Contract
1
for
LESAKA TECHNOLOGIES PROPRIETARY LIMITED
(as
Term/RCF Borrower
)
provided by
THE PARTIES LISTED IN
(as
Original Senior Term Facility B Lenders
)
with
FIRSTRAND BANK LIMITED
(acting through its Rand Merchant Bank division)
(as
Facility Agent
)
This Agreement is entered into subject to the terms of a Common Terms Agreement dated on or
about the date of this Agreement
Exhibit 10.48
i
TABLE OF CONTENTS
ANNEXURES
1
1
PARTIES
1.1
The Parties to this Agreement are –
1.1.1
Lesaka Technologies Proprietary Limited, registration number 2002/031446/07, as
borrower (the
Term/RCF Borrower
);
1.1.2
the parties listed in
Original Senior Term Facility B Lenders
); and
1.1.3
FirstRand Bank Limited (acting through its Rand Merchant Bank division) as agent
of the Senior Term Facility Lenders (the
Facility Agent
).
1.2
The Parties agree as set out below.
2
INTERPRETATION
2.1
Definitions
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
Applicable Margin
means, in relation to a Senior Term Facility B Loan or an Unpaid
Sum -
2.1.1.1
in relation to the first Senior Term Facility B Loan for the first Interest
Period, 3.15%; and
2.1.1.2
thereafter, in respect of each Interest Period, if the Net Debt to EBITDA Ratio
in respect of the Measurement Period (the
Relevant Measurement Period
)
immediately preceding such Interest Period is within the range as set out in
column 1 below, then the Applicable Margin for that Senior Term Facility B
Loan will be the percentage set out opposite that range in column 2 below -
Net Debt to EBITDA Ratio
[Column 1]
Applicable Margin
[Column 2]
Greater than or equal to 2.5 times
3.15%
2
Less than 2.5 times
2.40%
provided that -
2.1.1.2.1
any increase or decrease in the Applicable Margin for that Senior Term
Facility B Loan shall take effect on the date which is the first day of the
Interest Period immediately succeeding the Interest Period in which the
Compliance Certificate for the Relevant Measurement Period is delivered;
and
2.1.1.2.2
if the Term/RCF Borrower fails to deliver a Compliance Certificate for the
Relevant Measurement Period, the Applicable Margin for the relevant
Interest Period shall be 3.15% plus the amount in clause
2.1.1.3
with effect from the date of occurrence of an Event of Default and for so long
as it is continuing, the Applicable Margin shall be the Applicable Margin as at
the date of the occurrence of that Event of Default plus 2.00%;
2.1.2
Availability Period
means, in relation to the Senior Term Facility B Commitment,
the period from (and including) the Closing Date to (and including) the date falling 30
days after the Closing Date;
2.1.3
Available Commitment
means the "
Available Commitment
" (as defined in the
Common Terms Agreement) of a Senior Term Facility B Lender in respect of the
Senior Term Facility B;
2.1.4
Available Facility
means the aggregate, from time to time, of the Available
Commitment of each Senior Term Facility B Lender;
2.1.5
Break Costs
means the amount (if any) determined by a Senior Term Facility B
Lender by which -
2.1.5.1
the interest (excluding the Applicable Margin) which that Senior Term Facility
B Lender should have received for the period from the date of receipt of an
amount repaid or prepaid in respect of any part of its participation in a Senior
Term Facility B Loan or Unpaid Sum to the last day of the current Interest Period
for that Senior Term Facility B Loan or Unpaid Sum, if the principal amount of
3
that Senior Term Facility B Loan or Unpaid Sum received had been paid on the
last day of that Interest Period;
exceeds -
2.1.5.2
the amount which that Senior Term Facility B Lender would be able to obtain
by placing an amount equal to the principal amount of that Senior Term Facility
B Loan or Unpaid Sum received by it on deposit with a leading bank in the
Johannesburg interbank market for a period starting on the Business Day
following receipt or recovery and ending on the last day of the current Interest
Period;
2.1.6
Break Gains
means the amount (if any) determined by the relevant Senior Term
Facility B Lender by which the amount of interest contemplated in clause
the definition of Break Costs exceeds that in clause
2.1.7
Common Terms Agreement
means the written agreement entitled "
Common Terms
Agreement
", dated on or about the Signature Date, between, amongst others, the
Term/RCF Borrower (as borrower), the Original Senior Term Facility B Lenders (as
lenders), the Facility Agent and Bowwood and Main No 408 (RF) Proprietary Limited
(as debt guarantor);
2.1.8
Final Maturity Date
means 28 February 2029;
2.1.9
Interest Payment Date
2.1.9.1
the last day of March, June, September and December of any year; and
2.1.9.2
the Final Maturity Date,
with the first Interest Payment Date being 30 June 2025;
2.1.10
Interest Period
2.1.10.1
in relation to a Senior Term Facility B Loan, each period determined in
accordance with clause
); and
2.1.10.2
in relation to an Unpaid Sum relating to a Senior Term Facility B Loan, each
period determined in accordance with clause
;
4
2.1.11
Party
means a party to this Agreement;
2.1.12
Senior Term Facility B
means the term loan facility made available to the Term/RCF
Borrower under this Agreement;
2.1.13
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;
2.1.14
Unpaid Sum
means an "
Unpaid Sum
" as defined in the Common Terms Agreement
in respect of the Senior Term Facility B; and
2.1.15
Utilisation Request
means a notice substantially in the form set out in
(
Form of Utilisation Request
).
