rental agreement and term sheet;

and

2.1.214.3

any other facility

letter or document

to be

concluded with WesBank

from time

to time,

all on

the terms

and subject

to the

conditions contained

therein and

concluded between

WesBank and certain Obligors;

2.1.215

WesBank Commitment

means -

2.1.215.1

an amount equal to ZAR227,000,000; and

2.1.215.2

the amount

which WesBank has

agreed (whether

or not

subject to

the satisfaction

of conditions precedent) to make available from

time to time under a

WesBank

Agreement concluded after the Signature Date,

the

extent

not

cancelled

reduced

under

the

applicable

WesBank

Agreement

relating to the applicable WesBank Facility subject to the requirements

of the Finance

Documents);

2.1.216

WesBank Outstandings

means, at any time, in relation to WesBank

and a WesBank

Facility,

the

aggregate

the

amounts

outstanding

under

that

WesBank

Facility

including

without

limitation

the

principal

amount,

all

accrued

interest

and

other

amounts

then

due

and

payable

under

that

WesBank

Facility,

(including,

without

limitation, any claim for damages or restitution, any claim as

a result of a recovery by

an Obligor or another

person of a payment or

discharge under that WesBank

Facility

on the grounds of preference, and each

amount which would be included in

any of the

above

but

for

any

discharge,

non-provability

unenforceability

claim

any

insolvency or other proceedings);

2.1.217

WesBank Facility

means the asset finance facilities in a

maximum principal amount

ZAR227,000,000

the

Signature

Date

made

available

under

the

WesBank

Agreements; and

2.1.218

Working Capital Facility

means -

2.1.218.1

the Original Working Capital Facility;

2.1.218.2

any other

direct and

indirect working

capital facility, in

each case

for a

maximum

funding

commitment

facility

exposure

equal

the

applicable

WCF

Commitment,

provided

WCF

Lender

one

members

the

Covenant Group (other than an Excluded Subsidiary)

(as borrowers), from time

to time after the Closing Date.

2.2

Financial definitions

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

2.2.1

Cash

means an amount (denominated in Rand or any other currency approved by the

Facility

Agent)

cash

hand,

credit

balances

amounts

deposit

with

Acceptable Bank to which a member of the Covenant Group (other than an

Excluded

Subsidiary) is

alone (or

together with

other members

the Covenant

Group (other

than an Excluded Subsidiary)) beneficially entitled if -

2.2.1.1

the cash

is accessible

and may

be withdrawn

in full by

a member

of the

Covenant

Group (other than an Excluded Subsidiary)

within 30 days;

2.2.1.2

access to and withdrawal of the

cash is not contingent on the

prior discharge of

any indebtedness of any person or the satisfaction of any other condition;

2.2.1.3

Security

exists

over

the

cash

over

claims

respect

thereof

(other

than

Security

arising

under

the

Security

Documents

any

Security

permitted

pursuant to clause

23.4.3.5

(Negative pledge)); and

2.2.1.4

the cash is freely

and (except as mentioned

in clause

2.2.1.1 above

) immediately

available to be applied in repayment or prepayment of the Senior Facilities;

2.2.2

Cash Equivalents

means, at any time -

2.2.2.1

certificates

deposit

maturing

within

days

after

the

relevant

date

calculation, issued by an Acceptable Bank in South Africa;

2.2.2.2

investments accessible

and which

can be

monetised within

90 days

in a

South

African money market collective investment scheme which -

2.2.2.2.1

is a

money market

collective investment

scheme of

Absa Bank

Limited,

FirstRand Bank Limited, Investec Bank

Limited, Nedbank Limited or The

Standard Bank

of South

Africa Limited or

otherwise has an

international

credit rating of

BBB- or higher by

Standard & Poor's Ratings Services

Baa3

higher

Moody's

Investor

Services

Limited,

comparable

rating from an internationally recognised credit rating agency; and

2.2.2.2.2

invests

substantially

all

its

assets

securities

the

type

described

clause

2.2.2.1 above

; or

2.2.2.3

any other debt security expressly approved by the Facility Agent

in writing,

in each case,

denominated in Rand

or another currency

approved by the

Facility Agent

in writing, and to which any member of the Covenant Group (other than an

Excluded

Subsidiary) is

alone (or

together with

other members

the Covenant

Group (other

than an Excluded

Subsidiary)) beneficially

entitled at that

time and which

is not issued

or guaranteed by any member

of the Covenant Group

or subject to any Security

(other

than Security arising under the Security Documents);

2.2.3

Consolidated EBITDA

, in relation to any Measurement Period, means the aggregate

the

consolidated

operating

income

the

Group,

each

case,

for

that

period,

without taking any account of the following items (without double counting) -

2.2.3.1

any Interest

accrued as

an obligation

of any

member of

the Group,

whether or

not paid, deferred or capitalised during that period;

2.2.3.2

any amount of

Tax

on profits,

gains or income

paid or payable

by members of

the Group

and any

amount of

any rebate

or credit

in respect

of Tax

on profits,

gains or income received or receivable by members of the Group;

2.2.3.3

any depreciation or amortisation whatsoever,

and any charge for

impairment or

any reversal in that

period of any previous

impairment charge in

relation to the

Group;

2.2.3.4

any loss against book value incurred by

a member of the Group on the

disposal

of any asset (other than trading stock) during that period;

2.2.3.5

any

gain

over

book

value

arising

favour

member

the

Group

the

disposal of any

asset (other than

trading stock) during

that period and

any gain

arising on any revaluation of an asset during that period;

2.2.3.6

any

unrealised

gains

losses

due

exchange

rate

movements

which

are

reported through the income statement in relation to the Group;

2.2.3.7

any

unrealised

gains

losses

any

financial

instrument

(other

than

any

financial instrument which is accounted for on a hedge accounting basis) which

are reported through the income statement of the Group;

2.2.3.8

any stock based

payment charges incurred

by a member

of the Group

recognised

on the issuance of

stock based awards to management and staff:

2.2.3.9

for

each

Measurement

Period,

any

Transaction

Costs

the

extent

that

those

costs are accrued or paid during that period;

2.2.3.10

any income or expenses related to the Lesaka

Employee Share Trust established

and

registered

accordance

with

the

laws

South

Africa,

with

Master’s

reference number IT001901/2024(G) and

2.2.3.11

any Exceptional Items approved by the Facility Agent in writing,

2.2.4

and adjusted by -

2.2.4.1

including

only

the

operating

profit

before

interest,

tax,

depreciation

and

amortisation

(calculated

the

same

basis

Consolidated

EBITDA)

member of

the Covenant

Group (or

attributable to

a business

or assets)

(other

than any Excluded Subsidiaries) acquired during that Measurement Period (and

added back

as if

it was

acquired at

the start

of that

relevant Measurement

Period);

2.2.4.2

including

only the amount of cash

received by members of the

Covenant Group

(other

than

Excluded

Subsidiaries)

through

distributions

any

associate

Investment

(which

not

member

the

Covenant

Group)

which

any

member

the

Covenant

Group

(other

than

Excluded

Subsidiary)

has

ownership interest;

2.2.4.3

excluding

the operating profit

before interest, tax,

depreciation and amortisation

(calculated

the

same

basis

Consolidated

EBITDA)

attributable

any

member

the

Group

(or

any

business

assets)

disposed

during

the

Measurement Period

(and removed

if it

was disposed

of at

the

start of

that

relevant Measurement Period);

2.2.4.4

excluding

the operating profit

before interest, tax,

depreciation and amortisation

(calculated

the

same

basis

Consolidated

EBITDA)

attributable

any

Excluded Subsidiary or any

other Subsidiary of Holdco

which is not a

member

of the Covenant Group during the Measurement Period;

2.2.4.5

for

purposes

this

Agreement,

continuing

treat

each

Relevant

Operating

Lease as

an operating

lease for

accounting purposes,

notwithstanding any

change

(or the implementation of any change) to IFRS on or after 1 January

2019;

2.2.5

Exceptional Items

means any

exceptional, once-off,

non-recurring or

extraordinary

items, including material items of an unusual or non-recurring nature which represent

gains or losses arising on -

2.2.5.1

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

the cost of restructuring;

2.2.5.2

disposals,

revaluations,

provisions,

write-downs or

impairment

non-current

assets or any reversal of any provisions or write-down or impairment;

and

2.2.5.3

disposals of assets associated with discontinued operations;

2.2.6

Interest

means -

2.2.6.1

interest and amounts in the nature of interest accrued;

2.2.6.2

prepayment

penalties

premiums

incurred

repaying

prepaying

any

Financial Indebtedness;

2.2.6.3

discount fees

and acceptance

fees payable

or deducted

in respect

of any

Financial

Indebtedness,

including

fees

payable

respect

letters

credit

and

guarantees;

2.2.6.4

any net payment

(or, if appropriate in

the context, receipt)

under any interest

rate

hedging agreement or instrument, taking into account any premiums payable;

2.2.6.5

any

dividends

those

constitute

Financial

Indebtedness

for

purposes of this Agreement; and

2.2.6.6

any other payments and

deductions of similar effect

(including the finance cost

element of finance leases),

and includes commitment and non-utilisation fees (including those

payable under the

Finance

Documents),

but

excludes

facility

agents'

and

front-end,

management,

arrangement

and

participation

fees

with

respect

any

Financial

Indebtedness

(including those payable under the Finance Documents);

2.2.7

Interest Cover Ratio

means, as at each

Measurement Date, the

ratio of the sum

of the

Consolidated EBITDA and

the Kwande Distributions

to Total

Net Finance Costs

for

the Measurement Period ending on that date;

2.2.8

Interest

Receivable

relation

any

Measurement

Period,

means

all

Interest

received or

receivable by

members of

the Covenant

Group (other

than an

Excluded

Subsidiary)

during

that

period

respect

Cash

deposits

banks

and

financial

institutions and Cash Equivalents, calculated on a

consolidated basis (after deducting

applicable withholding Tax);

2.2.9

Investment

means any

person in

which the

Term/RCF

Borrower from

time to

time

holds, directly or indirectly, shares

of any class in

its issued share capital

or equivalent

ownership interest of such person;

2.2.10

Kwande Distributions

means, in

relation to

any Measurement

Period, the

amounts

received

Holdco

from

its

investment

Kwande,

limited

maximum

USD10,000,000

(Indexed)

for

each

Measurement

Period,

the

extent

that

such

amounts have been deposited into a Secured Account;

