SUBORDINATION AGREEMENT

 
1
between
LESAKA TECHNOLOGIES PROPRIETARY
 
LIMITED
(as Term/RCF
 
Borrower)
and
THE PERSONS LISTED IN
(as Original Subordinated Parties)
and
THE PERSONS LISTED IN
(as Original Obligors)
and
THE PERSONS LISTED IN
(as Original Lenders)
and
 
FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK
DIVISION)
(as Facility Agent)
and
BOWWOOD AND MAIN NO 408 (RF) PROPRIETARY
 
LIMITED
(as Debt Guarantor)
Exhibit 10.51
i
TABLE
 
OF CONTENTS
ANNEXURES
1
1
PARTIES
1.1
The Parties to this Agreement are -
1.1.1
Lesaka Technologies Proprietary Limited (as Term/RCF Borrower);
1.1.2
the persons listed in
 
(as Original Subordinated Parties);
 
1.1.3
the persons listed in
 
(as Original Obligors);
1.1.4
the persons listed in
 
(as Original Lenders);
 
1.1.5
FirstRand Bank
 
Limited (acting
 
through its
 
Rand Merchant
 
Bank division)
 
(as Facility
Agent); and
1.1.6
Bowwood and Main No 408 (RF) Proprietary Limited (as Debt Guarantor).
1.2
The Parties agree as set out below.
2
INTERPRETATION
2.1
Definitions
In this Agreement, unless the context
 
indicates a contrary intention,
 
terms and expressions
defined in the Common Terms Agreement have the
 
same meaning and the following
 
words
and
 
expressions
 
bear
 
the
 
meanings
 
assigned
 
to
 
them
 
and
 
cognate
 
expressions
 
bear
corresponding meanings -
2.1.1
Accession Date
 
means in relation to -
2.1.1.1
an Additional
 
Subordinated Party
 
that is
 
an Additional
 
Guarantor,
 
the date
 
on
which
 
that
 
Additional
 
Guarantor
 
becomes
 
a
 
party
 
to
 
the
 
Common
 
Terms
Agreement
 
as
 
an
 
Obligor
 
as
 
contemplated
 
in
 
clause
 
26 (
Changes
 
to
 
the
Obligors
) of the Common Terms Agreement;
 
and
2.1.1.2
an Additional Subordinated Party
 
that is not
 
an Additional Guarantor,
 
the date
on which the
 
Facility Agent delivers the
 
notice to the Additional
 
Subordinated
Party and other Finance Parties as contemplated in clause
2
2.1.2
Accession Letter
 
in relation to any Additional Subordinated Party that -
2.1.2.1
is also an
 
Additional Guarantor, has
 
the meaning given
 
to the term
 
"
Accession
Letter
" in the Common Terms Agreement;
 
or
2.1.2.2
is not an Additional Guarantor,
 
means an undertaking substantially in the form
as set out in
2.1.3
Additional Finance Parties
 
means any person (other than
 
the Debt Guarantor) who
is
 
or
 
becomes
 
a
 
Finance
 
Party
 
(as
 
such
 
term
 
is
 
defined
 
in
 
the
 
Common
 
Terms
Agreement), from time to time, in accordance with the Common Terms Agreement;
2.1.4
Additional Subordinated Parties
 
means -
2.1.4.1
the Additional Guarantors; and
2.1.4.2
any person
 
that accedes
 
and becomes
 
party to
 
this Agreement
 
in accordance
 
with
clause
 
(
 
as a Subordinated Party;
2.1.5
Agreement
 
means this subordination agreement, including all annexures hereto;
2.1.6
Common Terms Agreement
 
means the written common
 
terms agreement concluded
or to be concluded
 
on or about the
 
Signature Date between,
inter alios
, the Term/RCF
Borrower,
 
Holdco,
 
RMB, Investec and the Debt Guarantor;
 
2.1.7
Debt
 
Guarantor
 
means
 
Bowwood
 
and
 
Main
 
No
 
408
 
(RF)
 
Proprietary
 
Limited,
registration
 
number
 
2024/200503/07, a
 
private
 
company
 
with
 
limited
 
liability
 
duly
incorporated in accordance with the laws of South Africa;
2.1.8
Facility Agent
 
means RMB,
 
acting in its capacity as agent for the
 
Finance Parties, or
any
 
replacement
 
facility
 
agent
 
which
 
has
 
become
 
a
 
party
 
to
 
the
 
Common
 
Terms
Agreement as the Facility Agent in accordance with the terms of
 
the Common Terms
Agreement;
2.1.9
Finance Parties
 
means -
2.1.9.1
the Debt Guarantor;
 
2.1.9.2
the Facility Agent;
2.1.9.3
the Original Lenders; and
3
2.1.9.4
the Additional Finance Parties;
 
2.1.10
Holdco
 
means Lesaka UEPS Technologies, Inc, a Florida corporation;
2.1.11
Investec
 
means
 
Investec
 
Bank
 
Limited,
 
registration
 
number
 
1969/004763/06,
 
a
limited liability public company duly incorporated in South
 
Africa, acting through its
Investment Banking division: Corporate Solutions;
 
2.1.12
Obligors
 
means the Original Obligors
 
and each Additional Guarantor;
 
2.1.1
Original Lenders
 
means the persons listed in
2.1.2
Original Obligors
 
means the persons listed in
 
2.1.3
Original Subordinated Parties
 
means the persons listed in
2.1.4
Party
 
means a party to this Agreement;
2.1.5
Release Date and Time
 
has the meaning given to the term "
Release Date and Time
"
in the Lesaka
Release Agreement;
 
2.1.6
RMB
 
means FirstRand Bank
 
Limited, registration number
 
1929/001225/06, a limited
liability public
 
company duly
 
incorporated in
 
South Africa,
 
acting through
 
its Rand
Merchant Bank division;
2.1.7
Senior Claims
 
means all and
 
any claims, whether
 
actual or contingent,
 
of the Finance
Parties
 
of
 
whatsoever
 
nature
 
or
 
howsoever
 
arising
 
against
 
any
 
Obligor
 
under
 
the
Finance Documents;
2.1.8
Signature
 
Date
 
means
 
the
 
date
 
of
 
signature
 
of
 
this
 
Agreement
 
by
 
the
 
Party
 
last
signing;
2.1.9
Subordinated
 
Claims
 
means
 
in
 
relation
 
to
 
each
 
Subordinated
 
Party,
 
all
 
and
 
any
claims (including,
inter alia
, shareholder
 
loans and
 
intra-group loans)
 
of any
 
nature
whatsoever,
 
whether actual,
 
prospective or
 
contingent, direct
 
or indirect,
 
whether a
claim for
 
the payment
 
of money
 
(whether in
 
respect of
 
interest, principal
 
or otherwise)
or otherwise,
 
which that
 
Subordinated Party
 
may now, or in
 
the future,
 
have or
 
acquire
against an Obligor or other member of the Covenant Group;
 
4
2.1.10
Subordinated Parties
 
means the Original Subordinated Parties
 
and each Additional
Subordinated Party;
2.1.11
Subordination Period
 
means the
 
period beginning
 
on the
 
Release Date
 
and Time and
ending on the Final Discharge Date;
 
and
 
2.1.12
Term/RCF
 
Borrower
 
means Lesaka Technologies
 
Proprietary Limited, registration
number 2002/031446/07, a
 
private company
 
with limited
 
liability duly incorporated
in accordance with the laws of South Africa.
2.2
Construction
2.2.1
Unless a contrary indication appears, a reference in this Agreement to -
2.2.1.1
the
Facility
 
Agent
,
 
any
Finance
 
Party
,
 
any
Obligor
,
 
any
Party
,
 
any
Subordinated
 
Party,
the
Debt
 
Guarantor
or
 
any
 
other
 
person
 
shall
 
be
construed
 
so
 
as
 
to
 
include
 
its
 
successors
 
in
 
title,
 
permitted
 
cessionaries
 
and
permitted transferees;
2.2.1.2
an
amendment
 
includes
 
an
 
amendment, supplement,
 
novation,
 
re-enactment,
replacement, restatement or variation and
amend,
amended
 
or
amendments
 
is
to be construed accordingly;
2.2.1.3
assets
 
includes
 
businesses,
 
undertakings,
 
securities,
 
properties,
 
revenues
 
or
rights of every description and whether present or future, actual or contingent;
2.2.1.4
an
authorisation
includes authorisation, consent, approval, resolution, licence,
permit, exemption, filing, notarisation, lodgement or registration;
2.2.1.5
authority
includes
 
any
 
court
 
or
 
any
 
governmental,
 
intergovernmental
 
or
supranational
 
body,
 
agency,
 
department
 
or
 
any
 
regulatory,
 
self-regulatory
 
or
other authority;
2.2.1.6
a
disposal
 
means
 
a
 
sale, transfer,
 
cession, assignment,
 
donation,
 
grant, lease,
licence
 
or
 
other
 
alienation
 
or
 
disposal,
 
whether
 
voluntary
 
or
 
involuntary
 
and
whether pursuant to a single transaction or a series of transactions, and
dispose
will be construed accordingly;
2.2.1.7
this
Agreement
, the
Common Terms
 