2.2
Construction
2.2.1
Terms and expressions defined in the Common Terms Agreement, unless expressly
defined in this Agreement, have the same meaning in this Agreement.
2.2.2
The provisions of clauses 2.3 (
Construction
) and 2.4 (
Third party rights
) of the
Common Terms Agreement are incorporated by reference in this Agreement
mutatis
mutandis
2.2.2.1
the Common Terms Agreement are to be construed as references to this
Agreement; and
2.2.2.2
the Parties are to be construed as the Parties to this Agreement.
2.2.3
This Agreement and the rights and obligations of the Parties under this Agreement
shall in all respects be subject to the terms and conditions of the Common Terms
Agreement and in the event of any conflict between the provisions of this Agreement
and the provisions of the Common Terms Agreement, the provisions of this
Agreement shall prevail.
2.2.4
If any amount paid to a Senior Term Facility B Lender under a Finance Document is
capable of being avoided or otherwise set aside on the liquidation or administration of
the payer or otherwise, then that amount will not be considered to have been
irrevocably discharged for the purposes of this Agreement.
5
2.3
Facility Agent
Unless inconsistent with the context or a contrary indication appears, references to the
Facility Agent's written consent, approval of or any other similar action, decision or
determination in this Agreement shall be to the Facility Agent acting on the instructions of
the applicable Senior Term Facility B Lenders in accordance with the terms of the applicable
Finance Documents.
3
THE FACILITY
3.1
The Committed Senior Term Facility B
Subject to the terms of this Agreement and the Common Terms Agreement, the Senior Term
Facility B Lenders make available to the Term/RCF Borrower a Rand-denominated term
loan facility in an aggregate amount equal to the Senior Term Facility B Commitment.
3.2
Designation
This Agreement is a Senior Facility Agreement and the Senior Term Facility B Agreement.
4
PURPOSE
4.1
The Term/RCF Borrower shall apply all amounts borrowed by it under Senior Term Facility
B only in or towards the purpose set out in clause 4.1.1.2 (
Purpose
) of the Common Terms
Agreement (including refinancing the Existing Group Indebtedness and refinancing the
amounts payable in terms of the Acquisition GBF), and for no other purpose whatsoever.
4.2
No Finance Party is bound to monitor or verify the application of the Utilisation of Senior
Term Facility B or will be responsible for, or for the consequences of, such application.
5
CONDITIONS OF UTILISATION
5.1
Conditions precedent
The Term/RCF Borrower may not deliver a Utilisation Request to the Facility Agent under
this Senior Term Facility B Agreement (and no Senior Term Facility B Lender shall have
any obligation to advance a Senior Term Facility B Loan or to provide any other form of
credit or financial accommodation under this Agreement to any person) unless the Facility
Agent has issued the notice contemplated by clause 5.1 (
Initial conditions precedent
) of the
Common Terms Agreement.
6
5.2
Further conditions precedent
Subject to the Common Terms Agreement and this Agreement, a Senior Term Facility B
Lender will only be obliged to participate in a Senior Term Facility B Loan if the
requirements of clause 5.2 (
Further conditions precedent
) of the Common Terms
Agreement have been met.
5.3
Maximum number of Loans
The Term/RCF Borrower may only make one Utilisation under Senior Term Facility B.