2.2.11

Measurement Date

means the last day

of March, June, September and

December of

each year;

2.2.12

Measurement

Period

means

each

period

months

ending

Measurement

Date;

2.2.13

Net Debt to

EBITDA Ratio

means, as at each

Measurement Date, the ratio

of Total

Net Borrowings on

that Measurement Date

to the

sum of the

Consolidated EBITDA

and the Kwande Distributions for the Measurement Period ending on that

date;

2.2.14

Relevant

Operating

Lease

means

lease

that

would

have

been

classified

operating lease

under IFRS prior

to 1 January

2019, notwithstanding any

change (or

the implementation of any change) to IFRS on or after 1 January 2019;

2.2.15

Total

Borrowings

respect

the

Covenant

Group

(other

than

any

Excluded

Subsidiaries),

any

time,

means

the

aggregate

that

time

the

Financial

Indebtedness

the

members

the

Covenant

Group

(other

than

any

Excluded

Subsidiaries)

from sources external to

the Covenant Group

calculated at its

nominal or

principal

amount

(or,

greater,

the

maximum

amount

payable

repayment

redemption of

the

relevant liabilities

such time)

together

with capitalised

interest

thereon at such time;

2.2.16

Total

Finance

Costs

relation

any

Measurement

Period,

means

all

Interest

accrued

relation to

Total

Borrowings during

such

period

obligation of

any

member of

the Covenant

Group (other

than an

Excluded Subsidiary)

whether or

not

paid or capitalised

during or deferred for

payment after such period),

calculated on a

consolidated basis;

2.2.17

Total

Net

Borrowings

means,

any

time,

Total

Borrowings

less

the

aggregate

amount at

that time

of all

Cash and

Cash Equivalents

held by

members of

the Covenant

Group (other than any Excluded Subsidiaries);

2.2.18

Total Net Finance

Costs

, in

relation to

any Measurement

Period, means

Total Finance

Costs

for

that

period

less

Interest

Receivable

for

that

period,

calculated

consolidated basis;

2.2.19

Transaction Costs

means all non-recurring,

once-off fees, costs and

expenses, stamp,

registration and

other Taxes incurred by

the Term/RCF Borrower or

any other

member

of the Covenant

Group in connection

with (i) acquisitions,

disposals or other

corporate

activity,

and/or (ii)

the entry

into of

Finance Documents and

limited to

an aggregate

maximum

amount

ZAR200,000,000

(or

its

equivalent

any

other

currency

currencies) or such other amount agreed to in writing by the Facility Agent.

2.3

Construction

2.3.1

In this Agreement, unless inconsistent with the context, any reference

to -

2.3.1.1

the

Facility Agent

, any

Finance Party

, any

Lender

, any

Obligor

, any

Party

any

Security Provider

or any

other person

shall be

construed so

as to

include

its successors in title, permitted cessionaries and permitted transferees;

2.3.1.2

document

being

the

agreed

form

means

that

the

document

form

previously agreed in writing by or on behalf

of the Term/RCF Borrower and the

Facility Agent

or, if

not so

agreed, is

in form

and substance

satisfactory to

the

Facility Agent;

2.3.1.3

amendment

includes

amendment,

supplement,

novation,

re-enactment,

replacement, restatement or variation

and

amend

will be construed accordingly;

2.3.1.4

assets

includes

businesses,

undertakings,

securities,

properties,

revenues

rights of every description and whether present or future, actual or contingent;

2.3.1.5

authorisation

includes authorisation, consent,

approval, resolution, licence,

permit, exemption, filing, notarisation, lodgement or registration;

2.3.1.6

authority

includes

any

court

any

governmental,

intergovernmental

supranational

body,

agency,

department

any

regulatory,

self-regulatory

other authority;

2.3.1.7

disposal

means

sale,

transfer,

cession,

assignment,

donation,

grant,

lease,

licence

other

alienation

disposal,

whether

voluntary

involuntary

and

whether pursuant to a single

transaction or a series of

transactions, and

dispose

will be construed accordingly;

2.3.1.8

distribution

means

transfer

company

money

other

assets

the

company

(other

than

its

own

shares)

to,

the

order

(or

otherwise

for

the

benefit) of, one

or more holders of

shares in that company

or another company

within the

same group

of companies,

including any

principal or

interest in

respect

of amounts due (whether in respect of an intercompany or a shareholder loan or

otherwise);

any

dividend

(including

any

interest

any

unpaid

amount

dividend), charge, fee, consideration or other distribution (whether in cash or in

kind)

respect

its

capital

(or

any

class

its

capital); any

repayment or

distribution of

any share

premium account;

and the

payment of any management, advisory or other fee;

2.3.1.9

Finance Document

any other

agreement or

instrument includes

(without

prejudice

any

prohibition

amendments)

all

amendments

(however

fundamental)

that

Finance

Document

other

agreement

instrument,

including any amendment providing for any increase in the amount of a facility

or any additional facility or replacement facility;

2.3.1.10

guarantee

means

(other

than

clause

(

Guarantee

and

Indemnity

))

any

guarantee, bond, letter

of credit, indemnity or

similar assurance against

financial

loss,

any

obligation, direct

indirect,

actual

contingent, to

purchase

assume any indebtedness

of any

person or to

make an

investment in

or loan to

any

person

purchase

assets

any

person,

where,

each

case,

that

obligation is assumed

in order to

maintain or assist

the ability of

that person to

meet any of its indebtedness;

2.3.1.11

indebtedness

includes any

obligation (whether

incurred as

principal or

as surety)

for

the

payment

repayment

money,

whether

present

future,

actual

contingent;

2.3.1.12

know your customer requirements

are the identification checks

that a Finance

Party

requests

order

meet

its

obligations

under

any

applicable

law

regulation to identify a person who is (or is to become) its customer;

2.3.1.13

person

includes

any

individual,

company,

corporation,

unincorporated

association

body

(including

partnership,

trust,

fund,

joint

venture

consortium), government, state, agency,

organisation or other entity

whether or

not having separate legal personality;

2.3.1.14

regulation

includes any regulation,

rule, official directive,

request or guideline

(whether or not having the force of

law but, if not having the force

of law, being

of a type with which any person to which

it applies is accustomed to comply) of

any

governmental,

inter-governmental

supranational

body,

agency,

department or regulatory, self-regulatory or other authority;

2.3.1.15

a provision of law is a

reference to that provision as

extended, applied, amended

or re-enacted, and includes any subordinate legislation;

2.3.1.16

one gender includes

a reference to

the others; the

singular includes the

plural and

vice versa

; natural persons include juristic persons and vice versa; and

2.3.1.17

a time of day is a reference to Johannesburg time.

2.3.2

Section, clause

and Annexure

headings are

for ease

of reference

only,

and do

not in

any way affect the interpretation of a Finance Document.

2.3.3

Unless a contrary

indication appears, a

term used in

any other Finance

Document or in

any

notice

given

under

connection

with

any

Finance

Document

has

the

same

meaning in that Finance Document or notice as in this Agreement.

2.3.4

A Default (other

than an Event

of Default) is

continuing

if it has

not been remedied

within any applicable

remedy period expressly

provided for in a

Finance Document or

waived in writing, and an Event

of Default is

continuing

if it has not been

waived in

writing.

2.3.5

If any provision

in a definition

is a substantive

provision conferring rights

or imposing

obligations

any

Party,

notwithstanding

that

appears

only

interpretation

clause, effect

shall be

given to

it as

if it

were a

substantive provision of

the relevant

Finance Document.

2.3.6

A term

defined in

a particular

clause of

a Finance

Document, unless

it is

clear from

the clause in

question that

application of

the term is

to be

limited to the

relevant clause,

shall bear

the meaning

ascribed to

it for

all purposes

of the

relevant Finance

Document,

notwithstanding that that term has not been defined in any interpretation clause.

2.3.7

The Annexures to

a Finance Document

form an integral

part thereof and

a reference

clause

Annexure

reference

clause

of,

annexure

to,

this

Agreement.

2.3.8

Unless expressly otherwise provided

in a Finance

Document or inconsistent with

the

context, any number of days prescribed in a Finance Document must be calculated

including the first and

excluding the last day,

unless the day before that

last day falls

on a

day that

is not

a Business

Day,

in which

case, the

day before

that last

day will

instead be the next Business Day.

2.3.9

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

against

the

party

responsible

for

the

drafting

thereof,

shall

not

apply

the

interpretation of the Finance Documents.

2.3.10

The use of the word

including

followed by specific examples will

not be construed as

limiting the meaning

of the general

wording preceding it,

and the

eiusdem generis

rule

must

not

applied

the

interpretation

such

general

wording

such

specific

examples.

2.3.11

The expiry or termination of any Finance Documents shall not affect those provisions

of the Finance Documents that expressly provide that they will operate after any such

expiry

termination or

which of

necessity must

continue to

have effect

after

such

expiry or

termination,

notwithstanding that

the

clauses

themselves do

not

expressly

provide for this.

2.3.12

The Finance Documents shall to the extent permitted by applicable law be binding on

and enforceable

by the

administrators, trustees,

permitted cessionaries,

business rescue

practitioners or liquidators of the Parties as fully and effectually

as if they had signed

the Finance Documents

in the first

instance and reference

to any Party

shall be deemed

to include

such Party’s administrators,

trustees, permitted

cessionaries, business

rescue

practitioners or liquidators, as the case may be.

2.3.13

Unless the contrary intention appears -

2.3.13.1

a reference to

a Party will

not include

any person if

it has ceased

to be

a Party

under this Agreement;

2.3.13.2

any

obligation

Obligor

under

the

Finance

Documents

which

not

payment obligation remains in

force for so long as any

payment obligation of an

Obligor is

or may

be or

is capable

of becoming

outstanding under

the Finance

Documents; and

2.3.13.3

any

obligation

Obligor

under

the

Finance

Documents

includes

obligation on that Obligor not

to contract or agree

to do something or

not to do

something

which

would

breach

that

first

obligation,

unless

such

contract

agreement is conditional

on the approval

of the Facility

Agent (as required

under

any Finance Document).

2.4

Third party rights

2.4.1

Except as expressly

provided for in

this Agreement or

in any other

Finance Document,

no provision of any Finance Document constitutes a stipulation for

the benefit of any

person who is not a party to that Finance Document.