Agreement
, any
Finance Document
 
or
any
 
other
 
agreement
 
or
 
instrument
 
includes
 
(without
 
prejudice
 
to
 
any
5
prohibition
 
on
 
amendments)
 
all
 
amendments
 
(however
 
fundamental)
 
to
 
this
Agreement, the Common Terms Agreement or that Finance Document or other
agreement or
 
instrument, including
 
any amendment
 
or novation
 
providing for
any
 
increase
 
in
 
the
 
amount
 
of
 
the
 
Facilities
 
or
 
any
 
additional
 
facility
 
or
replacement facility;
2.2.1.8
the
 
use
 
of
 
the
 
word
including
followed
 
by
 
specific
 
examples
 
will
 
not
 
be
construed as limiting the
 
meaning of the general
 
wording preceding it, and
 
the
eiusdem generis
 
rule must
 
not be
 
applied in
 
the interpretation
 
of such
 
general
wording or such specific examples;
2.2.1.9
a
person
includes
 
any
 
individual,
 
company,
 
corporation,
 
unincorporated
association
 
or
 
body
 
(including
 
a
 
partnership,
 
trust,
 
fund,
 
joint
 
venture
 
or
consortium), government, state, agency, organisation or other entity whether or
not having separate legal personality;
2.2.1.10
a
regulation
includes any
 
regulation, rule,
 
official directive,
 
request or
 
guideline
(whether or not having
 
the force of law
 
but, if not having
 
the force of law, being
of a type with which
 
any person to which
 
it applies is accustomed
 
to comply) of
any
 
governmental,
 
inter-governmental
 
or
 
supranational
 
body,
 
agency,
department or regulatory, self-regulatory or other authority or organisation;
2.2.1.11
a provision of
 
law is a
 
reference to that
 
provision as extended,
 
applied, amended
or re-enacted, and includes any subordinate legislation;
2.2.1.12
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
 
2.2.1.13
a time of day is a reference to Johannesburg time.
2.2.2
▇▇▇▇▇▇ and Annexure
 
headings are for
 
ease of reference
 
only and do
 
not in any
 
way
affect the interpretation of this Agreement.
2.2.3
Unless a
 
contrary indication appears,
 
a word
 
or expression used
 
in any
 
notice given
under or in connection with this Agreement has the same meaning in
 
that notice as in
this Agreement.
6
2.2.4
A Default (other than
 
an Event of Default) is
continuing
if it has not
 
been remedied
or waived in writing and an
 
Event of Default is
continuing
if it has not been waived
in writing.
2.2.5
If any provision
 
in a
 
definition is
 
a substantive
 
provision conferring
 
rights or
 
imposing
obligations
 
on
 
any
 
Party,
 
notwithstanding
 
that
 
it
 
appears
 
only
 
in
 
an
 
interpretation
clause, effect
 
shall be
 
given to
 
it as
 
if it
 
were a
 
substantive provision
 
of this
 
Agreement.
2.2.6
The annexures
 
to this
 
Agreement form
 
an integral
 
part thereof
 
and a
 
reference to
 
a
clause
or an
annexure
is a reference
 
to a clause
 
of, or an
 
annexure to, this
 
Agreement.
2.2.7
The rule of construction that,
 
in the event of ambiguity, a contract shall
 
be interpreted
against
 
the
 
party
 
responsible
 
for
 
the
 
drafting
 
thereof,
 
shall
 
not
 
apply
 
in
 
the
interpretation of this Agreement.
2.2.8
The use of the
 
word
including
followed by specific
 
examples will not
 
be construed as
limiting the
 
meaning of
 
the general wording
 
preceding it,
 
and the
eiusdem generis
 
rule
must
 
not
 
be
 
applied
 
in
 
the
 
interpretation
 
of
 
such
 
general
 
wording
 
or
 
such
 
specific
examples.
2.2.9
The expiry or
 
termination of this
 
Agreement shall not affect
 
those provisions of
 
this
Agreement
 
that
 
expressly
 
provide
 
that
 
they
 
will
 
operate
 
after
 
any
 
such
 
expiry
 
or
termination or
 
which of
 
necessity must
 
continue to
 
have effect
 
after such
 
expiry or
termination, notwithstanding that the clauses themselves
 
do not expressly provide for
this.
2.2.10
This
 
Agreement
 
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
this
 
Agreement
 
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.
2.2.11
The use of
 
any expression in
 
this Agreement
 
covering a process
 
available under
 
South
African law such as winding-up (without limitation) shall, if any of the parties to this
Agreement is
 
subject to
 
the law
 
of any
 
other jurisdiction,
 
be construed
 
as including
any equivalent or analogous proceedings under the law of such other
 
jurisdiction.
7
2.2.12
Where figures are referred to
 
in numerals and in
 
words in this Agreement, if
 
there is
any conflict between the two, the words shall prevail.
2.2.13
Unless
 
expressly
 
otherwise
 
provided
 
in
 
this
 
Agreement
 
or
 
inconsistent
 
with
 
the
context,
 
any
 
number
 
of
 
days
 
prescribed
 
in
 
this
 
Agreement
 
must
 
be
 
calculated
 
by
including the first and excluding the last day, unless that last day falls
 
on a day that is
not a Business Day, in which case the last day will instead be the next Business Day.
2.2.14
If any amount paid to a Finance Party 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.
2.3
Third party rights
2.3.1
Except as expressly
 
provided for in
 
this Agreement, no
 
provision of this
 
Agreement
constitutes
 
a
 
stipulation
 
for
 
the
 
benefit
 
of
 
any
 
person
 
who
 
is
 
not
 
a
 
party
 
to
 
this
Agreement.
 
2.3.2
Notwithstanding any term of this Agreement,
 
the consent of any person who
 
is not a
party to this Agreement is not required to rescind or vary
 
this Agreement at any time
except to
 
the extent
 
that the
 
relevant variation
 
or rescission
 
(as the
 
case may
 
be) relates
directly to the right
 
conferred upon any applicable third
 
party under a stipulation
 
for
the benefit of that party that has been accepted by that third party.
2.4
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
 
Finance
 
Parties
 
in
 
accordance
 
with
 
the
 
terms
 
of
 
the
 
applicable
 
Finance
Documents.
3
BACKGROUND
3.1
The
 
Obligors
 
and
 
the
 
Finance
 
Parties
 
have
 
entered
 
into,
 
or
 
will
 
enter
 
into,
 
the
 
Finance
Documents. The Finance Parties require the Subordinated Claims to be subordinated to the
Senior Claims, all on the terms and subject to the conditions
 
set out in this Agreement. The
8
Subordinated Parties have
 
agreed to subordinate
 
the Subordinated Claims in
 
favour of the
Senior Claims.
 
3.2
The
 
Parties
 
wish
 
to
 
record
 
in
 
writing
 
their
 
agreement
 
in
 
respect
 
of
 
the
 
above
 
matters
ancillary thereto.
4
SUBORDINATION
4.1
Subordination
During
 
the
 
Subordination
 
Period,
 
each
 
Subordinated
 
Party
 
hereby
 
irrevocably
 
and
unconditionally subordinates
 
its Subordinated Claims in favour of the Senior Claims.
 
4.2
Undertakings of the Subordinated Parties
4.2.1
In
 
accordance
 
with
 
and
 
to
 
give
 
effect
 
to
 
the
 
subordination contained
 
in
 
clause
each Subordinated Party agrees that, save as
 
may otherwise be expressly permitted in
any Finance Document -
4.2.1.1
whether
 
secured
 
or
 
unsecured,
 
the
 
Senior
 
Claims
 
will
 
rank
 
in
 
priority
 
to
 
the
Subordinated Claims;
4.2.1.2
it shall
 
not demand,
 
take, claim,
 
receive or
 
accept, directly
 
or indirectly, payment
of any of its Subordinated Claims;
4.2.1.3
it
 
shall
 
not
 
take,
 
accept
 
or
 
receive
 
the
 
benefit
 
of
 
any
 
Security,
 
guarantee,
indemnity or
 
other assurance
 
from any
 
Obligor or
 
other member
 
of the
 
Covenant
Group in respect of its Subordinated Claims;
4.2.1.4
it shall not demand, take,
 
accept or receive any Distributions
 
in relation to or on
account of any Subordinated Claim;
4.2.1.5
it shall not obtain
 
or enforce any
 
judgment against any
 
Obligor or other member
of the Covenant Group in any jurisdiction in relation to any of its Subordinated
Claims;
4.2.1.6
it shall not exercise its rights or
 
powers (or take any steps to
 
do so) in respect of
any
 
of
 
its
 
Subordinated
 
Claims
 
or
 
otherwise
 
against
 
any
 
Obligor
 
or
 
other
member of the Covenant Group;
9
4.2.1.7
it
 
shall
 
not
 
petition,
 
or
 
apply
 
for
 
a
 
vote,
 
in
 
favour
 
of
 
any
 
resolution
 
for
 
the
winding-up,
 
sequestration,
 
business
 
rescue,
 
dissolution,
 
de-registration
 
or
administration or
 
any analogous or
 
similar process
 
with regard
 
to any
 
Obligor
or other member of the Covenant Group;
4.2.1.8
it shall not allow
 
any Subordinated Claims owed
 
by and to it
 
to be evidenced by
a negotiable instrument;
4.2.1.9
it shall not allow any Subordinated
 
Claims owed by and to it
 
to be subordinated
to any person other than in accordance with this Agreement;
4.2.1.10
it shall
 
not take
 
or omit
 
to take
 
any action
 
which might
 
impair the
 
priority or
subordination achieved or intended to be achieved by this Agreement;
 