6
UTILISATION AND DISBURSEMENT
6.1
Delivery of a Utilisation Request
6.1.1
The Term/RCF Borrower may utilise the Senior Term Facility B during the
Availability Period by delivery to the Facility Agent of a duly completed Utilisation
Request.
6.1.2
Unless the Facility Agent otherwise agrees, the latest time for receipt by the Facility
Agent of a Utilisation Request is 12h00 5 Business Days before the proposed
Utilisation Date applicable to that Senior Term Facility B Loan.
6.1.3
The Utilisation Request is irrevocable.
6.2
Completion of a Utilisation Request
6.2.1
The Utilisation Request will not be regarded as having been duly completed unless -
6.2.1.1
the proposed Utilisation Date is a Business Day within the Availability Period;
6.2.1.2
it identifies the purpose for which the Utilisation is to be applied;
6.2.1.3
the currency and amount of the Utilisation comply with clause
) below; and
6.2.1.4
it specifies a bank account in South Africa to which the Term/RCF Borrower
requires the proceeds of that Senior Term Facility B Loan to be made to it to be
credited.
6.2.2
Only one Senior Term Facility B Loan may be requested in the Utilisation Request.
7
6.3
Currency and amount
6.3.1
The currency specified in the Utilisation Request must be Rand.
6.3.2
The amount of the proposed Senior Term Facility B Loan -
6.3.2.1
must not be more than the Available Facility.
6.4
Disbursement
6.4.1
If the conditions set out in this Agreement and the Common Terms Agreement have
been met, each Senior Term Facility B Lender must advance and lend to the
Term/RCF Borrower, which shall borrow from such Senior Term Facility B Lender,
that Senior Term Facility B Lender's participation in that Senior Term Facility B Loan
on the Utilisation Date. A Senior Term Facility B Lender must make its participation
in a Senior Term Facility B Loan available to the Facility Agent by the Utilisation
Date applicable to the Senior Term Facility B Loan for disbursement to the Term/RCF
Borrower.
6.4.2
The amount of each Senior Term Facility B ▇▇▇▇▇▇'s participation in a Senior Term
Facility B Loan will be equal to the proportion borne by its Available Commitment
(if any) to the Available Facility immediately prior to making that Senior Term
Facility B Loan.
6.4.3
The Facility Agent shall notify each Senior Term Facility B Lender of the amount of
that Senior Term Facility B Loan and the amount of its participation in that Senior
Term Facility B Loan.
6.4.4
No Senior Term Facility B Lender is obliged to participate in a Senior Term Facility
B Loan if, as a result -
6.4.4.1
its share in that Senior Term Facility B Loan would exceed its Available
Commitment applicable to Senior Term Facility B; or
6.4.4.2
that Senior Term Facility B Loan would exceed the Available Facility.
6.5
Automatic cancellation of Commitments
8
The Senior Term Facility B Commitments which, at that time, are unutilised, and in respect
of which no Utilisation Request has been delivered, shall be automatically cancelled at
11h00 on the last day of the Availability Period.
7
REPAYMENT
7.1
The Term/RCF Borrower shall repay the Senior Term Facility Loans on the dates
(
Repayment Date
) and in the amounts (
Repayment Instalment
) set out opposite that
Repayment Date below -
Repayment Date
Repayment Instalment
1.
28 February 2026
R150,000,000
2.
28 February 2027
R200,000,000
3.
28 February 2028
R300,000,000
4.
28 February 2029
R350,000,000
7.2
Any amount which remains outstanding under Senior Term Facility B on the Final Maturity
Date shall be repaid in full on that date.
7.3
No amount of the Senior Term Facility B Loans repaid under this clause
be re- borrowed.
8
PREPAYMENT AND CANCELLATION
8.1
Voluntary cancellation
8.1.1
The Term/RCF Borrower may cancel the undrawn amount of the Senior Term Facility
B Commitments in accordance with the requirements (and subject to the terms) of
clause 8.6 (
Voluntary cancellation
) of the Common Terms Agreement.
8.1.2
No amount of the Senior Term Facility B Commitments cancelled pursuant to this
clause
8.2
Voluntary prepayment
8.2.1
The Term/RCF Borrower may make voluntary prepayments in respect of the Senior
Term Facility B Loans made to it, in whole or in part, in accordance with the
requirements (and subject to the terms) of clause 8.5 (
Voluntary prepayment
) of the
Common Terms Agreement.