2.4.2

Notwithstanding any term of

any Finance Document,

the consent of

any person who

is not a party to that Finance Document is not required to rescind or vary

that Finance

Document at any time except to the extent that the relevant variation or rescission (as

the case may be) relates directly to the right conferred

upon any applicable third party

under

a stipulation

for the

benefit

that party

that has

been accepted

by that

third

party.

2.5

Currency Symbols and Definitions

Rand or R denotes the lawful currency of South Africa.

THE SENIOR FACILITIES

3.1

Senior Term Facility A

Subject to

the terms

of this

Agreement and

the Senior

Term Facility A

Agreement, the

Senior

Term

Facility A

Lenders make

available to

the Term/RCF

Borrower a

Rand-denominated

bullet

term

loan

facility

aggregate

amount

equal

the

Senior

Term

Facility

Commitments.

3.2

Senior Term Facility B

Subject to

the terms

of this

Agreement and

the Senior

Term Facility B

Agreement, the

Senior

Term

Facility B

Lenders make

available to

the Term/RCF

Borrower a

Rand-denominated

amortising term

loan facility

in an

aggregate amount

equal to

the Senior

Term

Facility B

Commitments.

3.3

Senior RCF

Subject

the

terms

this

Agreement

and

the

Senior

RCF

Agreement,

the

Senior

RCF

Lenders make

available to

the Term/RCF

Borrower a

Rand-denominated revolving

credit

facility in an aggregate amount equal to the Total Senior RCF Commitments.

3.4

WesBank Facility

3.4.1

Subject to the

terms of this

Agreement and the

WesBank Agreement,

WesBank makes

available to certain of the Obligors in an aggregate amount of ZAR227,000,000

as set

out in that WesBank Agreement.

3.4.2

The WesBank

Agreement may

be supplemented

or replaced

with another

WesBank

Facility concluded

with WesBank,

subject to

clause

23.5.1.3

(

Financial Indebtedness

3.5

Working Capital Facility

3.5.1

Subject

the

terms

this

Agreement

and

the

applicable

WCF

Agreement,

the

Original

WCF

Lender

makes

available

the

relevant

WCF

Borrowers

general

working capital facilities in

an aggregate amount equal

to the WCF

Commitments as

set out in that WCF Agreement.

3.5.2

The Original Working Capital Facility may be supplemented or replaced with

another

Working

Capital Facility

concluded

with

WCF

Lender,

subject

clause

23.5.1.3

(

Financial Indebtedness

3.6

Finance Parties' rights and obligations

3.6.1

The obligations of each Finance Party under the Finance Documents are separate and

independent. Failure by

a Finance Party

to perform its

obligations under the

Finance

Documents

does

not

affect

the

obligations

any

other

Party

under

the

Finance

Documents. No Finance Party

is responsible for the

obligations of any other

Finance

Party under the Finance Documents.

3.6.2

The rights of each Finance Party under

or in connection with the Finance Documents

are separate and

independent rights and

any debt arising

under the Finance

Documents

to a

Finance Party

from an

Obligor is

a separate

and independent

debt in

respect of

which a Finance Party shall be entitled to enforce its rights

in accordance with clause

3.6.3

. The rights

of each Finance

Party include any

debt owing to

that Finance Party

under the Finance

Documents and, for the

avoidance of doubt,

any part of

a Loan or

any other amount owed by an Obligor which relates to

a Finance Party’s participation

in a Facility or

its role under

a Finance Document

(including any such

amount payable

to the

Facility Agent

on its

behalf) is

a debt

owing to

that Finance

Party by

that Obligor.

3.6.3

A Finance Party

may, except as otherwise stated

in the Finance

Documents, separately

enforce its rights under the Finance Documents.

PURPOSE

4.1

Purpose

4.1.1

The Term/RCF Borrower shall apply all amounts borrowed by it under -

4.1.1.1

Senior Term Facility

A towards

refinancing the

Existing Group

Indebtedness and

the Cash Connect Management Finance Documents,

funding Transaction Costs

and for general corporate purposes;

4.1.1.2

Senior

Term

Facility B

towards

refinancing the

Existing Group

Indebtedness,

refinancing the

amounts payable

in terms

of the

Acquisition GBF

and for

general

corporate purposes;

and

4.1.1.3

the Senior

RCF,

towards general

corporate (including

capital expenditure)

and

working capital purposes of the Covenant Group,

and for no other purpose whatsoever.

4.1.2

Each WCF

Borrower shall

apply all

amounts utilised

by it

under a

Working

Capital

Facility for

the purposes

of funding

the general

corporate requirements

of the

Covenant

Group (other than the Excluded Subsidiaries).

4.1.3

Each Obligor which

is a party to

the WesBank Facility shall apply all

amounts utilised

by it

under that

Facility for

the purposes

of financing

vehicles required

by the

Covenant

Group (other than the Excluded Subsidiaries).

4.2

Monitoring

Finance

Party is

bound

monitor

verify

the

application of

any

amount borrowed

pursuant to this Agreement and a Senior Facility Agreement.

CONDITIONS OF UTILISATION

5.1

Initial conditions precedent

A Utilisation Request may

not be given

(and a Lender shall

have no obligation to

advance

any Loan or provide any other form of credit or financial accommodation under any Senior

Facility to

any person)

unless the

Facility Agent

has notified

the

Term/RCF

Borrower in

writing that all the documents

and other evidence listed

in Part I of

Annexure B

(Conditions

Precedent)

have

been

received

form

and

substance

satisfactory

the

Lenders.

The

Facility Agent shall notify the Term/RCF

Borrower as soon as reasonably practicable upon

receiving confirmation of all the Lenders being so satisfied.

5.2

Further conditions precedent

Subject to

the terms of

this Agreement,

a Lender

will only

be obliged

to participate

in a Loan

or other Utilisation under a Senior Facility if -

5.2.1

in the

opinion of

that Lender, on

the date

of the

Utilisation Request

and on

the proposed

Utilisation Date -

5.2.1.1

the Representations are correct in all respects; and

5.2.1.2

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

5.2.2

where the Utilisation is to be applied towards

the refinancing of a portion of Existing

Group Indebtedness and/or the Financial Indebtedness

owing under the Cash Connect

Management Finance

Documents, the

Lender is satisfied

that the Covenant

Group will

discharge any interest or costs

which would be payable

on the date that such

Financial

Indebtedness is settled.

5.3

Waiver or deferral of conditions precedent

Each condition precedent referred to in this clause

is for the benefit solely of the Lenders.

The

Facility

Agent

(acting

the

instructions

all

the

Lenders)

may,

notice

the

Term/RCF Borrower, waive or

defer delivery

of any

condition precedent,

in whole

or in

part,

and subject to such other conditions (if any) as it may determine.

5.4

Failure to close

If the Closing

Date has not

occurred by 16h00

on the Longstop

Date (or such

later date as

may be agreed

in writing by

the Facility Agent,

acting on the

instructions of

all the Lenders),

the

Total

Commitments

shall

immediately,

automatically

and

without

requirement

for

notice to be given to any person, be cancelled and reduced to zero.

UTILISATION

6.1

Utilisations under a Senior Facility Agreement

Subject to

the

terms of

this Agreement,

a Borrower

may

utilise a

Senior Facility

under

Senior Facility

Agreement to

which it

is a party

on the

terms and

conditions of

the applicable

Senior Facility Agreement.

6.2

Automatic cancellation

The Commitments of each

Lender under the Senior Term Facility or the

Senior RCF which,

at that time,

are unutilised, shall

automatically be

cancelled immediately at

11h00 on the last

day of the

Availability Period for the

Senior Term Facility or, as

applicable, the

Senior RCF.

REPAYMENT

Subject to

the terms

of this

Agreement, each

Borrower shall repay

all Loans

made to

it under

Senior Facility Agreement to which it is a party in full, in the amounts and

on the dates specified

that

Senior

Facility

Agreement,

and

otherwise

accordance

with

the

terms

that

Senior

Facility Agreement.

PREPAYMENT

AND CANCELLATION

8.1

Mandatory prepayment - illegality

becomes

unlawful

any

applicable

jurisdiction

for

Lender

perform

any

its

obligations as contemplated

by this Agreement

or to fund

or maintain its

participation in any

Facility -

8.1.1

that

Lender

shall

notify

the

Facility

Agent

soon

reasonably

practicable

upon

becoming aware of that event;

8.1.2

upon the Facility Agent notifying

the Term/RCF

Borrower, the Commitments of

that

Lender will be immediately cancelled; and

8.1.3

each Borrower

shall repay that

Lender's participation in

the Loans

(together with

all

other Senior

Facility Outstandings due

to that

Lender) on

the last

day of

the Interest

Period

for

each

Loan occurring

after

the

Facility Agent

has

notified the

Term/RCF

Borrower (provided that if the last day of any

such Interest Period for a Loan falls on

a day

earlier than

the tenth

Business Day

after delivery

of such

notice, then

the relevant

Borrower shall make such repayment by no later than

such tenth Business Day) or,

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).

8.2

Mandatory prepayment - sanctions

8.2.1

If any member of the Group or any Security Provider -

8.2.1.1

is or becomes a Sanctioned Entity;

8.2.1.2

participates in any manner in any Sanctioned Transaction;

8.2.1.3

contravenes any Sanctions, or it is targeted under any Sanctions,

each Obligor

shall notify

the Facility

Agent promptly

upon becoming

aware of

that

event (unless

that Obligor

is aware

that a

notification has

already been

provided by

another Obligor).

8.2.2

If any event contemplated by clause

8.2.1 above

occurs, the following shall apply -

8.2.2.1

upon the

Facility Agent

receiving a

notice from

an Obligor

under clause

8.2.1

or a similar

notice from any

Finance Party,

it shall notify

the Lenders as

soon as reasonably practicable;

8.2.2.2

a Lender shall not be obliged to fund any Utilisation;

8.2.2.3

Lender

requires,

the

Facility

Agent

shall

immediately

cancel

the

Commitments of that

Lender and declare

the participation of

that Lender in

all

outstanding Loans,

together with

all other

Senior Facility

Outstandings due

that Lender

due and payable,

whereupon the Commitments

of that

Lender will

be cancelled immediately

and all such

outstanding amounts

will become due

and

payable on the

last day

of the

Interest Period for

each Loan

occurring after the

Facility Agent has so notified the Term/RCF Borrower (provided that if

the last

day of

any such

Interest Period

for a

Loan falls

on a

day earlier

than the

tenth

Business Day after

delivery of such

notice, then the

Term/RCF

Borrower shall

procure that such repayment is

made by no later

than such tenth Business Day)

or,

earlier,

the

date

specified by

the

Facility

Agent in

that

notice (being

earlier than the last day of any

applicable grace period permitted by

law or other

legal obligation of any Finance Party).