4.2.1.11
it shall
 
not in
 
any way
 
dispose of
 
or encumber
 
or create
 
any Security
 
over its
Subordinated Claims or any part thereof to any person (or agree to do so) other
than as contemplated in the Transaction Security;
 
and
4.2.1.12
it shall not institute
 
any legal proceedings of any
 
nature against any Obligor or
other
 
member
 
of
 
the
 
Covenant
 
Group,
 
arising
 
out
 
of
 
any
 
cause
 
of
 
action,
 
in
relation to any of the Subordinated Claims.
4.2.2
Each Subordinated Party subordinates
 
the Subordinated Claims to the Senior
 
Claims
for the
 
benefit of
 
the
 
Finance Parties
 
so as
 
to
 
enable the
 
Finance Parties
 
to
 
receive
preferent payment in relation to the Senior
 
Claims, ahead of the Subordinated Claims
and so that -
4.2.2.1
the claims of the Finance Parties on account of the
 
Senior Claims, both present
and future, will rank in preference to its Subordinated Claims; and
4.2.2.2
subject
 
to
 
clause
 
(
)
 
below,
 
in
 
the
 
event
 
of
 
the
 
liquidation
(whether
 
provisional
 
or
 
final),
 
winding-up,
 
business
 
rescue
 
proceedings,
receivership, de-registration,
 
dissolution, sequestration
 
or any
 
other analogous
or similar
 
process in
 
respect of
 
any Obligor
 
or other
 
member of
 
the Covenant
Group, a Subordinated
 
Party will not
 
prove or seek
 
to prove any
 
Subordinated
Claims without the prior written consent of the Facility Agent.
4.3
Undertakings of the Obligors
10
Each Obligor acknowledges
 
the rights afforded
 
to the Finance Parties
 
under this Agreement
in
 
respect
 
of
 
the
 
Subordinated Claims
 
and agrees
 
not to
 
(and
 
shall procure
 
that no
 
other
Covenant
 
Group
 
member
 
shall),
 
save
 
as
 
may
 
otherwise
 
be
 
expressly
 
permitted
 
in
 
any
Finance Document -
4.3.1
pay or
 
repay or
 
make any
 
Distribution in
 
respect of
 
or on
 
account of,
 
any Subordinated
Claims owed by it whether in cash or in kind from any source;
4.3.2
allow
 
any
 
Subordinated
 
Claims
 
owed
 
by
 
it
 
(or
 
any
 
other member
 
of
 
the
 
Covenant
Group) in respect
 
of which Security
 
has been granted
 
for the benefit
 
of any Finance
Party to be discharged;
4.3.3
allow
 
to
 
exist
 
the
 
benefit
 
of
 
any
 
Security,
 
guarantee, indemnity
 
or
 
other
 
assurance
against loss in
 
respect of any Subordinated
 
Claims owed by it (or
 
any other member
of the Covenant Group);
4.3.4
allow
 
any
 
Subordinated
 
Claims
 
owed
 
by
 
it
 
(or
 
any
 
other member
 
of
 
the
 
Covenant
Group) to be evidenced by a negotiable instrument;
 
4.3.5
allow
 
any
 
Subordinated
 
Claims
 
owed
 
by
 
it
 
(or
 
any
 
other member
 
of
 
the
 
Covenant
Group)
 
to
 
be
 
subordinated
 
to
 
any
 
other
 
person
 
other
 
than
 
in
 
accordance
 
with
 
this
Agreement; or
4.3.6
take
 
or
 
omit
 
to
 
take
 
any
 
action
 
which
 
might
 
impair
 
the
 
priority
 
or
 
subordination
achieved or intended to be achieved by this Agreement.
5
PROOF OF CLAIMS
5.1
Notwithstanding the provisions of
 
clause
 
(
, a Subordinated Party
 
shall be
entitled to prove or seek to prove claims in respect of any Subordinated
 
Claims -
5.1.1
with the prior written consent of the Facility Agent; or
 
5.1.2
in circumstances in which it may otherwise permanently lose its rights to file a claim
against any Obligor
 
(or other member
 
of the Covenant
 
Group) if a
 
claim is not
 
filed
at that
 
time (provided that
 
prior written
 
notice of such
 
claim is
 
given to the
 
Finance
Parties),
 
provided that (in both such circumstances) –
11
5.1.3
such
 
Subordinated
 
Party
 
notifies
 
the
 
Facility
 
Agent
 
in
 
writing
 
of
 
such
 
claim
 
(and
attaches a
 
copy of
 
the relevant
 
claim to
 
such notification)
 
not less
 
than 10
 
Business
Days prior to filing any such claim;
5.1.4
each Subordinated Party hereby cedes (jointly and severally) in
securitatem debiti
 
all
and any rights, title and interest
 
in and to all and any
 
amounts received or receivable
by
 
that
 
Subordinated
 
Party
 
pursuant
 
to
 
any
 
such
 
claim
 
to
 
the
 
Finance
 
Parties
 
as
security for its obligations under the Finance Documents; and
 
5.1.5
any amount received by such Subordinated Party pursuant to any such claim shall be
immediately paid by such Subordinated Party to the Facility Agent for distribution
 
to
the Finance Parties in accordance with the Finance Documents.
 
5.2
Each
 
Subordinated
 
Party
 
agrees
 
and
 
undertakes
 
that,
 
in
 
the
 
event
 
that
 
business
 
rescue
proceedings
 
have
 
commenced
 
in
 
relation
 
to
 
an
 
Obligor
 
(or
 
any
 
other
 
member
 
of
 
the
Covenant Group), in accordance with the
 
provisions of chapter 6 of
 
the Companies Act, it
shall exercise any voting rights it may have in respect of such Obligor (or other member of
the Covenant Group)
 
strictly in accordance with
 
the instructions of the
 
Facility Agent and
that it shall not, to the extent permissible under applicable law -
5.2.1
vote to approve
 
or oppose a
 
proposed business rescue
 
plan in relation
 
to such business
rescue proceedings
 
in the
 
manner contemplated
 
in section
 
152(3) of
 
the Companies
Act;
5.2.2
provide, or call for, a vote of
 
approval for the preparation
 
and publication of a revised
business rescue plan as contemplated in section 153(1) of the Companies Act;
 
or
5.2.3
make
 
a
 
binding
 
offer
 
to
 
purchase
 
the
 
voting
 
interests
 
of
 
one
 
or
 
more
 
persons
 
who
opposed adoption of
 
the business rescue
 
plan in the
 
manner contemplated in
 
section
153(1)(b)(ii) of the Companies Act,
without the prior written consent of the Facility Agent.
6
TURNOVER OF NON-PERMITTED RECOVERIES
6.1
If contrary to the provisions clause
 
or clause
, any Obligor (or any other member of
the Covenant
 
Group) makes
 
payment to
 
any Subordinated
 
Party and/or
 
any Subordinated
Party receives
 
any payment
 
on account
 
of its
 
Subordinated Claim,
 
then that
 
Subordinated
Party
 
shall,
 
forthwith,
 
pay
 
the
 
amount
 
of
 
such
 
payment
 
into
 
a
 
dedicated,
 
single-purpose
12
proceeds bank
 
account of
 
that Subordinated
 
Party held
 
with a
 
bank acceptable
 
to the
 
Facility
Agent
 
(a
Proceeds
 
Account
)
 
or
 
as
 
the
 
Facility
 
Agent
 
may
 
from
 
time
 
to
 
time
 
direct
 
in
writing.
 
6.2
Each
 
Subordinated
 
Party
 
cedes
in
 
securitatem
 
debiti
,
 
individually
 
and
 
collectively,
 
as
 
a
continuing general covering
 
security for the punctual
 
performance in full
 
of all the payment
obligations of the Subordinated Parties to
 
the Finance Parties under this Agreement,
 
all its
rights and interest in
 
and to its Proceeds
 
Account and any monies standing
 
to the credit of
its Proceeds
 
Account, which
 
cession
in securitatem
 
debiti
 
the Finance
 
Parties hereby
 
accept.
To the
 
extent necessary, each Obligor and each Subordinated Party hereby
 
consents to any
splitting of claims which may arise as a result of the cession contained
 
in this clause
6.3
Each Subordinated Party agrees
 
that it may not encumber, withdraw
 
or transfer any amount
from its
 
Proceeds Account,
 
except as
 
required under
 
this
 
Agreement or
 
with the
 
express
prior consent of the Facility Agent.
7
CONSENTS
 
Each Subordinated Party hereby -
 
7.1
irrevocably
 
and
 
unconditionally
 
consents
 
to
 
the
 
entry
 
into
 
by
 
the
 
Obligors
 
of,
 
and
 
the
implementation of, the terms of this Agreement and each Finance Document;
 
and
 
7.2
waives any default or
 
event of default (however
 
described) under any document
 
evidencing
or recording the terms of
 
any Subordinated Claim, that
 
has arisen or may arise
 
as a result of
such entry into by the Obligors of, and the implementation of, the terms of this
 
Agreement
or any Finance Document.
8
REPRESENTATIONS
Each Original Subordinated Party and
 
Original Obligor makes the representations
 
and warranties
set out in
 
this clause
 
(
 
to each Finance
 
Party on the
 
Signature Date.
A
reference
in
 
this
 
clause
 
to
 
"it"
 
or
 
"its"
 
includes,
 
unless
 
the
 
context
 
otherwise
 
requires,
 
each
 
Original
Subordinated Party
 
and Original
 
Obligor.
 