9
8.2.2
No amount of the Senior Term Facility B Loans prepaid pursuant to this clause
(
) may be re-borrowed.
8.3
Mandatory prepayment and prepayment offers
The Term/RCF Borrower shall be obliged to make mandatory prepayments and/or offers to
make prepayments (as applicable) in respect of the Senior Term Facility B Loans to the
Senior Term Facility B Lenders in accordance with the requirements (and subject to the
terms) of clauses 8 (
Prepayment and Cancellation
), 9 (
Prepayment Offers and Priorities
)
and 22.4 (
Cure Amounts - mandatory prepayment
) of the Common Terms Agreement.
9
INTEREST
9.1
Calculation of interest
The rate of interest on each Senior Term Facility B Loan (and any Unpaid Sum) for each
relevant Interest Period is the percentage rate per annum which is the aggregate of –
9.1.1
the Applicable Margin; and
9.1.2
the Base Rate.
9.2
Payment of interest
The Term/RCF Borrower shall pay all accrued interest on a Senior Term Facility B Loan
made to it on each Interest Payment Date, in accordance with the requirements of clause
31 (
Payment Mechanics
) of the Common Terms Agreement.
9.3
Interest on overdue amounts
9.3.1
Any interest accruing on an Unpaid Sum shall be immediately payable by the
Term/RCF Borrower on demand by the Facility Agent.
9.3.2
Default interest (if unpaid) arising on any Unpaid Sum will be compounded with that
Unpaid Sum on the last day of each calendar month, but will remain immediately due
and payable.
10
9.4
Notification of rates of interest
Without prejudice to the obligation of the Term/RCF Borrower to pay interest calculated at
any applicable rate under this clause
, the Facility Agent shall notify the Senior
Term Facility B Lenders and the Term/RCF Borrower, as soon as reasonably practicable -
9.4.1
of the determination of a rate of interest under this Agreement; and
9.4.2
when interest commences to accrue at the rate calculated by reference to the
Applicable Margin specified in clause
10
INTEREST PERIODS
10.1
Duration of Interest Periods
Each Senior Term Facility B Loan has successive Interest Periods -
10.1.1
commencing on (and including) the Utilisation Date (in respect of the first Interest
Period for that Senior Term Facility B Loan) or commencing on (and including) an
Interest Payment Date; and
10.1.2
ending on (but excluding) the next Interest Payment Date.
10.2
Interest Periods for Unpaid Sums
10.2.1
Interest accruing on an Unpaid Sum shall be calculated as if that Unpaid Sum, had
during the period of non-payment, constituted a Loan under Senior Term Facility B
for successive Interest Periods, each of a duration selected by the Facility Agent. For
this purpose, the Facility Agent may -
10.2.1.1
select successive Interest Periods of any duration of up to three months; and
10.2.1.2
determine the appropriate Quotation Day for that Interest Period.
10.2.2
If any Unpaid Sum consists of all or part of a Senior Term Facility B Loan which
became due on a day which was not the last day of an Interest Period relating to that
Senior Term Facility B Loan, the first Interest Period for that Unpaid Sum shall have
a duration equal to the unexpired portion of the current Interest Period relating to that
Senior Term Facility B Loan.
11
10.3
No overrunning the Final Maturity Date
If an Interest Period for a Senior Term Facility B Loan would otherwise extend beyond the
Final Maturity Date, it will be shortened so that it ends on the Final Maturity Date. This
clause
selected under clause
Sums which remain outstanding on the Final Maturity Date.
10.4
Non-Business Days
If an Interest Period would otherwise end on a day which is not a Business Day, that Interest
Period will instead end on the next Business Day in the same calendar month (if there is
one) or the preceding Business Day (if there is not).
11
DEFAULT
If an Event of Default occurs, and for so long as it is continuing, the Facility Agent may enforce
any of the rights and remedies provided for in clause 24.17 (
Acceleration
) of the Common Terms
Agreement.
12
NOTICES AND DOMICILIUM
12.1
The Parties select as their respective
▇▇▇▇▇▇▇▇▇ citandi et executandi
contemplated in clause 34.2 (
Addresses
) of the Common Terms Agreement, and for the
purposes of giving or sending any notice provided for or required under this Agreement, the
said physical addresses as well as the email addresses contained therein.