8.3

Mandatory prepayment - change of control or transfer of business

8.3.1

If at any time –

8.3.1.1

prior

the

date

which the

Net Debt

EBITDA Ratio

has

been less

than

1.75x

for

two

consecutive

Measurement

Periods,

VCP

Investment

Fund

and

VCP

Investment

Portfolios, collectively,

not,

cease

to,

hold

legally

and

beneficially,

and have

the right

to vote

as they

see fit

7.5% of

the issued

capital of Holdco;

8.3.1.2

prior

the

date

which the

Net Debt

EBITDA Ratio

has

been less

than

1.75x

for

two

consecutive

Measurement

Periods,

VCP

Investment

Fund

and

VCP Investment

Portfolios collectively

Dispose of

50% or

more of

the shares

which they hold in Holdco as at the Signature Date;

8.3.1.3

prior

the

date

which the

Net Debt

EBITDA Ratio

has

been less

than

1.75x

for

two

consecutive

Measurement

Periods,

VCP

Investment

Fund

and

VCP Investment Portfolios cease to be able to appoint a director to the board of

directors of Holdco;

8.3.1.4

if,

without

the

prior

written

consent

the

Facility

Agent

(acting

the

instructions

the

Majority Lenders),

or more

Ali

Mazanderani, Lincoln

Mali, Daniel

Smith, Steven

Heilbron, Naeem

E. Kola,

Martin Wright,

George

Roussos,

Paul

Kent

and

Basie

Kok

cease

employed

Holdco

any

member of the Covenant Group during the period from the Signature Date until

the Discharge Date;

8.3.1.5

any person or group of persons directly or indirectly gains Control of Holdco;

8.3.1.6

the

shares of

common stock

Holdco

are

delisted

from the

NASDAQ stock

market or the trade in

those shares is suspended

for more than three trading

days

(other

than

reason

general

suspension

trading

securities

the

NASDAQ stock market);

8.3.1.7

Holdco does not,

or ceases to,

hold legally and

beneficially,

and have the

right

vote

sees

fit,

directly,

100%

the

issued

capital

Term/RCF

Borrower, or otherwise ceases to Control the Term/RCF Borrower;

8.3.1.8

the Term/RCF Borrower

does not,

or ceases

to, hold

legally and

beneficially, and

have the

right to

vote as

it seems

fit, directly

or indirectly,

100% of

the issued

share capital of any Obligor (other than Holdco), or otherwise ceases to Control

any other Obligor (other than Holdco);

8.3.1.9

there is one

or more sales

(whether in a

single transaction or a

series of related

transactions) over the term of this Agreement of assets of one or more members

of the Covenant

Group associated

with any

operating division

or business

which,

cumulative

basis

taking

account

each

such

asset's

Rand

contribution

(direct or indirect) to total assets or Consolidated EBITDA of the

Group for the

Measurement Period most recently

ended prior to

its sale, aggregate

more than

25%

total

assets

Consolidated

EBITDA

the

Covenant

Group

for

the

Measurement Period most recently ended,

(each

Control

Event

)

the

Term/RCF

Borrower shall

promptly

notify the

Facility

Agent upon becoming aware of that Control Event, and the following

shall apply -

8.3.1.10

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

8.3.1.11

if a Lender so requires by delivery of

a notice to the Facility Agent to that

effect

within 30 Business

Days of being

notified by

the Facility

Agent that a

Control

Event

has

occurred,

the

Facility

Agent

shall,

notice

the

Term/RCF

Borrower, immediately cancel the Commitments of

that Lender and declare the

participation

that

Lender

all

outstanding

Loans,

together

with

all

other

Senior

Facility

Outstandings due

that

Lender

due and

payable

the

tenth

Business

Day

following

delivery

that

notice,

whereupon

the

Available

Commitments

that

Lender

(as

well

any

WCF

Commitment

and

any

WesBank Commitment)

will be cancelled immediately and all such outstanding

amounts will become due and

payable by no later than

such tenth Business Day.

8.4

Mandatory prepayment - material disposal and insurance proceeds

In this Agreement -

8.4.1

Excluded Insurance

Proceeds

means Insurance

Proceeds received

by a

member of

the Covenant Group (other than an Excluded Subsidiary)

8.4.1.1

which are,

or are to

be, applied to

meet a

third party liability

claim or to

cover

operating losses (including business interruption losses) in

respect of which the

relevant Insurance claim was made;

8.4.1.2

which are in an amount per claim which is

R30,000,000 or less and, when taken

together with the

value of any

other claims made

by members of

the Covenant

Group (other than

any Excluded Subsidiaries)

during the term

of this Agreement

except

for

those

insurance

proceeds

contemplated

clause

8.4.1.1

above

and

clause

8.4.1.3

below, are R30,000,000 or less; or

8.4.1.3

which, when taken together with

the amount of Insurance Proceeds

in respect of

any

other

claims

made

members

the

Covenant

Group

(other

than

any

Excluded

Subsidiaries)

during

the

term

this

Agreement

except

for

those

proceeds contemplated in clause

8.4.1.2

above, are more than R30,000,000, but

only to the extent that, under the authority of a

resolution of the directors of the

relevant member of the Covenant Group, adopted

and passed within 30 days of

receipt of

those Insurance

Proceeds, they

are to

be or

are contractually

committed

to be applied (and are then so

applied), within 90 days of the date

of receipt (or

such longer period as the Facility Agent may

agree in writing), in reinstating or

replacing (on a like for

like basis) any asset, or

in defraying the loss or

liability

to which the claim relates;

8.4.2

Insurance Proceeds

means the

proceeds of

a claim

under any

contract of

Insurance

maintained by or

which may be

claimed by a

member of the

Covenant Group (other

than an

Excluded Subsidiary),

after deducting

the reasonable,

properly evidenced

costs

and expenses

incurred by

members of

the Covenant

Group (other

than an

Excluded

Subsidiary

)

persons

who

are

not

members

the

Covenant

Group

directly

connection with the recovery of that claim;

8.4.3

Material

Insurance

Proceeds

means

Insurance

Proceeds

other

than

Excluded

Insurance Proceeds; and

8.4.4

Mobikwik Disposal Proceeds

means the gross

amount of consideration

received by

any

member

the

Group following

Disposal by

the

Group

any

and/or

claims held against Mobikwik and/or the Disposal of assets by Mobikwik and -

8.4.4.1

including the amount

of any intercompany

loan repaid by

a person

who ceases

to be a member of the Group to continuing members of the Group;

8.4.4.2

treating

any

amount

owing

by,

set

off

by,

any

purchaser

assets

consideration received in cash;

8.4.4.3

treating

consideration

initially

received

form

other

than

cash

such

instruments, as being

received when and

if that

consideration is converted

into

cash

such

instruments

becomes

readily

convertible

reasonable

commercial terms;

8.4.4.4

after deducting

Taxes (and amounts

reserved in

respect of

Taxes) paid or

payable

as a result of that disposal of those assets in Mobikwik; and

8.4.4.5

after deducting

the properly

evidenced costs

and expenses

incurred directly

connection with that disposal of assets.

8.4.5

the Term/RCF

Borrower must

notify the

Facility Agent

within 10

Business Days

the receipt

of any

Mobikwik Disposal Proceeds

or Material

Insurance Proceeds by

member of the Group.

8.4.6

member

the

Group

receives

any

Material

Insurance

Proceeds

Mobikwik

Disposal

Proceeds,

the

Term/RCF

Borrower

shall

offer

prepay

the

Senior

Term

Facility Loans and

other Senior Term Facility

Outstandings and

the Senior RCF

Loans

and

other

Senior

RCF

Outstandings,

and

cancel

Available

Commitments

under

the

Senior RCF, in

an amount equal to the balance of those Mobikwik Disposal Proceeds

or Material Insurance

Proceeds, and procure

that the Mobikwik

Disposal Proceeds

and

Material Insurance Proceeds are applied to discharge any payments and

cancellations

required to

be made as

a result

of an

acceptance of any

such offer,

all in

accordance

with the requirements of clause

(Prepayment Offers and Priorities).

8.5

Voluntary prepayment

The Term/RCF Borrower may,

if the Term/RCF Borrower has given the Facility Agent not

less than 5 Business Days' prior notice, prepay any Senior Term

Facility Loan, Senior RCF

Loan or other amount utilised under

a Senior Term

Facility or the Senior RCF at

any time,

in whole

or in

part. A

prepayment of

part of

a Senior

Term

Facility Loan

or Senior

RCF

Loan

must

minimum

amount

ZAR10,000,000

and

integral

multiple

ZAR1,000,000 or such lesser amount as may

be outstanding under the Finance Documents

(or such

other amount

as may

be agreed

by the

Facility Agent).

The Borrower

may,

in its

discretion, elect whether to prepay any

Senior Term Facility Loan or any Senior RCF Loan.

8.6

Voluntary cancellation

8.6.1

The Term/RCF Borrower may,

by giving the Facility Agent not less than 10 Business

Days' prior notice (or such

shorter period as the Facility

Agent may agree in writing)

cancel

Available

Facility under

the

Senior Term

Facility,

whole or

part. A

partial cancellation

of any

such Available

Facility must be

in a

minimum amount of

ZAR10,000,000 and

an integral

multiple of

ZAR1,000,000 or,

if less,

the Available

Facility applicable at that time.

8.6.2

Any

partial

cancellation

Available

Facility

under

this

clause

must

applied

against the Commitment of each Lender under the relevant Senior Facility

pro rata

8.6.3

A Working Capital Facility may be cancelled as provided in the WCF Documents.

8.6.4

WesBank Facility may be cancelled as provided in the WesBank Agreement.

8.7

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

8.7.1

If -

8.7.1.1

any sum payable to any

Lender by an Obligor is required

to be increased under

clause

14.2

(Tax gross-up); or

8.7.1.2

any Lender

claims indemnification from

the Term/RCF

Borrower or

any other

Obligor under clause

14.3

(Tax indemnity) or clause

(Changes in Costs),

the Term/RCF

Borrower may,

whilst the circumstance giving

rise to the requirement

for

that

increase

indemnification

continues,

give

the

Facility

Agent

notice

cancellation

the

Commitments

that

Lender

and

its

intention

procure

the

repayment of that Lender's participation in the Loans.