The Finance Parties
 
enter into
 
this Agreement
 
on the
strength
 
of
 
and
 
relying
 
on
 
the
 
representations
 
and
 
warranties
 
set
 
out
 
in
 
this
 
clause
(
,
 
each
 
of
 
which
 
is
 
a
 
separate
 
representation
 
and
 
warranty,
 
given
 
without
prejudice to any other
 
representation or warranty and
 
is deemed to be
 
a material representation or
warranty (as applicable) inducing the Finance Parties to enter into
 
this Agreement.
13
8.1
Status
8.1.1
It
 
is
 
a
 
corporation,
 
duly
 
incorporated
 
and
 
validly
 
existing
 
under
 
the
 
law
 
of
 
its
jurisdiction of incorporation.
8.1.2
It has the power to own its assets and carry on its business as it is being
 
conducted.
8.2
Binding obligations
8.2.1
The
 
obligations
 
expressed
 
to
 
be
 
assumed
 
by
 
it
 
in
 
this
 
Agreement
 
are
 
legal,
 
valid,
binding and enforceable obligations.
8.2.2
Without
 
limiting
 
the
 
generality
 
of
 
clause
 
above,
 
this
 
Agreement
 
creates
 
the
Security which this
 
Agreement purports
 
to create and
 
those security interests
 
are valid
and effective.
8.3
Non-conflict with other obligations
The
 
entry
 
into
 
and
 
performance
 
by
 
it
 
of,
 
and
 
the
 
transactions
 
contemplated
 
by,
 
this
Agreement and the granting of Security, do not and will not -
8.3.1
conflict with -
8.3.1.1
any law or regulation applicable to it;
8.3.1.2
any of its constitutional documents; or
8.3.1.3
any agreement or instrument binding upon
 
it or any of its
 
assets or constitute a
default or termination event
 
(however described) under any
 
such agreement or
instrument;
 
and/or
8.3.2
cause
 
any
 
negative
 
pledge
 
or
 
other
 
restriction
 
imposed
 
on
 
it
 
to
 
be
 
exceeded
 
or
breached.
14
8.4
Powers and authority
8.4.1
It has the
 
legal capacity and
 
power to
 
enter into, perform
 
and deliver,
 
and has taken
all
 
necessary
 
action
 
to
 
authorise
 
its
 
entry
 
into,
 
performance
 
and
 
delivery
 
of,
 
this
Agreement and the transactions contemplated by this Agreement.
8.4.2
No limit on
 
its powers will
 
be exceeded as
 
a result of
 
the granting of
 
the subordination
or giving of indemnities contemplated by this Agreement.
8.5
Authorisations
All authorisations required and any other acts, conditions or things required or
 
desirable -
8.5.1
to enable it
 
to lawfully to
 
enter into, exercise
 
its rights and
 
comply with its
 
obligations
under this Agreement;
 
8.5.2
to make this Agreement admissible in evidence in South Africa; and
8.5.3
to carry on its business
 
in the ordinary course
 
and in all material
 
respects as it is
 
being
conducted,
have been obtained or effected and are in full force and effect.
8.6
Governing Law and enforcement
8.6.1
The choice
 
of the
 
law stated
 
to be
 
the governing
 
law this
 
Agreement will
 
be recognised
and enforced in South Africa.
8.6.2
Any judgment obtained in
 
relation to this
 
Agreement in the jurisdiction of
 
the stated
governing law of this Agreement will be recognised and enforced in South Africa.
8.7
Subordinated Claims
8.7.1
Each Subordinated
 
Party is
 
the sole
 
legal and
 
beneficial owner
 
of the
 
Subordinated
Claims owed to it and, with effect from the Release Date and Time, the Subordinated
Claims are
 
free from
 
any Security
 
or option
 
in favour
 
of any
 
person other
 
than the
Debt Guarantor.
8.7.2
The Subordinated
 
Claims are
 
not subject
 
to any
 
set-off, counterclaim
 
or other
 
defence.
15
8.8
Finance Documents
It
 
is
 
familiar
 
with
 
the
 
relevant
 
terms,
 
conditions,
 
words
 
and
 
expressions
 
in
 
the
 
Finance
Documents
 
that
 
are
 
incorporated
 
into
 
this
 
Agreement
 
(including
 
all
 
the
 
defined
 
terms
contained
 
therein
 
and
 
utilised
 
in
 
this
 
Agreement)
 
and
 
agrees
 
to
 
be
 
bound
 
by
 
the
 
terms
thereof.
8.9
Repetition
The representations
 
and warranties
 
set out
 
in this
 
clause
 
(
 
which are
 
made
by -
8.9.1
the
 
Original
 
Subordinated
 
Parties
 
and
 
each
 
Original
 
Obligor,
 
are
 
deemed
 
to
 
be
repeated by reference to the facts and circumstances then existing on the date of each
Utilisation Request, the
 
date of each
 
Utilisation and on
 
the first
 
day of
 
each Interest
Period until the Final Discharge Date;
 
and
8.9.2
each Additional Subordinated
 
Party, are made on the relevant Accession
 
Date and are
deemed to be
 
repeated by reference
 
to the facts
 
and circumstances then
 
existing on the
date of
 
each Utilisation
 
Request, the
 
date of
 
each Utilisation
 
and on
 
the first
 
day of
each Interest Period until the Final Discharge Date.
9
WAIVER
 
OF DEFENCES
The
 
subordination
 
and
 
priority
 
provisions
 
in
 
this
 
Agreement
 
and
 
the
 
obligations
 
of
 
the
Subordinated Parties
 
and Obligors
 
under this
 
Agreement will
 
not be
 
affected by
 
any act,
 
omission,
matter or
 
thing (whether
 
or not
 
known to
 
the Subordinated
 
Parties, the
 
Obligors or
 
the Finance
Parties) which, but for this clause
 
(
, would reduce, release or prejudice the
subordination of any of those obligations. This includes –
 
9.1
any time or waiver granted to,
 
or composition with, any Obligor,
 
member of the Covenant
Group, or any other person;
9.2
any release of any Obligor,
 
member of the Covenant Group, or any
 
other person under the
terms of any composition or arrangement;
9.3
the taking, variation, compromise, exchange, renewal or release of, or refusal
 
or neglect to
perfect,
 
take
 
up
 
or
 
enforce,
 
any
 
rights
 
against,
 
or
 
Security
 
over
 
assets
 
of,
 
any
 
Obligor,
member of the Covenant Group, or any other person;
16
9.4
any non-presentation or non-observance of
 
any formality or other requirement
 
in respect of
any instrument or any failure to realise the full value of any Security;
9.5
any incapacity or lack
 
of power, authority or legal
 
personality of or dissolution
 
or change in
the members or status of
 
any Obligor,
 
member of the Covenant Group,
 
or any other person;
9.6
any amendment of a
 
Finance Document or any other
 
document or Security (including
 
any
extension of the Subordination Period);
9.7
any unenforceability,
 
illegality or
 
invalidity of
 
any obligation
 
of any
 
Obligor,
 
member of
the
 
Covenant
 
Group,
 
or
 
any
 
other
 
person
 
under
 
any
 
Finance
 
Document
 
or
 
any
 
other
document or Security; or
9.8
any insolvency, business rescue or similar proceedings.
10
DEFAULT
 
INTEREST
10.1
If a Subordinated
 
Party fails to
 
pay any amount
 
payable by it
 
under this Agreement
 
on its
due date, interest
 
shall accrue on
 
that overdue amount
 
from the
 
due date up
 
to the date
 
of
actual payment (both before
 
and after judgement) at
 
a rate which is
 
2.00% higher than the
rate which would have applied if the overdue amount had not become
 
due.
 
10.2
Any interest accruing under
 
this clause
 
(
) shall be
 
immediately payable
by the Subordinated Party on demand by the Facility Agent.
10.3
Interest (if unpaid) on an
 
overdue amount will be compounded at the
 
end of each calendar
month, but will remain immediately due and payable.
11
ADDITIONAL SUBORDINATED PARTIES
11.1
During the Subordination Period, if any person (who
 
is not a Subordinated Party) acquires
any Subordinated Claim
 
(or part thereof),
 
becomes a shareholder
 
of an Obligor, or
 
advances
any shareholder loan
 
or other inter-company
 
loan to any
 
Obligor after the
 
Signature Date,
the applicable
 
Obligor shall
 
procure that
 
such person
 
accedes to
 
this Agreement
 
and delivers
to the Facility Agent and the Debt Guarantor -
11.1.1
an
 
Accession
 
Letter
 
agreeing
 
to
 
be
 
bound
 
by
 
the
 
terms
 
and
 
conditions
 
of
 
this
Agreement as a Subordinated Party; and
11.1.2
in a
 
form and
 
substance satisfactory to
 
the Facility
 
Agent, all
 
of the
 
documents and
other evidence contemplated in
 
17
without delay
 
and in
 
any case
 
on or
 
before such
 
person acquires
 
the applicable
 
Subordinated
Claim (or
 
part thereof), becomes
 
a shareholder of
 
the applicable Obligor,
 
or advances
 
the
applicable shareholder loan or other inter-company loan to the applicable
 
Obligor.
11.2
During the Subordinated Period, without derogating from the provisions of clause
above, in the event that
 
any Subordinated Claims are disposed by
 
any Subordinated Party,
that
 
Subordinated
 
Party
 
shall,
 
save
 
to
 
the
 
extent
 
that
 
the
 
acquirer
 
of
 
such
 
claims
 
is
 
a
Subordinated Party,
 
procure that
 
the
 
acquirer of
 
the Subordinated
 
Claims accedes
 
to
 
this
Agreement and delivers to -
11.2.1
the Facility Agent and the Debt Guarantor, an Accession Letter agreeing to be bound
by the terms and conditions of this Agreement as a Subordinated Party;
 
and
11.2.2
the Facility
 
Agent,
 
in a
 
form and
 
substance satisfactory to
 
the Facility
 
Agent, all
 
of
the documents and other evidence contemplated in,
without delay and in any case on the date on which the disposal becomes unconditional.
 