12.2
The provisions of clause 34 (
Notices
) of the Common Terms Agreement are incorporated
by reference herein,
mutatis mutandis
, as if repeated herein in full in this Agreement on the
basis that references therein to -
12.2.1
Finance Documents and/or the Common Terms Agreement shall be construed as
references to this Agreement; and
12.2.2
Parties shall be construed as references to the Parties to this Agreement.
12
13
GENERAL
13.1
Further Assurances
The Term/RCF Borrower must perform, or procure the performance, of all further things,
and execute and deliver (or procure the execution and delivery) of all further documents, as
may be required by any applicable law or regulation or as may be necessary or desirable to
implement or give effect to this Agreement and the transactions contemplated therein.
13.2
Sole Agreement
13.2.1
This Agreement constitutes the sole record of the agreement between the Parties in
regard to the subject matter hereof.
13.2.2
This Agreement supersedes and replaces any and all agreements between the Parties
(and other persons, as may be applicable) and undertakings given to or on behalf of
the Parties (and other persons, as may be applicable) in relation to the subject matter
hereof.
13.3
No implied terms
No Party shall be bound by any express or implied term, representation, warranty, promise
or the like, not recorded in this Agreement.
13.4
Variations to be in Writing
No addition to or variation, deletion, or agreed cancellation of all or any clauses or
provisions of this Agreement will be of any force or effect unless in writing and signed by
the Parties.
13.5
Costs and Expenses
The Term/RCF Borrower shall pay to the Facility Agent (for the account of the relevant
Finance Party) the amount of all costs and expenses (including legal fees on the scale as
between attorney and own client, whether incurred before or after judgment) incurred by
any Finance Party in connection with the enforcement of, or the preservation of any rights
under, this Agreement.
13
13.6
Partial Invalidity
If, at any time, any provision of this Agreement is or becomes illegal, invalid, unenforceable
or inoperable in any respect under any law of any jurisdiction, neither the legality, validity,
enforceability or operation of the remaining provisions nor the legality, validity,
enforceability or operation of such provision under the law of any other jurisdiction will in
any way be affected or impaired. The term
inoperable
) shall include, without limitation, inoperable by way of suspension or
cancellation.
13.7
Rights and remedies
13.7.1
No failure to exercise, nor any delay in exercising, on the part of any Finance Party,
any right or remedy under this Agreement shall operate as a waiver, nor shall any
single or partial exercise of any right or remedy prevent any further or other exercise
or the exercise of any other right or remedy. The rights and remedies of the Finance
Parties under this Agreement -
13.7.1.1
are cumulative and not exclusive of its rights under the general law;
13.7.1.2
may be exercised as often as the Finance Party requires; and
13.7.1.3
may be waived only in writing and specifically.
13.7.2
Delay in the exercise or non-exercise of any right is not a waiver of that right.
13.8
Extensions and waivers
No latitude, extension of time or other indulgence which may be given or allowed by any
Party to any other Party in respect of the performance of any obligation or enforcement of
any right under this Agreement, and no single or partial exercise of any right by any Party,
shall be construed to be an implied consent by such Party or operate as a waiver or a novation
of, or otherwise affect any of that Party’s rights under or in connection with this Agreement
or estop such Party from enforcing, at any time and without notice, strict and punctual
compliance with each and every provision or term of this Agreement.
13.9
Renunciation of benefits
The Term/RCF Borrower renounces, to the extent permitted under any applicable law, the
benefits of each of the legal exceptions of excussion, division, revision of accounts, no value
14
received,
errore calculi
,
non causa debiti
,
non numeratae pecuniae
and cession of action,
and declares that it understands the meaning of each such legal exception and the effect of
such renunciation.
13.10
Independent advice
The Term/RCF Borrower acknowledges that it has been free to secure independent legal
and other advice as to the nature and effect of all of the provisions of this Agreement and
that it has either taken such independent legal and other advice or dispensed with the
necessity of doing so. Further, the Term/RCF Borrower acknowledges that all of the
provisions of this Agreement and the restrictions therein contained are part of the overall
intention of the Parties in connection with this Agreement.
13.11
Counterparts
This Agreement may be executed in any number of counterparts, and this has the same effect
as if the signatures on the counterparts were on a single copy of this Agreement.
14
GOVERNING LAW
This Agreement and any non-contractual obligations arising out of or in connection with it are
governed by South African law.