8.7.2

receipt

notice

cancellation

referred

clause

8.7.1

the

Commitments of that Lender shall immediately be cancelled and reduced

to zero.

8.7.3

the

last

day

each

Interest

Period

relation

Loan

which

ends

after

the

Term/RCF

Borrower has given

notice of cancellation and/or

repayment under clause

8.7.1 above

(or earlier, subject to the payment of

any Break Costs), each Borrower to

which a Utilisation

is outstanding

shall repay

that Lender's participation

in the relevant

Utilisations together with

all other

Senior Facility Outstandings

owed to that

Lender

under the relevant Facilities.

8.8

Re-borrowing and reinstatement

8.8.1

amount

Senior

Term

Facility

Loan

paid,

repaid

prepaid

under

this

Agreement

the

Senior

Term

Facility

Agreement

may

re-borrowed

under

the

Senior Term Facility Agreement.

8.8.2

Unless

contrary

indication

appears

this

Agreement,

the

amount

any

Loan

voluntarily

prepaid

under

the

Senior

RCF

pursuant

clause

8.5

(Voluntary

prepayment) may be re-borrowed on the terms of the Senior RCF

Agreement.

8.8.3

Unless a contrary indication appears in this Agreement, the amount of any Loan paid,

repaid or prepaid

under a Working Capital

Facility, may be re-borrowed

subject to and

in accordance with the terms of the relevant WCF Documents.

8.8.4

amount

the

Total

Commitments

cancelled

under

this

Agreement or

Senior

Facility Agreement may

be reinstated

other than

Total

Senior RCF

Commitments in

accordance with the provisions of clause

3.2

(Senior RCF).

8.9

Application of partial prepayments

Any amount to

be applied in

prepayment of Senior

Term

Facility Loans (and

other Senior

Term Facility

Outstandings) or Senior RCF Loans (and other Senior

RCF Outstandings) in

accordance with this Agreement or a Senior Facility Agreement -

8.9.1

respect of

a Senior

Term

Facility,

shall be

applied in

towards discharging

the

participation of

Lenders in

Loans and

other Senior

Facility Outstandings

under that

Senior Term Facility in

each Lender's Pro

Rata Share

(and for purposes

of determining

its

Pro

Rata

the

provisions

clause

above

shall

applied

mutatis

mutandis

);

8.9.2

in respect of voluntary prepayments in relation to the

Senior RCF, shall

be applied in

or towards discharging the participation of Lenders

in Loans and other Senior Facility

Outstandings

under

the

Senior

RCF

each

such

Lender's

Pro

Rata

(and

for

purposes of determining its Pro

Rata Share the provisions of

clause

above shall

be applied

mutatis mutandis

);

8.9.3

in respect of any

mandatory prepayment of Senior

RCF, shall be applied in or towards

discharging

the

participation

Lenders

Loans

and

other

Senior

Facility

Outstandings under the

Senior RCF and

a cancellation of

the RCF

Commitments,

each such Lender's

Pro Rata Share

(and for purposes

of determining its

Pro Rata Share

the provisions of clause

above shall be applied

mutatis mutandis

); and

8.9.4

in respect of any mandatory prepayment of Senior RCF

Loans made to the Lenders in

accordance

with

the

provisions

clause

22.4

(Cure

Amounts

mandatory

prepayment), shall

be applied

in prepayment

of the Lenders'

participation in

Loans and

other Senior

Facility Outstandings

under the

Senior RCF

and a

cancellation of

the RCF

Commitments, in each such Lender's

Pro Rata Share (and for purposes

of determining

its

Pro

Rata

the

provisions

clause

above

shall

applied

mutatis

mutandis

),,

except, in respect of clauses

8.9.1

and

8.9.2

above, for a prepayment which

is required to be

made to

a particular

Lender or

Lenders under this

clause

or under

clause

(Prepayment

Offers and Priorities).

8.10

Other provisions

8.10.1

the

Facility

Agent

receives

any

notice

prepayment

cancellation

under

this

clause

or a

Senior Facility

Agreement, or

an offer

of prepayment

under clause

(Initial Prepayment

Offers), it shall

forward a copy

of that

notice as soon

as reasonably

practicable to the Term/RCF Borrower or the affected Finance Parties, as appropriate.

8.10.2

Any notice

prepayment or

cancellation given

by a

Party

under this

clause

or a

Senior

Facility

Agreement,

offer

prepayment

under

clause

(Initial

Prepayment Offers), shall be

irrevocable and, unless a

contrary indication appears

in a

Finance Document,

shall specify

the date

or dates

upon which

the relevant

cancellation

or prepayment is to be made and the amount of that cancellation or

prepayment.

8.10.3

Except as

expressly otherwise

provided in

this clause

or a

Senior Facility

Agreement,

any prepayment shall

be made together

with accrued interest

on the amount

prepaid,

without premium

penalty except

for any

Break Costs,

Break Gains

or applicable

Refinancing

Penalties

which

arise,

result

such

prepayment

may

otherwise provided in the applicable Senior Facility Agreement.

8.10.4

No Borrower

shall pay,

repay or

prepay all

or any

part of

the Loans

or cancel

all or

any part of

the Commitments except

at the times

and in the

manner expressly provided

for in this Agreement and the applicable Senior Facility Agreement.

8.10.5

The Facility Agent may agree a shorter notice period for a voluntary prepayment or a

voluntary cancellation under a Senior Facility.

8.11

Refinancing

Subject to

the Further

Rights Letter,

the Term/RCF

Borrower may

prepay (or

procure the

prepayment of) any Senior

Term Facility Loan and other Senior Term Facility Outstandings

and/or any Senior

RCF Loan and

other Senior RCF

Outstandings from

amounts raised

under

a Refinancing, on

the condition that

all other Senior

Term

Facility Loans and

other Senior

Term Facility

Outstandings and Senior RCF Loans and other Senior RCF Outstandings are

prepaid in full at the same time and the Total Senior Term

Facility Commitments and Total

Senior RCF Commitments are cancelled and reduced to zero.

PREPAYMENT

OFFERS AND PRIORITIES

The provisions of this

clause

shall apply to all

amounts that are required

to be offered

towards

the prepayment of the Senior Term Facility Loans (and other Senior Term

Facility Outstandings)

and

Senior

RCF

Loans

(and

other

Senior

RCF

Outstandings),

and

cancellation

Available

Commitments under the

Senior RCF,

pursuant to clauses

(Mandatory prepayment -

material

disposal and insurance proceeds).

9.1

Initial Prepayment Offers

9.1.1

If a member

of the Group

receives any amount

of Mobikwik Disposal

Proceeds and/or

a member

of the

Covenant Group

(other than

an Excluded

Subsidiary) receives

any

Material Insurance

Proceeds (the

Distributable Balance

), the

Term/RCF

Borrower,

by way

of a

notice (an

Initial Offer

Notice

) delivered to

the Facility

Agent no

later

than

Business

Days

after

receipt

those

Mobikwik

Disposal

Proceeds

and/or

Material Insurance Proceeds, shall offer (an

Initial Prepayment Offer

) to -

9.1.1.1

pay and

discharge the

participation of

each Lender

in Senior

Term Facility Loans

(and other Senior

Term Facility Outstandings) that remain

outstanding under the

Senior Term Facilities; and

9.1.1.2

pay and

discharge the

participation of

each Lender

in Senior

RCF Loans

(and

other Senior RCF Outstandings)

that remain outstanding under

the Senior RCF

and/or cancel Available Commitments in relation to the Senior RCF,

each

case,

for

amount

determined

accordance

with

clause

below

(in

respect of each such Lender, its

Distributable Share

), and such notice shall stipulate

how

the

Term/RCF

Borrower

intends

apply

any

remaining

balance

(or

any

part

thereof),

contemplated

clause

9.4

(

Remaining

amount

Distributable

Balance

9.1.2

Each Lender's

Distributable Share

shall be determined as follows -

9.1.2.1

the

Distributable

Balance

will

deemed

offered

the

Term/RCF

Borrower

prepayment

all

Senior

Term

Facility

Loans

(and

other

Senior

Term Facility Outstandings), and

in prepayment

and/or cancellation

of all

Senior

RCF Loans (and other

Senior RCF Outstandings)

and Available Commitment in

relation to the

Senior RCF,

in proportion to

the Senior Term

Facilities' and the

Senior RCF's Senior Facility Pro Rata Share (defined below);

9.1.2.2

in relation to the Senior Term

Facility, a Lender's Distributable Share

under the

Senior Term

Facility (in respect of

each such Lender,

its

Pro Rata Share

) will

be -

9.1.2.2.1

if at

any relevant

time there

are no

Senior Term Facility

Outstandings under

the

Senior

Term

Facility,

its

pro

rata

proportion

the

relevant

Senior

Facility Pro Rata

Share determined

by applying

that Lender's

Commitment

under the

Senior Term

Facility to

all the

Commitments under

the Senior

Term Facility; or

9.1.2.2.2

at any other

time, its

pro rata

proportion

of the relevant

Senior Facility Pro

Rata

determined

applying

that

Lender's

Senior

Term

Facility

Outstandings

under

that

Senior

Term

Facility

all

the

Senior

Term

Facility Outstandings under the Senior Term Facility; and

9.1.2.3

in relation to the Senior RCF,

a Senior RCF Lender's Distributable Share under

the Senior RCF (in respect of each such Lender, its

Pro Rata Share

) will be its

pro rata

proportion

of the relevant Senior

Facility Pro Rata

Share determined by

applying

that

Lender's

Senior

RCF

Commitment

all

the

Total

Senior

RCF

Commitments.

9.1.3

For purposes of this

clause

Senior Facility Pro Rata Share

, at any relevant

time,

in respect of

the Senior Term Facility or

the Senior RCF

Relevant Senior Facility

means the proportion (expressed as a percentage) borne by -

9.1.3.1

the aggregate amount, at that time, of (i) the Senior Facility Outstandings under

the

Relevant

Senior

Facility,

and

(ii)

the

Available

Commitment

under

the

Relevant Senior Facility; to

9.1.3.2

the aggregate amount, at that time, of (i) the Senior Facility Outstandings under

all

Senior

Term

Facilities

and

the

Senior

RCF,

and

(ii)

the

Available

Commitment under the Senior RCF.