11.3
The Facility
 
Agent shall notify
 
such Additional Subordinated
 
Party and the
 
other Finance
Parties as
 
soon as
 
reasonably possible
 
after being
 
satisfied it
 
has received
 
the documents
and other evidence listed in
11.4
Notwithstanding anything set out herein, the delivery of the documents and evidence listed
in
 
is solely for
 
the benefit of
 
the Finance Parties
 
and the Facility
 
Agent may,
by notice to
 
such Additional Subordinated Party and
 
other Finance Parties, waive
 
or defer
delivery
 
of
 
the
 
documents
 
and
 
evidence
 
listed
 
in
,
 
in
 
whole
 
or
 
in
 
part,
 
and
subject to any conditions (if any) as the Facility Agent may determine.
 
12
CHANGES TO THE PARTIES
12.1
Transfers by the Debt Guarantor
The Debt Guarantor shall
 
not cede any of
 
its rights nor delegate
 
any of its obligations
 
under
this Agreement without the prior consent of the Facility Agent.
12.2
Transfers by the Finance Parties
Subject to the Common Terms Agreement,
 
a Finance Party (other
 
than the Debt Guarantor)
may,
 
at
 
its
 
cost,
 
cede
 
its
 
rights
 
under
 
this
 
Agreement
 
(either
 
absolutely
 
or
 
as
 
collateral
Security) to any
 
person without notice
 
to, or
 
the consent
 
of, the
 
Obligors or Subordinated
18
Parties. To
 
the extent
 
that a
 
splitting of
 
claims arises
 
as
 
a result
 
of the
 
provisions of
 
this
clause
 
(
), each Subordinated Party
 
and each Obligor
hereby consent to such splitting of claims.
12.3
Transfers by a Subordinated Party or an Obligor
The Subordinated Parties and the Obligors may not cede any of their rights or delegate any
of their obligations under this Agreement.
 
12.4
Additional Subordinated Party
Each
 
Additional
 
Subordinated
 
Party
 
will
 
become
 
a
 
Subordinated
 
Party
 
on
 
the
 
relevant
Accession Date.
 
12.5
Additional Guarantor
12.5.1
Each
 
person
 
which
 
becomes
 
an
 
Additional
 
Guarantor
 
under
 
the
 
Common
 
Terms
Agreement will become
 
an Additional Subordinated
 
Party and an
 
Obligor as set
 
out
in the applicable Accession Letter.
12.5.2
An Additional Guarantor will become an Additional Subordinated Party and Obligor
under this Agreement on the relevant Accession Date.
13
STIPULATION FOR THE BENEFIT OF THE ADDITIONAL FINANCE PARTIES
The provisions of this
 
Agreement which confer
 
benefits upon the
 
Finance Parties, shall
 
constitute
stipulations for
 
the benefit
 
of any
 
person becoming
 
an Additional
 
Finance Party
 
in accordance
with the provisions of
 
the Finance Documents, capable
 
of acceptance at any
 
time. To
 
the extent
that a splitting
 
of claims arises as
 
a result of
 
the provisions of
 
this clause
 
(
),
 
the
 
Subordinated
 
Parties
 
and
 
the
 
Obligors
 
hereby
consent to such splitting of claims.
 
14
NOTICES
14.1
Communications in writing
Any communication to be made under or in connection with this Agreement shall be made
in writing and, unless otherwise stated, may be made by email or letter.
19
14.2
Addresses
The address
 
and email
 
address (and
 
the department
 
or officer,
 
if any,
 
for whose
 
attention
the communication is to be made) of each Party for any communication or document to be
made or delivered under or in connection with this Agreement is -
14.2.1
in the case of Holdco -
Physical address:
 
President Place, ▇▇▇ ▇▇▇▇▇ Ave &, ▇▇▇▇▇▇ ▇▇, Rosebank,
Johannesburg, 2196 ;
Email:
 
XXX with a copy to XXX;
Attention:
 
Chief Financial Officer - ▇▇▇▇▇▇ ▇▇▇▇▇;
14.2.2
in the case of the Term/RCF Borrower -
Physical address:
 
President Place, ▇▇▇ ▇▇▇▇▇ Ave &, ▇▇▇▇▇▇ ▇▇, Rosebank,
Johannesburg, 2196;
Email:
 
XXX with a copy to XXX;
Attention:
 
Chief Financial Officer - ▇▇▇▇▇▇ ▇▇▇▇▇;
14.2.3
in the case
 
of each Original
 
Subordinated Party that is
 
an Obligor and
 
each Original
Obligor, the address and
 
other details specified
 
for the Term/RCF Borrower in
14.2.4
in
 
the
 
case
 
of
 
any
 
Additional
 
Subordinated
 
Party
 
or
 
any
 
Additional
 
Guarantor,
 
as
specified in its Accession Letter;
 
14.2.5
in the case of each Original Lenders -
Physical address:
 
as specified in
Email:
 
as specified in
Attention:
 
as specified in
14.2.6
in the case of the Facility Agent -
Physical address:
 
1
 
Merchant
 
Place
 
-
 
14th
 
Floor,
 
Cnr
 
▇▇▇▇▇▇▇ Drive
 
and
▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇;
20
Email:
 
XXX,
 
XXX,
 
XXX,
 
XXX,
 
XXX,
 
XXX,
 
XXX,
XXX,
 
XXX;
 
Attention:
 
Head of
 
Transaction Management
 
- Investment
 
Banking
Division;
14.2.7
in the case of the Debt Guarantor -
Physical address:
 
1st
 
Floor,
 
Building
 
15,
 
Woodlands
 
Office
 
Park,
 
20
Woodlands Drive, Woodmead
 
2191;
Email:
 
XXX;
Attention:
 
the Managing Director;
or any
 
substitute address
 
or email
 
address or
 
department or
 
officer as either
 
Party may
 
notify
to the other Party by not less than five Business Days' notice.
14.3
Domicilia
14.3.1
Each
 
Party
 
chooses
 
its
 
physical
 
address
 
provided
 
under
 
or
 
pursuant
 
to
 
clause
 
(
) as its
domicilium citandi et executandi
 
at which documents in legal
proceedings in connection with this Agreement may be served.
14.3.2
Either Party may by
 
written notice to the
 
other Party change its
 
domicilium from time
to time
 
to another
 
address, not
 
being a
 
post office
 
box or
 
a poste
 
restante, in
 
South
Africa, provided
 
that any
 
such change
 
shall only
 
be effective
 
on the
 
fourteenth day
after deemed receipt of the notice by the other Party under clause
 
(
).
14.4
Delivery
14.4.1
Any communication or
 
document made or delivered
 
by one person
 
to another under
or
 
in
 
connection
 
with
 
this
 
Agreement
 
will
 
only
 
be
 
effective
 
when
 
received
 
by
 
the
recipient and, unless the contrary is proved, shall be deemed to be
 
received -
14.4.1.1
if by way of email,
 
be deemed to have been
 
received on the first Business Day
following the date of transmission;
 
14.4.1.2
if delivered by
 
hand, be deemed
 
to have been
 
received at the
 
time of delivery;
and
21
14.4.1.3
if by
 
way of
 
courier service,
 
be deemed
 
to have
 
been received
 
on the
 
seventh
Business Day following the date of such sending,
and provided,
 
if a
 
particular department
 
or officer
 
is specified
 
as part
 
of its
 
address
details
 
under
 
clause
 
(
),
 
if
 
such
 
communication
 
or
 
document
 
is
addressed to that department or officer.
14.4.2
Any communication or document to
 
be made or delivered to the
 
Facility Agent or the
Debt Guarantor will be
 
effective only when actually received
 
by the Facility Agent
 
or
the
 
Debt
 
Guarantor and
 
then
 
only
 
if
 
it
 
is
 
expressly marked
 
for
 
the
 
attention of
 
the
department
 
or
 
officer
 
identified
 
in
 
clauses
 
and
,
 
respectively
 
(or
 
any
substitute department or officer as the Facility Agent or Debt Guarantor shall specify
for this purpose).
14.5
Obligors
14.5.1
All communications under this
 
Agreement to or from
 
the Term/RCF
 
Borrower must
be sent through the Facility Agent.
 