15
JURISDICTION
15.1
The Parties hereby irrevocably and unconditionally consent to the non-exclusive jurisdiction
of the High Court of South Africa (Gauteng Division, Johannesburg) (or any successor to
that division) in regard to all matters arising from this Agreement (including a dispute
relating to the existence, validity or termination of this Agreement or any non-contractual
obligation arising out of or in connection with this Agreement) (a
Dispute
).
15.2
The Parties agree that the courts of South Africa are the most appropriate and convenient
court to settle Disputes. The Parties agree not to argue to the contrary and waive objection
to this court on the grounds of inconvenient forum or otherwise in relation to proceedings
in connection with this Agreement.
15.3
This clause
Finance Party shall be prevented from taking proceedings relating to a Dispute in any other
court with jurisdiction. To the extent allowed by law, a Finance Party may take concurrent
proceedings in any number of jurisdictions.
1
ANNEXURE
Name of Original Senior Term Facility B
Lenders
Jurisdiction of
Incorporation
Registration number
1.
FirstRand Bank Limited, acting through its
Rand Merchant Bank division
South Africa
1929/001225/06
2.
Investec Bank Limited, acting through its
Investment Banking Division: Corporate
Solutions
South Africa
1969/004763/06
1
ANNEXURE
To:
FIRSTRAND BANK LIMITED
(acting through its Rand Merchant Bank division) (as
Facility Agent)
From:
LESAKA TECHNOLOGIES PROPRIETARY LIMITED
Date: ________________
Dear Sirs,
LESAKA TECHNOLOGIES PROPRIETARY LIMITED
Senior Term Facility B Agreement, dated [●] (
the
Agreement)
1
We refer to the Agreement. This is the Utilisation Request. Terms defined in the Agreement have
the same meaning in this Utilisation Request unless given a different meaning in this Utilisation
Request.
2
We wish to borrow the Senior Term Facility B Loan on the following terms:
Proposed Utilisation Date: [
●
] (or, if that is not a Business Day, the next Business
Day);
Amount: R[
●
] or, if less, the Available Facility;
Purpose: [The purpose stipulated in clause
3
We confirm that each condition specified in clause
) of the
Agreement read together with clause 5.2 (
Further conditions precedent
) of the Common Terms
Agreement is satisfied on the date of this Utilisation Request.
4
The proceeds of this Senior Term Facility B Loan must be credited to [account].
5
This Utilisation Request is irrevocable.
2
Yours faithfully,
…………………………………
authorised signatory for
LESAKA TECHNOLOGIES PROPRIETARY LIMITED
1
SIGNATURE PAGES
Signed at on 2025
FIRSTRAND BANK LIMITED (ACTING
THROUGH ITS RAND MERCHANT
BANK DIVISION)
Facility Agent
)
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Signature
▇▇▇▇ ▇▇▇▇▇▇▇▇
Name of Signatory
Authorised
Designation of Signatory
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Signature
▇▇▇▇ ▇▇▇▇▇▇▇▇
Name of Signatory
Authorised Signatory
Designation of Signatory
2
Signed at Sandton on 27 February 2025
FIRSTRAND BANK LIMITED (ACTING
THROUGH ITS RAND MERCHANT
BANK DIVISION)
Original Senior
Term Facility B Lender
)
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Signature
▇▇▇▇ ▇▇▇▇▇▇▇▇
Name of Signatory
Authorised
Designation of Signatory
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Signature
▇▇▇▇ ▇▇▇▇▇▇▇▇
Name of Signatory
Authorised Signatory
Designation of Signatory
3
Signed at Sandton on 27 February 2025
INVESTEC BANK LIMITED, ACTING
THROUGH ITS INVESTMENT
BANKING DIVISION: CORPORATE
SOLUTIONS
(as
Original Senior Term
Facility B Lender
)
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Signature
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name of Signatory
Authorised signatory
Designation of Signatory
/s/ ▇▇▇▇ ▇▇▇▇
Signature
▇▇▇▇ ▇▇▇▇
Name of Signatory
Authorised signatory
Designation of Signatory
4
Signed at CAPE TOWN on 27 February 2025
LESAKA TECHNOLOGIES
PROPRIETARY LIMITED
(as
Term/RCF
Borrower
)
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
Signature
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
Name of Signatory
GCOO
Designation of Signatory