9.2

Acceptances and Additional Prepayment Offers

9.2.1

If a

Lender wishes

to accept

an Initial

Prepayment Offer

or any

part thereof,

it must

advise the Facility Agent of its acceptance and provide to it the following

details -

9.2.1.1

the amount of its available Distributable

Share which it requires to be

paid to it

and/or,

applicable,

applied

cancellation

its

Available

Commitments

under the Senior RCF (an

Accepted Prepayment Amount

); and

9.2.1.2

the

maximum

amount

(the

Additional

Acceptances Limit

)

any

additional

part of

the

Distributable Balance

it would

be prepared

accept (if

any) in

towards payment

and discharge

of its

participation in

Senior Term Facility

Loans

(and other Senior

Term Facility Outstandings) that remain

outstanding under the

Senior

Term

Facilities

and

Senior

RCF

Loans

(and

other

Senior

RCF

Outstandings) that remain

outstanding under the

Senior RCF,

in circumstances

where

one or

Lenders were

decline

the

applicable Initial

Prepayment

Offers made to them,

9.2.2

by way of a notice delivered to the Facility Agent no

later than 5 Business Days after

receipt

any

applicable

Initial Offer

Notice

(each

such

Lender

which

accepts any

applicable Initial

Prepayment Offer

for the

amount of

its Distributable

Share or

any

part thereof,

being a

Participating Lender

If a

Lender fails

advise the

Facility

Agent of its acceptance

of an Initial Prepayment

Offer, as

required under this clause,

then it shall be deemed to have accepted the Initial Prepayment Offer in full.

9.2.3

The Facility Agent will advise the Term/RCF Borrower and the Lenders, by way of

notice (an

Acceptances Confirmation

) delivered to

each of

them within 2

Business

Days following

expiry of

the 5

Business Day

period within

which any

applicable Initial

Prepayment Offers may be accepted, of the following -

9.2.3.1

the Initial Prepayment Offers accepted

(including offers that are deemed

to have

been accepted)

and declined

and the

aggregate amount

of Distributable

for which Initial

Prepayment Offers have

been declined (the

Declined Balance

);

and

9.2.3.2

relation

each

Participating

Lender,

that

portion

the

Declined

Balance

allocable to it (the

Additional Prepayment Amount

), being its Pro Rata Share

(and for

purposes of

determining its

Pro Rata

Share the

provisions of

clause

above shall

be applied

mutatis mutandis

except that (i)

reference in that

clause

to Distributable Share

shall be deemed

to be a reference

to a Lender's Additional

Prepayment Amount, (ii) reference in

that clause to Distributable

Balance shall

be deemed to be a reference to the amount of the Declined

Balance and

(iii)

it is

assumed that the

Senior Term

Facility Outstandings, Senior RCF

Outstandings

and Senior RCF

Commitments of the

Lenders declining the

Initial Prepayment

Offer

are

nil)

the

Declined

Balance

limited

its

Additional

Acceptances

Limit.

9.2.4

Upon delivery of an Acceptances Confirmation -

9.2.4.1

the

Term/RCF

Borrower

will

irrevocably

deemed

have

offered

(the

Additional

Prepayment

Offer

)

pay

and

discharge

each

Participating

Lender (in addition to amounts accepted

by it pursuant to clause

9.2.1 above

) its

participation

Senior

Term

Facility

Loans

(and

other

Senior

Term

Facility

Outstandings)

that

remain

outstanding

and

the

Senior

RCF

Loans

(and

other

Senior RCF Outstandings) that remain outstanding; and

9.2.4.2

each

Participating

Lender

will

deemed

have

accepted

the

Additional

Prepayment Offer,

9.2.5

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

Lender.

9.3

Application of payment

Following a receipt

of any Mobikwik

Disposal Proceeds

and/or Material

Insurance Proceeds

and delivery

of an

Acceptances Confirmation

to the

Term/RCF

Borrower,

the

Term/RCF

Borrower shall pay

to the Facility

Agent, for the

account of each

Participating Lender, the

Accepted

Prepayment

Amount

and

the

Additional

Prepayment

Amount

(if

any)

that

Participating Lender, in full -

9.3.1

on the Interest Payment Date immediately following-

9.3.1.1

receipt of the Mobikwik Disposal Proceeds;

9.3.1.2

expiry of

the 30-day

period referred to

in the

definition of

Excluded Insurance

Proceeds in clause

(Mandatory prepayment

- material disposal

and insurance

proceeds)

(the

30-Day

Period

)

resolution

the

directors

the

relevant

member of the Covenant Group has not been adopted and passed within the 30-

Day Period; or

9.3.1.3

expiry

where

resolution

the

directors

the

relevant

member

the

Covenant Group has been adopted and

passed within the 30-Day Period,

the 90-

day period

referred to

in the

definitions of

Excluded Insurance

Proceeds in

clause

(Mandatory prepayment

- material

disposal and

insurance proceeds)

if the

relevant Material Insurance

Proceeds have not

been applied within

that 90-day

period; or

9.3.2

if an Event of Default is continuing, no later

than the first Business Day following the

date

which

the

Facility

Agent

delivers

Acceptances

Confirmation

the

Term/RCF Borrower,

and

respect

any

Participating

Lender

relation

the

Senior

RCF,

its

Accepted

Prepayment Amount and the

Additional Prepayment Amount

(if any) shall be applied

in the

following order -

9.3.2.1

firstly, in prepayment of its participation in

Senior RCF Loans and other Senior

RCF

Outstandings,

with

corresponding

cancellation

RCF

Commitments;

and

9.3.2.2

secondly

and

without

double

counting,

cancellation

its

Available

Commitments under the Senior RCF.

9.4

Remaining amount of Distributable Balance

If, after having implemented the provisions of clauses

and

9.2 above

, the full amount of

any Distributable Balance offered to Lenders is not required to be applied in or towards the

payment, repayment

or prepayment

of Senior

Term

Facility Loans

and other

Senior Term

Facility

Outstandings

and

Senior

RCF

Loans

and

other

Senior

RCF

Outstandings,

any

remaining balance

(or any

part thereof)

(the

Remaining Distributable

Balance

) shall

available for application as follows -

9.4.1

it may

be retained

in the

Covenant Group and

used for

the general

operations of the

members of the Covenant Group; and

9.4.2

may

used

make

distribution

Holdco

subject

the

requirements

clause

23.21.2

(Distributions).

INTEREST AND INTEREST PERIODS

10.1

Calculation, accrual and payment

All

interest

Loan

made

Borrower

under

Senior

Facility

Agreement

shall

calculated, accrue

and be

paid by

that Borrower

for the

account of

the Lenders

under the

relevant Senior Facility in accordance with the terms of that Senior Facility

Agreement.

10.2

Interest Periods

The

Interest Periods

which apply

Loan or

Unpaid Sum

made to

a Borrower

under a

Senior Facility Agreement

shall be governed

by the terms

of that Senior

Facility Agreement.

CHANGES TO THE CALCULATION OF INTEREST

11.1

Absence of quotations

Subject to

clause

11.2

below

, if

JIBAR is

to be

determined by

reference to

the Reference

Banks but

a Reference

Bank does

not supply a

quotation by 12h00

on the

Quotation Day,

JIBAR

shall

determined

the

basis

the

quotations

provided

the

remaining

Reference Banks.

11.2

Market disruption

11.2.1

If a Market Disruption Event occurs in relation to a Loan for any Interest

Period, then

the rate of interest on each Lender's share of that Loan for the

Interest Period shall be

the percentage rate per annum which is the sum of -

11.2.1.1

the Applicable Margin; and

11.2.1.2

the highest of the rates notified to

the Facility Agent by the relevant Lenders 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

those

Lenders

funding

their

participation

that

Loan

from

whatever source(s) they may reasonably select.

11.2.2

this

Agreement

Market

Disruption

Event

means,

relation

Senior

Term

Facility or the Senior RCF -

11.2.2.1

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;

11.2.2.2

before close of business in

Johannesburg on the

Quotation Day for the relevant

Interest

Period,

the

Facility

Agent

receives

notifications

from

one

Lenders whose

aggregate participations

in Loans

under the

applicable Facility

exceed 30

per cent.

of aggregate

principal amount

of Loans

outstanding under

that Senior Facility that -

11.2.2.2.1

the cost to them of funding their

participation in that Loan from whatever

source they may reasonably select would

be in excess of JIBAR

(provided

that

the

relevant

Lenders

must

first

consider

funding

available

the

Johannesburg

Interbank

Market

prior

considering

other

sources

funding);

11.2.2.2.2

the cost to

it or them

of obtaining matching

deposits in the

Johannesburg

interbank

market

would

excess

JIBAR

for

the

relevant

Interest

Period; or

11.2.2.2.3

matching

deposits

will

not

available

them

the

Johannesburg

interbank

market

the

ordinary

course

business

fund

their

participation in that Loan for the relevant Interest Period.

11.3

Alternative basis of interest or funding

11.3.1

Without prejudice to the generality

of clause

11.2 above

, if a Market Disruption

Event

occurs

and

the

Facility

Agent

the

Term/RCF

Borrower

requires,

the

Facility

Agent and

the Term/RCF

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.

11.3.2

Any

alternative

basis

agreed

pursuant

clause

11.3.1

shall,

with

the

prior

consent of all the Lenders and the Term/RCF Borrower, be binding on all Parties.

11.4

Replacement of Screen Rate

11.4.1

If a

Screen Rate

Replacement Event has

occurred in

relation to

the Screen

Rate, the

Parties shall enter into negotiations in

good faith with a view to

agreeing the use of a

Replacement Benchmark in place of that Screen Rate.

11.4.2

Any amendment

waiver which

relates to

providing for

the

use of

a Replacement

Benchmark and -

11.4.2.1

aligning any provision of any Finance Document to

the use of that Replacement

Benchmark;

11.4.2.2

enabling that Replacement Benchmark to

be used for the

calculation of interest

under this Agreement (including, without limitation, any consequential changes

required to enable

that Replacement Benchmark

to be used

for the purposes

this Agreement);

11.4.2.3

implementing market conventions applicable to that Replacement Benchmark;

11.4.2.4

providing

for

appropriate

fallback

(and

market

disruption)

provisions

for

that

Replacement Benchmark; or

11.4.2.5

adjusting the pricing to reduce

or eliminate, to the

extent reasonably practicable,

any

transfer

economic

value

from

one

Party

another

result

the

application of

that Replacement

Benchmark (and

if any

adjustment or

method

for

calculating

any

adjustment

has

been

formally

designated,

nominated

recommended

the

Relevant

Nominating

Body,

the

adjustment

shall

determined on the basis of that designation, nomination or recommendation),

may be made with the consent of the Parties.