14.5.2
All
 
communications
 
under
 
this
 
Agreement
 
to
 
or
 
from
 
an
 
Obligor
 
(other
 
than
 
the
Term/RCF Borrower)
 
must be sent through the Term/RCF Borrower.
14.5.3
Each Obligor (other
 
than the Term/RCF
 
Borrower)
 
by its execution
 
of the Common
Terms
 
Agreement or
 
an Accession
 
Letter has
 
irrevocably appointed
 
the
 
Term/RCF
▇▇▇▇▇▇▇▇ (acting through
 
one or
 
more authorised
 
signatories) to act
 
on its
 
behalf as
its agent in relation to the Finance Documents and has irrevocably authorised
 
-
14.5.3.1
the Term/RCF Borrower on
 
its behalf to
 
supply all
 
information concerning
 
itself
contemplated by this
 
Agreement to the
 
Finance Parties and
 
to give all
 
notices,
information and instructions to
 
execute on its behalf
 
all documents under or
 
in
connection
 
with
 
the
 
Finance
 
Documents
 
(including
 
any
 
Accession
 
Letter),
 
to
make such agreements and to effect the relevant amendments, supplements and
variations
 
capable
 
of
 
being
 
given,
 
made
 
or
 
effected
 
by
 
any
 
Obligor
notwithstanding that they
 
may affect the
 
Obligor, without further
 
reference to or
the consent of that Obligor; and
14.5.3.2
each Finance Party to
 
give any notice,
 
demand or other communication
 
to that
Obligor pursuant to the Finance Documents to the Term/RCF Borrower,
22
and in each case the Obligor
 
shall be bound as though
 
the Obligor itself had given
 
the
notices, information and instructions or executed or made the agreements or
 
effected
the amendments, supplements
 
or variations, or
 
received the relevant
 
notice, demand
or other communication.
14.5.4
Every
 
act,
 
omission,
 
agreement,
 
undertaking,
 
settlement,
 
waiver,
 
amendment,
supplement, variation,
 
notice or
 
other communication
 
given or
 
made by
 
the Term/RCF
Borrower
 
or
 
given
 
to
 
the
 
Term/RCF
 
Borrower
 
under
 
this
 
Agreement
 
on
 
behalf
 
of
another Obligor or in
 
connection with this Agreement
 
(whether or not known
 
to any
other
 
Obligor and
 
whether occurring
 
before or
 
after such
 
other Obligor
 
became an
Obligor under this Agreement) shall be binding for
 
all purposes on that Obligor as if
that Obligor had expressly made, given or concurred with it.
14.5.5
The respective liabilities of
 
each of the
 
Obligors under the Finance
 
Documents shall
not be in any way affected by -
14.5.5.1
any
 
actual
 
or
 
purported
 
irregularity
 
in
 
any
 
act
 
done,
 
or
 
failure
 
to
 
act,
 
by
 
the
Term/RCF Borrower;
14.5.5.2
the Term/RCF Borrower acting (or purporting to act) in
 
any respect outside any
authority conferred upon it by any Obligor; or
14.5.5.3
any actual
 
or purported
 
failure by,
 
or inability
 
of, the
 
Term/RCF
 
Borrower to
inform
 
any
 
Obligor
 
of
 
receipt
 
by
 
it
 
of
 
any
 
notification
 
under
 
the
 
Finance
Documents.
14.5.6
In
 
the
 
event
 
of
 
any
 
conflict
 
between
 
any
 
notices
 
or
 
other
 
communications
 
of
 
the
Term/RCF
 
Borrower and
 
any other
 
Obligor, those
 
of the
 
Term/RCF
 
Borrower shall
prevail.
14.5.7
Any
 
communication
 
given
 
to
 
the
 
Term/RCF
 
Borrower
 
in
 
connection
 
with
 
this
Agreement will be deemed to have been given to the other Obligors.
14.5.8
A
 
Finance
 
Party
 
may
 
assume
 
that
 
any
 
communication
 
made
 
by
 
the
 
Term/RCF
Borrower
 
on behalf
 
of
 
an Obligor
 
is made
 
with the
 
knowledge and
 
consent of
 
that
Obligor.
14.6
Notification of address and email address
23
As soon as
 
reasonably practicable
 
after receipt of
 
notification of
 
an address or
 
email address
or change
 
of address
 
or email address
 
pursuant to
 
clause
 
(
 
or changing its
own address or email address, the Facility Agent shall notify the other Parties.
14.7
English language
Any notice or other document
 
given under or in connection
 
with this Agreement must be
 
in
English.
15
GENERAL
15.1
Further assurances
Each Subordinated Party and
 
each Obligor undertakes
 
at all times to
 
do all such things,
 
to
perform all such acts and to
 
take all such steps and
 
to procure the doing of all
 
such things,
the performance of all such actions and the taking of all such steps as may be open to them
and necessary for the putting
 
into effect or maintenance of
 
the terms, conditions and import
of this Agreement.
15.2
Whole Agreement
15.2.1
This Agreement
 
constitutes the whole
 
of the
 
agreement between the
 
Parties relating
to the matters dealt with herein.
15.2.2
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.
15.3
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.
15.4
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.
24
15.5
Costs and Expenses
The Subordinated Parties
 
and the Obligors
 
shall pay to
 
the Finance Parties
 
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
 
the Finance
 
Parties in
 
connection
with the enforcement of, or the preservation of any rights under, this Agreement.
15.6
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
 
in this
 
clause
 
(
)
shall include, without limitation, inoperable by way of suspension or cancellation.
15.7
Provisions severable
All provisions and
 
the various clauses
 
of this
 
Agreement are, notwithstanding the
 
manner
in
 
which they
 
have
 
been grouped
 
together
 
or
 
linked grammatically,
 
severable from
 
each
other. Any provision or clause of
 
this Agreement which
 
is or becomes unenforceable
 
in any
jurisdiction, whether
 
due to
 
voidness, invalidity,
 
illegality,
 
unlawfulness or
 
for any
 
other
reason
 
whatsoever,
 
shall,
 
in
 
such
 
jurisdiction
 
only
 
and
 
only
 
to
 
the
 
extent
 
that
 
it
 
is
 
so
unenforceable, be
 
treated as
pro
 
non scripto
 
and the
 
remaining provisions
 
and clauses
 
of
this
 
Agreement
 
shall
 
remain
 
of
 
full
 
force
 
and
 
effect.
 
The
 
Parties
 
declare
 
that
 
it
 
is
 
their
intention that
 
this Agreement
 
would be
 
executed without
 
such unenforceable
 
provision if
they were aware of such unenforceability at the time of execution
 
hereof.
15.8
Rights and remedies
15.8.1
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 each Finance
Party under this Agreement -
15.8.1.1
are cumulative and not exclusive of its rights under the general law;
15.8.1.2
may be exercised as often as the Finance Party requires; and
25
15.8.1.3
may be waived only in writing and specifically.
15.8.2
Delay in the exercise or non-exercise of any right is not a waiver of
 
that right.
15.9
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.
15.10
Independent advice
Each
 
Subordinated
 
Party
 
and
 
Obligor
 
acknowledges
 
that
 
it
 
has
 
been
 
free
 
to
 
secure
independent legal and other advice
 
as to the nature and effect of
 
all of the provisions of this
Agreement and that
 
it has either
 
taken such independent
 
legal and other
 
advice or dispensed
with the necessity of
 
doing so. Further, each Subordinated Party
 
and ▇▇▇▇▇▇▇ 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.
15.11
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.
16
GOVERNING LAW
This Agreement
 
and any
 
non-contractual obligations
 
arising out
 
of or
 
in connection
 
with it
 
are
governed by South African law.
17
ENFORCEMENT
17.1
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
 
this
 
Agreement
 
or
 
any
 
non-contractual
obligation arising out of or in connection with this Agreement) (
Dispute
).
26
17.2
The Parties
 
agree that
 
the courts
 
of South
 
Africa are
 
the most
 
appropriate and convenient
courts to settle Disputes.
 
The Parties agree not to argue to the contrary and waive
 
objection
to this court
 
on the grounds of
 
inconvenient forum or otherwise
 
in relation to
 
proceedings
in connection with this Agreement.
17.3
Clause
 
is for the benefit
 
of the Finance Parties.
 
As a result,
 
no Finance Party shall be
prevented from taking
 
proceedings relating
 
to a Dispute
 
in any other
 
court with jurisdiction.
To
 
the extent allowed by
 
law, the
 
Finance Parties may take concurrent
 
proceedings in any
number of jurisdictions.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
27
ANNEXURE
 
A
 
- ORIGINAL SUBORDINATED PARTIES
No.
Name of Original Subordinated Party
Jurisdiction of
Incorporation
Registration number
(or equivalent, if any)
1.
Lesaka Technologies Proprietary Limited
South Africa
2002/031446/07
2.
Lesaka Technologies, Inc,
State of Florida,
United States
N/A
3.
Prism Holdings Proprietary Limited
South Africa
1998/018949/07
4.
Net1 Finance Holdings Proprietary Limited
South Africa
1998/020801/07
5.
EasyPay Proprietary Limited
South Africa
1983/008597/07
6.
Prism Payment Technologies Proprietary
Limited
South Africa
1990/005062/07
7.
EasyPay Financial Services Proprietary
Limited
South Africa
1998/020799/07
8.
Cash Connect Management Solutions
Proprietary Limited
South Africa
2017/029430/07
9.
Deposit Manager Proprietary Limited
South Africa
2010/016889/07
10.
Cash Connect Rentals Proprietary Limited
South Africa
 
2009/007139/07
 
11.
Main Street 1723 Proprietary Limited
South Africa
2019/300711/07
 
12.
Adumo (RF) Proprietary Limited
South Africa
 
2017/540380/07
13.
Adumo Management Company Proprietary
Limited
 
South Africa
 
2021/147994/07
14.
Adumo Technologies Proprietary Limited
 
South Africa
 
2000/029811/07
15.
Adumo Payouts Proprietary Limited
South Africa
 
▇▇▇▇/▇▇▇▇▇▇/▇▇
16.
Adumo Payments Proprietary Limited
South Africa
 
▇▇▇▇/▇▇▇▇▇▇/▇▇
17.
GAAP Point-of-Sale Proprietary Limited
South Africa
 
1999/003571/07
18.
Ovobix (RF) Proprietary Limited
South Africa
 
2013/068120/07
19.
Luxaino 227 Proprietary Limited
South Africa
2018/605739/07
20.
K2021477132 (South Africa) Proprietary
Limited
South Africa
2021/477132/07
 
 
 
 
 
 
 
28
21.
Easypay Cash Proprietary Limited
South Africa
2001/028826/07
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
29
ANNEXURE
 
B
 
- ORIGINAL OBLIGORS
No.
Name of Original Subordinated Party
Jurisdiction of
Incorporation
Registration number
(or equivalent, if any)
1.
Lesaka Technologies Proprietary Limited
South Africa
2002/031446/07
2.
Lesaka Technologies, Inc,
State of Florida,
United States
N/A
3.
Prism Holdings Proprietary Limited
South Africa
1998/018949/07
4.
Net1 Finance Holdings Proprietary Limited
South Africa
1998/020801/07
5.
EasyPay Proprietary Limited
South Africa
1983/008597/07
6.
Prism Payment Technologies Proprietary
Limited
South Africa
1990/005062/07
7.
EasyPay Financial Services Proprietary
Limited
South Africa
1998/020799/07
8.
Cash Connect Management Solutions
Proprietary Limited
South Africa
2017/029430/07
9.
Deposit Manager Proprietary Limited
South Africa
2010/016889/07
10.
Cash Connect Rentals Proprietary Limited
South Africa
 
2009/007139/07
11.
Main Street 1723 Proprietary Limited
South Africa
2019/300711/07
 
12.
Adumo (RF) Proprietary Limited
South Africa
 
2017/540380/07
13.
Adumo Management Company Proprietary
Limited
 
South Africa
 
2021/147994/07
14.
Adumo Technologies Proprietary Limited
 
South Africa
 
2000/029811/07
15.
Adumo Payouts Proprietary Limited
South Africa
 
▇▇▇▇/▇▇▇▇▇▇/▇▇
16.
Adumo Payments Proprietary Limited
South Africa
 
▇▇▇▇/▇▇▇▇▇▇/▇▇
17.
GAAP Point-of-Sale Proprietary Limited
South Africa
 
1999/003571/07
18.
Ovobix (RF) Proprietary Limited
South Africa
 
2013/068120/07
19.
Luxaino 227 Proprietary Limited
South Africa
2018/605739/07
20.
K2021477132 (South Africa) Proprietary
Limited
South Africa
2021/477132/07
 
 
 
 
 
 
 
30
21.
Easypay Cash Proprietary Limited
South Africa
2001/028826/07
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
31
ANNEXURE
 
C
 
- ORIGINAL LENDERS
Name of Original Lender
Registration number
Details
 
for
 
the
 
purposes
 
of
 
clause
 
(
FirstRand
 
Bank
 
Limited
 
(acting
through
 
its
 
Rand
 
Merchant
 
Bank
division) (as
 
Original Senior
 
RCF
Lender
 
and
 
Original
 
Senior
 
Term
Facility Lender)
1929/001225/06
Physical address:
▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇/▇
 
Fredman Dr.
and ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇
Email:
 
XXX
XXX
XXX
XXX
XXX
XXX
XXX
XXX
Attention:
 
Head
 
of
 
Transaction
 
Management
 
-
Investment Banking Division
Investec
 
Bank
 
Limited
 
(acting
through
 
its
 
Investment
 
Banking
division:
 
Corporate
 
Solutions)
 
(as
Original
 
Senior
 
RCF
 
Lender
 
and
Original
 
Senior
 
Term
 
Facility
Lender)
1969/004763/06
Physical address:
 
100
 
Grayston
 
Drive,
 
Sandown,
 
Sandton,
Johannesburg, 2196
Email:
 
XXX;XXX;
 
XXX
 
Attention:
 
Head of Investment Banking
FirstRand
 
Bank
 
Limited
 
(acting
through
 
its
 
Rand
 
Merchant
 
Bank
1929/001225/06
Physical address:
 
 
 
 
 
 
 
32
division)
 
(as
 
Original
 
WCF
Lender)
▇▇▇ ▇▇▇▇▇, ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇/▇
 
Fredman
Dr. and Rivonia Rd, ▇▇▇▇▇▇▇, 2196
Email: XXX
Attention: Head of Legal
FirstRand
 
Bank
 
Limited
 
(acting
through its
 
Wesbank
 
division) (as
WesBank)
1929/001225/06
Physical address:
WesBank,
 
Enterprise Road,
 
Fairland, 2170
Email:
 
XXX
Attention:
 
WesBank Legal: ABF and FML
 
33
ANNEXURE
 
D
 
- DOCUMENTS
 
TO
 
BE
 
DELIVERED
 
BY
 
AN
 
ADDITIONAL
SUBORDINATED PARTY
1
Accession Letter
An Accession Letter,
 
duly executed by the Additional Subordinated Party.
2
Constitutional documents
A copy of the constitutional documents of the Additional Subordinated
 
Party.
3
Resolutions
3.1
A copy of a resolution of the board of directors of the Additional Subordinated
 
Party -
3.1.1
approving the
 
terms of,
 
and the
 
transactions contemplated
 
by,
 
the Accession
 
Letter
and this Agreement and resolving that it execute Accession Letter;
3.1.2
to
 
the
 
extent
 
required
 
under
 
the
 
Companies
 
Act,
 
authorising
 
it,
 
for
 
all
 
purposes
required under sections 45
 
and/or 46 of the Companies
 
Act (as applicable), to
 
provide
the "
financial assistance
" and to make any "
distribution
" that may arise as a result of
its entry into of this Agreement;
3.1.3
authorising
 
a
 
specified
 
person
 
or
 
persons
 
to
 
execute
 
the
 
Accession
 
Letter
 
on
 
its
behalf; and
3.1.4
authorising a
 
specified person
 
or
 
persons, on
 
its
 
behalf, to
 
sign and/or
 
despatch all
documents and
 
notices to
 
be signed
 
and/or despatched
 
by it
 
under or
 
in connection
with this Agreement.
3.2
To
 
the extent
 
required under the
 
Companies Act, a
 
copy of
 
the special
 
resolution/s of
 
the
holders of the
 
issued shares in
 
that Additional Subordinated
 
Party,
 
approving the granting
of any "
financial assistance
" by that Additional Subordinated
 
Party pursuant to the
 
Finance
Documents to
 
which it
 
is a
 
party under, and
 
in compliance
 
with, section
 
45 of
 
the Companies
Act.
3.3
To the extent required by
 
the Companies
 
Act, any other
 
applicable law or
 
the Constitutional
Documents of that Additional
 
Subordinated Party, a copy of a
 
resolution duly passed
 
by the
holders of the issued shares of that
 
Additional Subordinated Party, approving the
 
terms of,
and the transactions contemplated by, the Finance Documents
 
to which that that Additional
Subordinated Party.
34
4
Formalities certificate
A formalities certificate of the Additional Subordinated Party addressed
 
to the Facility Agent -
4.1
setting out a specimen of the signature of each person authorised by the resolution referred
to
 
in
 
paragraph
 
of
 
this
 
in
 
relation
 
to
 
the
 
Finance
 
Documents
 
and
 
related
documents to which it is a party; and
4.2
certifying
 
that
 
each
 
copy
 
document
 
relating
 
to
 
it
 
listed
 
in
 
this
 
is
 
correct,
complete and in full force and effect and has not been amended or superseded.
5
Legal opinions
5.1
A legal opinion of the legal advisers to the Finance Parties, addressed to the Facility Agent
for and on
 
behalf of
 
the Finance
 
Parties,
 
in respect
 
of the
 
legality, validity and enforceability
of the Accession Letter.
5.2
A
 
legal
 
opinion of
 
the
 
legal
 
advisers to
 
the
 
Additional Subordinated
 
Party in
 
connection
with the capacity,
 
powers and authority of
 
the Additional Subordinated Party
 
to enter into
and
 
perform
 
its
 
obligations
 
under
 
the
 
Accession
 
Letter
 
and
 
the
 
due
 
execution
 
of
 
the
Accession Letter.
6
Know your customer requirements
All documentation
 
required by
 
the Finance
 
Parties in
 
order for
 
them to
 
complete all
 
applicable
know-your-customer or similar procedures, as
 
required by the Finance Parties
 
in connection with
the transactions contemplated by the Accession Letter.
7
Other documents and evidence
A
 
copy
 
of
 
any
 
other authorisation
 
or
 
other document,
 
opinion
 
or
 
assurance which
 
the
 
Facility
Agent considers to
 
be necessary or
 
desirable in connection
 
with the entry
 
into and performance
of
 
the transactions
 
contemplated by
 
the
 
Accession Letter
 
or
 
for
 
the
 
validity and
 
enforceability
thereof.
 