BREAK COSTS AND BREAK GAINS

12.1

Each

Borrower

shall, within

Business

Days

demand by

Finance Party,

pay to

that

Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being

repaid or

prepaid on

a day

other than

the last

day of

an Interest

Period for

that Loan

or Unpaid

Sum.

12.2

On the condition that no Event of Default

is then continuing, a Senior Term Facility Lender

Senior

RCF

Lender,

applicable,

shall,

within

Business

Days

demand

the

Term/RCF

Borrower,

pay

the

Term/RCF

Borrower

the

amount

any

Break

Gains

attributable

all

any

part

the

participation of

that

Senior

Term

Facility

Lender

Senior RCF Lender in a Loan being repaid or prepaid on a day other than the last day of an

Interest Period for that Loan.

12.3

Each Lender shall,

as soon as

reasonably practicable after

a demand by

the Facility Agent

(made

following

receipt

the

Facility

Agent

written

request

from

the

Term/RCF

Borrower to make

such demand),

provide a certificate

confirming the amount

of its

Break

Costs or Break Gains (as applicable) for any Interest Period in which

they accrue.

FEES

13.1

Non-refundable Deal Structuring Fee

The Term/RCF

Borrower shall

pay to

each Original

Senior Lender

a non-refundable

deal

structuring fee in the amount and at the times agreed in a Fee Letter.

13.2

Commitment Fees

13.2.1

The

Term/RCF

Borrower

must

pay

the

Facility

Agent

(for

the

account

each

Senior

RCF

Lender

and

each

Senior

Term

Facility

Lender,

applicable)

commitment fee computed

at the

rate equal to

30% of the

applicable Margin

on that

Senior

Term

Facility

Lender's Available

Commitment

that

Senior

RCF

Lender's

Available

Commitment

(except

ignoring

for

the

purpose

determining

Available

Commitment

this

context

the

provisions

clause

2.1.13.2

clause

2.1.13

(Definitions))

under

the

applicable

Senior

Term

Facility

the

Senior

RCF

for

the

Availability Period applicable to that Senior Term Facility or the Senior RCF.

13.2.2

The accrued commitment fees accrue daily with effect from the Closing Date

and are

payable on each Interest

Payment Date which

occurs during the

relevant period during

which commitment fees apply, on the last day of the relevant Availability Period and,

if cancelled in

full, on the

cancelled amount of

the relevant Lender's

Commitment at

the time the cancellation is effective.

13.3

Agency fee

The Term/RCF Borrower shall pay to

the Facility Agent (for

its own account) an

agency fee

in the amount and at the times agreed in a Fee Letter.

13.4

Administration fee

The Term/RCF

Borrower shall pay

to TMF Corporate

Services (South Africa)

Proprietary

Limited the administration services fees in the amounts and at the times agreed in the letter

TMF

Corporate

Services

(South

Africa)

Proprietary

Limited,

dated

June

2024

(as

amended from time to time, with the approval of the Facility Agent).

TAX GROSS-UP AND INDEMNITIES

14.1

Definitions

14.1.1

In this Agreement -

14.1.2

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;

14.1.3

Tax Credit

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

14.1.4

Tax

Deduction

means a

deduction or

withholding for

on account

Tax

from a

payment under a Finance Document, other than a FATCA

Deduction;

14.1.5

Tax Payment

means either

the increase in

a payment made

by an Obligor

to a Finance

Party under clause

14.2 below

or a payment under clause

14.3 below.

14.1.6

Unless a

contrary indication

appears, in

this clause

a reference

determines

determined

means

determination

made

the

absolute

discretion

the

person

making the determination.

14.2

Tax gross

-up

14.2.1

Each Obligor shall make

all payments to be

made by it free

and clear of and

without

any Tax Deduction, unless a Tax

Deduction is required by law.

14.2.2

The Term/RCF

Borrower shall promptly upon

becoming aware that an

Obligor must

make a

Tax

Deduction (or

that there

is any

change in

the rate

or the

basis of

a Tax

Deduction) notify the Facility Agent accordingly.

Similarly, a Lender shall

notify the

Facility Agent, as soon as reasonably practicable, on becoming so aware in respect of

a payment payable

to that Lender. If

the Facility Agent

receives such notification

from

a Lender it shall notify the Term/RCF Borrower and 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

thirty

days

making

either

Tax

Deduction

any

payment

required

connection

with

that

Tax

Deduction,

the

Obligor

making

that

Tax

Deduction

shall

deliver to

the

Facility Agent

for the

Finance Party

entitled to

the payment

evidence

reasonably satisfactory to that Finance

Party that the Tax Deduction has been made or

(as applicable) any appropriate payment paid to the relevant taxing

authority.

14.3

Tax indemnity

14.3.1

Each

Obligor

shall

(within

three

Business

Days

demand

the

Facility

Agent)

indemnify each Protected Party against, and shall

pay to a Protected Party an amount

equal to the loss, liability or cost which that Protected Party determines will be or has

been (directly 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 -

14.3.2.1

with respect to

any Tax

assessed on a

Finance Party -

(A) under the

law of 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

(B) under

the law

of the

jurisdiction in

which that

Finance

Party's facility office

is located in

respect of amounts

received or

receivable in

that jurisdiction, if

that Tax

is imposed on

or calculated by

reference to the

net

income

received

receivable

(but

not

any

sum

deemed

received

receivable) by that Finance Party;

14.3.2.2

to the extent a loss, liability or cost is compensated for by an

increased payment

under clause

14.2

(Tax

gross-up) or 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 notify

the Facility

Agent as

soon as

reasonably practicable

of the

event which

will give,

or has

given, rise

to the

claim, following

which the

Facility Agent

shall notify

the Term/RCF Borrower or relevant Obligor of such claim.

14.3.4

A Protected

Party shall,

on receiving

a payment

from an

Obligor under

this clause

14.3

notify the Facility Agent.

14.4

Tax Credit

Subject to

clause

(Conduct of

Business by

the Finance

Parties), if

an Obligor

makes a

Tax Payment and the relevant Finance Party determines that -

14.4.1

a Tax Credit is attributable either to an increased payment of which that Tax Payment

forms part, or to that Tax Payment; and

14.4.2

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

the Finance

Party shall

pay an

amount to

that Obligor,

as soon

as reasonably

practicable,

which that Finance Party determines will leave it (after that payment) in the same after-Tax

position as it would have been in had the Tax Payment not been required to be made by the

Obligor.

14.5

Stamp taxes

Each Obligor shall

(within three Business

Days of demand)

indemnify each Finance

Party

against, and

shall pay

to the

relevant Finance

Party, any cost,

loss or

liability that

the relevant

Finance

Party

incurs

relation

all

stamp

duty,

registration

and

other

similar

Taxes

payable in respect of any Finance Document.

14.6

Value

added tax

14.6.1

All amounts

set out

or expressed

to be

payable under

a Finance

Document by

any Party

to a Finance Party which

(in whole or in part)

constitute the consideration

for a supply

or supplies for

VAT

purposes shall be

deemed to be

exclusive of any

VAT

which is

chargeable on

such supply

or supplies,

and accordingly, subject

to clause

14.6.2 below

VAT

is or

becomes chargeable

on any

supply made

by any

Finance Party

to any

Party under a Finance

Document, that Party shall

pay to the Finance Party

(in addition

to and at the same time as paying any other consideration for such supply) an amount

equal to the

amount of such

VAT

(and such Finance

Party shall provide

an appropriate

VAT

invoice to such Party as soon as reasonably practicable).

14.6.2

VAT

becomes

chargeable

any

supply

made

any

Finance

Party

(the

Supplier

) to any other Finance Party (the

Recipient

) under a Finance Document, and

any Party other than the Recipient (the

Subject Party

) is required by the terms of any

Finance Document to pay an amount equal to the consideration for such supply to the

Supplier

(rather

than

being

required

reimburse

the

Recipient

respect

that

consideration), such Party

shall also pay to

the Supplier (in addition

to and at the

same

time

paying

such

amount)

amount

equal

the

amount

such

VAT.

The

Recipient

will

promptly

pay

the

Subject

Party

amount

equal

any

credit

repayment

obtained

the

Recipient

from

the

relevant

tax

authority

which

the

Recipient reasonably determines is in respect of such VAT.

14.6.3

Notwithstanding anything to the contrary contained in

this clause

14.6

(Value

Added

Tax),

each Obligor

irrevocably and

unconditionally appoints

the

Facility Agent

and

each Lender as its representative

and agent to, in its

name place and stead, and

for and

its

behalf,

make

payment

all

expenses

referred

clause

(Costs

and

Expenses)

directly

such

third

parties

contemplated

clause

(Costs

and

Expenses), which

amounts shall

be immediately

due and

recoverable from

the relevant

Obligor on demand.

14.6.4

Where a

Finance Document requires

any Party

to reimburse

or indemnify

a Finance

Party for

any costs

or expenses, that

Party shall

reimburse or

indemnify (as

the case

may be) such

Finance Party

for the full

amount of

such cost or

expense, including

such

part thereof as represents VAT,

save to the extent that such

Finance Party reasonably

determines that

it is

entitled to

credit or repayment

in respect

of such

VAT

from the

relevant tax authority.

14.7

FATCA

Deduction

14.7.1

Each Party may make any

FATCA

Deduction it is required to

make by FATCA,

and

any

payment

required

connection

with

that

FATCA

Deduction,

and

Party

required

increase

any

payment

respect

which

makes

such

FATCA

Deduction

otherwise

compensate

the

recipient

the

payment

for

that

FATCA

Deduction.

14.7.2

Each Party must, promptly

on 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,

must notify

the Term/RCF

Borrower and

the Facility

Agent, and

the Facility

Agent must

promptly notify

the other

Finance Parties.

CHANGES IN COSTS

15.1

Increased costs

15.1.1

Subject

clause

15.3

below

the

Term/RCF

Borrower

shall,

within three

Business

Days of

a demand

by the

Facility Agent,

pay for

the account

of a

Finance Party

the

amount of any

Increased Costs incurred by

that Finance Party or

any of its

Affiliates

as a result of -

15.1.1.1

the introduction

of or

any change

in (or

in the

interpretation, administration or

application of) any law or regulation;

15.1.1.2

compliance with any law or regulation; or

15.1.1.3

compliance with

any aspect

of the

Consolidated Basel

Framework (including

any

national

regulation

which

implements

the

Consolidated

Basel

Framework)

whether implemented before or after the Signature Date,

including, without limitation, any

such law or regulation

(including the Consolidated

Basel

Framework)

concerning

capital

adequacy

requirements,

liquid

asset

holding

requirements, special deposit requirements, prudential limits, reserve

assets or Tax.

15.1.2

In this Agreement -

15.1.3

Increased Costs

means -

15.1.3.1

a reduction in the

rate of return from

a Senior Facility or

on a Finance Party's

(or

its

Affiliate's)

overall

capital

(including,

without limitation,

result

any

reduction

the

rate of

return on

capital

brought about

by more

capital being

required to be allocated by such Finance Party);

15.1.3.2

an additional or increased cost; or

15.1.3.3

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

which is incurred

or suffered by

a Finance Party

or any of

its Affiliates to

the extent

that

attributable

that

Finance

Party

having

entered

into

its

Commitment

funding or performing its obligations under any Finance Document;

15.1.4

Basel IV

means papers prepared by the Basel Committee on

Banking Supervision (i)

in January 2016

entitled "Minimum Capital

Market Requirements",

(ii) in March

2016

entitled

"Revisions to

the Standardised

Approach for

credit

risk", (iii)

June 2016

entitled "Reducing variation in credit

risk-weighted assets – constraints on

the use of

internal model

approaches", and

(iv) all

other publications

considered part

of Basel

IV,

and in

each case,

as updated

from time

time, or

any rules,

regulations, guidance,

interpretations

directives

promulgated

issued

connection

therewith

any

bank regulatory

agency (whether

or not

having the

force of

law but

which are

generally

complied with);

15.1.5

Consolidated Basel Framework

means -

15.1.5.1

the

agreements

capital requirements,

leverage

ratio

and

liquidity

standards

contained in Basel III - A global

regulatory framework for more resilient banks

and

banking

systems,

Basel

III

International

framework

for

liquidity

risk

measurement,

standards and

monitoring

and Guidance

for

national

authorities

operating the

countercyclical capital

buffer published

by the

Basel Committee

Banking

Supervision

December

2010,

each

amended,

supplemented,

restated or reformed;

15.1.5.2

the

rules

for

global

systemically

important

banks

contained

Global

systemically important banks - assessment methodology and the

additional loss

absorbency

requirement

Rules

text

published

the

Basel

Committee

Banking Supervision in November

2011, as amended, supplemented or

restated;

and

15.1.5.3

any

revised

principles

standards

published

the

Basel

Committee

Banking Supervision relating to any reforms of Basel III or other principles and

standards

incorporated

into

the

consolidated

Basel

Framework

the

Basel

Committee

Banking

Supervision

relating

the

regulation,

supervision,

governance and risk management of the banking sector;

and

15.1.5.4

any other guidance,

standards or

directives published

by the

Basel Committee

Banking Supervision relating to Basel III,

the Basel III reforms or Basel IV;

15.2

Increased Cost claims

15.2.1

A Finance Party intending to make a claim

pursuant to clause

15.1 above

shall notify

the Facility Agent, as soon as reasonably possible after becoming aware of the

claim,

of the

event giving rise

to the

claim, following which

the Facility

Agent shall notify

the Term/RCF Borrower as soon as reasonably practicable.

15.2.2

Each Finance Party shall, as soon as practicable after a demand by the Facility Agent,

provide a

certificate confirming

the

amount of

its Increased

Costs and

setting out

calculation of

the amount

of its

Increased Cost

(without having

to provide

details of

the manner in which

any variable (including

any figure or data)

used in the calculation

of its Increased Cost was determined).

15.3

Exceptions

15.3.1

Clause

15.1

(Increased costs) does not apply to the extent any Increased Cost is -

15.3.1.1

attributable to a Tax Deduction required by law to be made by an Obligor;

15.3.1.2

compensated

for

clause

14.3

(Tax

indemnity)

(or

would

have

been

compensated for

under that

clause but

was not

so compensated

solely because

any of the exclusions in that clause applied);

15.3.1.3

attributable to the wilful breach by the relevant Finance Party or its Affiliates of

any law or regulation; or

15.3.1.4

attributable to a FATCA

Deduction required to be made by a Party.

15.3.2

In this clause

15.3

, a reference to a

Tax Deduction

has the same meaning

given to the

term in clause

14.1

(Definitions).

OTHER INDEMNITIES

16.1

Currency indemnity

16.1.1

If any sum due from an Obligor under the Finance Documents (a

Sum

), or any order,

judgment or award

given or made

in relation to

a Sum, has

to be converted

from the

currency (the

First Currency

) in which

that Sum is

payable into

another currency

(the

Second Currency

) for the purpose of -

16.1.1.1

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

16.1.1.2

obtaining or enforcing

an order,

judgment or award in

relation to any

litigation

or arbitration proceedings,

16.1.2

that Obligor

shall as

an independent

obligation, within

three Business

Days of

demand,

indemnify

each

Finance

Party

whom

that

Sum

due

against

any

cost,

loss

liability

arising

out

result

the

conversion

including

any

discrepancy

between (A)

the rate

of exchange

used to

convert that

Sum from

the First

Currency

into the Second Currency

and (B) the rate

or rates of exchange

available to that person

at the time of its receipt of that Sum.

16.1.3

Each Obligor waives

any right

it may have

in any

jurisdiction to

pay any amount

under

the

Finance Documents

in a

currency or

currency unit

other than

that in

which it

expressed to be payable.

16.2

Other indemnities

16.2.1

The Obligors

shall, within

three Business

Days of

demand, indemnify

each Finance

Party against, and shall pay to each Finance

Party, any properly evidenced cost or any

loss or

liability (other

than consequential

damages or

opportunity costs)

incurred by

that Finance Party as a result of -

16.2.1.1

the occurrence of any Default;

16.2.1.2

any

information

produced

approved

Holdco

any

member

the

Covenant

Group

under

connection

with

the

Finance

Documents

being

misleading or deceptive in any respect;

16.2.1.3

any enquiry, investigation, subpoena (or similar order) or litigation with respect

any

Obligor

other

Security

Provider,

with

respect

the

transactions

contemplated or financed under this Agreement;

16.2.1.4

a failure by an Obligor or

other Security Provider to pay any amount

due under

a Finance Document on its due date;

16.2.1.5

funding, or

making arrangements to

fund, its

participation in

a Loan

requested

by a Borrower in a

Utilisation Request but not made by reason

of the operation

of any one or more of the provisions of this Agreement (other than by reason of

gross negligence or wilful default of that Finance Party alone); or

16.2.1.6

a Loan (or part of a

Loan) not being prepaid in

accordance with the terms of

this

Agreement.

16.2.2

Each Obligor’s liability in each case includes any loss

or expense on account of funds

borrowed, contracted

for or

utilised to

fund any

amount payable

under any

Finance

Document or any Loan.

16.3

Indemnity to the Facility Agent

16.3.1

Each

Obligor

hereby

indemnifies

the

Facility

Agent

against,

and

shall

pay

the

Facility Agent within three Business Days of

demand, any cost, loss or liability (other

than consequential damages or

opportunity costs) incurred by the

Facility Agent as a

result of -

16.3.1.1

investigating or

taking any

other action

in connection

with any

event which

reasonably believes is a Default; or

16.3.1.2

acting

relying

any

notice,

request

instruction

which

reasonably

believes to be genuine, correct and appropriately authorised.

16.3.2

Each

Obligor

hereby

indemnifies

the

Facility

Agent

against,

and

shall

pay

the

Facility

Agent

within

three

Business

Days

demand,

any

cost,

loss

liability

incurred by the Facility Agent as a result of -

16.3.2.1

the taking,

holding, protection

or enforcement

of any

Transaction

Security (or

giving any instructions to the Debt Guarantor in this regard);

16.3.2.2

any default by an

Obligor in the

performance of any

of the obligations

expressed

to be assumed by it under the Finance Documents; or

16.3.2.3

the performance of its

functions or the exercise

of the rights, powers,

discretions

and remedies vested in

the Facility Agent, in

its capacity as such,

by the Finance

Documents or by

law, except for any such

cost, loss or

liability arising as

a result

of the gross negligence or wilful default of the Facility Agent.

16.3.3

The Term/RCF Borrower shall reimburse to the

Facility Agent all such out-of-pocket

expenses actually and

reasonably incurred and properly

evidenced within 5 Business

Days of

the Facility

Agent presenting the

Term/RCF

Borrower with

a tax

invoice in

respect thereof.

16.4

Indemnity to the Debt Guarantor

Each Obligor hereby

indemnifies the Debt

Guarantor against, and

shall pay

to the

Facility

Agent for

the account

of the

Debt Guarantor,

on demand,

any cost,

loss or

liability (other

than consequential damages

or opportunity costs) incurred

by the Debt Guarantor

as a result

of -

16.4.1

acting or relying on

any notice, request or instruction

which it reasonably believes to

genuine,

correct

and

appropriately

authorised

(other

than

reason

gross

negligence or wilful default of the Debt Guarantor);

16.4.2

the taking, holding or enforcement of any Transaction Security;

16.4.3

the performance

of its

functions or

the exercise

of the rights,

in its

capacity as

such,

under the

Finance Documents,

except for

any such

cost, loss

or liability

arising as

result of the gross negligence or wilful default of the Debt Guarantor;

16.4.4

any breach by an Obligor of its obligations under the Finance Documents.

MITIGATION BY THE LENDERS

17.1

Mitigation

17.1.1

Each

Finance

Party

shall,

consultation

with

the

Term/RCF

Borrower,

take

all

reasonable steps to mitigate any circumstances which arise and which would result in

any amount becoming

payable under or

pursuant to, or

cancelled pursuant to,

any of

clause

8.1

(Mandatory

prepayment

Illegality),

clause

(Tax

Gross-up

and

Indemnities) or clause

(Changes in Costs).

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

Term/RCF

Borrower

hereby

indemnifies

each

Finance

Party

against,

and

undertakes to pay to it on demand, all

costs and expenses reasonably incurred by that

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

17.1 above.

17.2.2

Finance

Party

not

obliged

take

any

steps

under clause

17.1