 
 
35
ANNEXURE
 
E
 
- FORM OF ACCESSION LETTER
To
:
 
FIRSTRAND
 
BANK
 
LIMITED
 
(ACTING
 
THROUGH
 
ITS
 
RAND
 
MERCHANT
BANK DIVISION)
 
(as Facility Agent)
From:
 
[
Entity
]
 
(as Additional Subordinated Party)
 
20
 
Dear all,
("
Agreement
")
1
We refer to the Agreement.
 
2
This is an Accession Letter
 
and terms used in this Accession
 
Letter have the same
 
meanings as in
the Agreement.
 
3
[
Entity
]
 
agrees,
 
with
 
effect
 
from
 
the
 
date
 
of
 
this
 
Accession
 
Letter,
 
to
 
become
 
an
 
Additional
Subordinated Party
 
under the
 
Agreement and
 
to
 
be bound
 
by the
 
terms of
 
the Agreement
 
as a
Subordinated Party pursuant to with clause
 
(
 
of the Agreement.
4
[
Entity
]
 
is a company duly incorporated under the laws of [name of relevant
 
jurisdiction].
5
For the
 
purposes of
 
clause
 
of the
 
Agreement,
[
Entity
]
 
administrative details
 
are as
 
follows –
 
Address:
 
[
●
];
Email Address:
 
[
●
];
For the attention of:
 
[
●
].
6
This Accession Letter is a Finance Document.
7
This Accession Letter may
 
be executed in any
 
number of counterparts. This has
 
the same effect
as if the signatures on the counterparts were on a single copy of this Accession
 
Letter.
8
This Accession Letter and any non-contractual obligations arising out of or in connection with it
are governed by South African law.
 
 
 
36
Signed at
 
on
 
20___
 
for
[●] PROPRIETARY LIMITED
 
(as
Additional Subordinated Party)
Signature
Name of Signatory
Designation of Signatory
 
 
 
 
37
Accepted by the Facility Agent:
 
Accepted this the
 
day of
 
2025
 
for
FIRSTRAND BANK LIMITED (ACTING
THROUGH ITS RAND MERCHANT
BANK DIVISION)
 
(in its capacity as
Facility Agent
)
Signature
Name of Signatory
Designation of Signatory
 
 
 
 
38
Accepted by the Debt Guarantor:
 
Accepted this the
 
day of
 
2025
 
for
BOWWOOD AND MAIN NO 408 (RF)
PROPRIETARY LIMITED
 
(in its capacity
as
Debt Guarantor
)
Signature
Name of Signatory
Designation of Signatory
 
 
 
 
39
SIGNATURE PAGES
Signed at CAPE TOWN
 
on 27 February
 
2025
 
for
LESAKA TECHNOLOGIES
PROPRIETARY LIMITED
(in its capacity
as obligors' agent,
Term/RCF Borrower
,
Original Subordinated Party
 
and
Original
Obligor
)
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
 
Signature
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
Name of Signatory
GCOO
Designation of Signatory
 
 
 
 
40
Signed at CAPE TOWN
 
on 27 February
 
2025
 
for
CASH CONNECT MANAGEMENT
SOLUTIONS PROPRIETARY LIMITED
(in its capacity as
Original Subordinated
Party
 
and
Original Obligor
)
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
 
Signature
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
Name of Signatory
GCOO
Designation of Signatory
 
 
 
 
41
Signed at CAPE TOWN
 
on 27 February
 
2025
 
for
EASYPAY
 
FINANCIAL SERVICES
PROPRIETARY LIMITED
 
(in its capacity
as
Original Subordinated Party
 
and
Original Obligor
)
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
 
Signature
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
Name of Signatory
GCOO
Designation of Signatory
 
 
 
 
42
Signed at Parkhurst
 
on 27 February
 
2025
 
for
(in its
capacity as
Original Subordinated Party
and
Original Obligor
)
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
Signature
▇▇▇▇▇▇ ▇▇▇▇▇
Name of Signatory
Group Chief Financial Officer
Designation of Signatory
 
 
 
 
43
Signed at CAPE TOWN
 
on 27 February
 
2025
 
for
PRISM HOLDINGS PROPRIETARY
LIMITED
(in its capacity as
Original
Subordinated Party
 
and
Original Obligor
)
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
 
Signature
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
Name of Signatory
GCOO
Designation of Signatory
 
 
 
 
44
Signed at CAPE TOWN
 
on 27 February
 
2025
 
for
NET1 FINANCE HOLDINGS
PROPRIETARY LIMITED
(in its capacity
as
Original Subordinated Party
 
and
Original Obligor
)
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
 
Signature
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
Name of Signatory
GCOO
Designation of Signatory
 
 
 
 
45
Signed at CAPE TOWN
 
on 27 February
 
2025
 
for
EASYPAY
 
PROPRIETARY
 
LIMITED
(in
its capacity as
Original Subordinated Party
and
Original Obligor
)
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
 
Signature
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
Name of Signatory
GCOO
Designation of Signatory
 
 
 
 
46
Signed at CAPE TOWN
 
on 27 February
 
2025
 
for
PRISM PAYMENT
 
TECHNOLOGIES
PROPRIETARY LIMITED
(in its capacity
as
Original Subordinated Party
 
and
Original Obligor
)
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
 
Signature
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
Name of Signatory
GCOO
Designation of Signatory
 
 
 
 
47
Signed at JHB
 
on 27/02/2025
 
2025
 
for
DEPOSIT MANAGER PROPRIETARY
LIMITED
(in its capacity as
Original
Subordinated Party
 
and
Original Obligor
)
/s/ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Signature
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Name of Signatory
Director
Designation of Signatory
 
 
 
 
48
Signed at JHB
 
on 27/02
 
2025
 
for
CASH CONNECT RENTALS
PROPRIETARY LIMITED
(in its capacity
as
Original Subordinated Party
 
and
Original Obligor
)
/s/ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Signature
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Name of Signatory
Director
Designation of Signatory
 
 
 
 
49
Signed at CAPE TOWN
 
on 27 February
 
2025
 
for
MAIN STREET 1723 PROPRIETARY
LIMITED
(in its capacity as
Original
Subordinated Party
 
and
Original Obligor
)
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
 
Signature
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
Name of Signatory
GCOO
Designation of Signatory
 
 
 
 
50
Signed at Parkhurst
 
on 27 February
 
2025
 
for
ADUMO (RF)
PROPRIETARY LIMITED
(in its capacity as
Original Subordinated
Party
 
and
Original Obligor
)
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇
Signature
▇▇▇▇▇▇ ▇▇▇▇▇
Name of Signatory
Group Chief Financial Officer
Designation of Signatory
 
 
 
 
51
Signed at Cape Town
 
on 27 February
 
2025
 
for
ADUMO MANAGEMENT COMPANY
PROPRIETARY LIMITED
 
(in its capacity
as
Original Subordinated Party
 
and
Original Obligor
)
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Signature
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name of Signatory
Director
Designation of Signatory
 
 
 
 
52
Signed at Cape Town
 
on 27 February
 
2025
 
for
ADUMO TECHNOLOGIES
PROPRIETARY LIMITED
 
(in its capacity
as
Original Subordinated Party
 
and
Original Obligor
)
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Signature
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name of Signatory
Director
Designation of Signatory
 
 
 
 
53
Signed at Cape Town
 
on 27/02/2025
 
2025
 
for
ADUMO PAYOUTS
 
PROPRIETARY
LIMITED
 
(in its capacity as
Original
Subordinated Party
 
and
Original Obligor
)
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
Signature
▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
Name of Signatory
Director
Designation of Signatory
 
 
 
 
54
Signed at Cape Town
 
on 27 February
 
2025
 
for
ADUMO PAYMENTS
 
PROPRIETARY
LIMITED
 
(in its capacity as
Original
Subordinated Party
 
and
Original Obligor
)
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Signature
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Name of Signatory
Director
Designation of Signatory
 
 
 
 
55
Signed at Durban
 
on 27 February
 
2025
 
for
GAAP POINT-OF-SALE PROPRIETARY
LIMITED
 
(in its capacity as
Original
Subordinated Party
 
and
Original Obligor
)
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇
Signature
▇▇▇▇▇▇▇ ▇▇▇▇
Name of Signatory
Financial Director
Designation of Signatory
 
 
 
 
56
Signed at JHB
 
on 27/02/2025
 
2025
 
for
OVOBIX (RF) PROPRIETARY LIMITED
(in its capacity as
Original Subordinated
Party
 
and
Original Obligor
)
/s/ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Signature
▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇
Name of Signatory
Director
Designation of Signatory
 
 
 
 
57
Signed at CAPE TOWN
 
on February 27
 
2025
 
for
LUXAINO 227
PROPRIETARY
LIMITED
 
(in its capacity as
Original
Subordinated Party
 
and
Original Obligor
)
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
 
Signature
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
Name of Signatory
GCOO
Designation of Signatory
 
 
 
 
58
Signed at CAPE TOWN
 
on February 27
 
2025
 
for
K2021477132 (SOUTH AFRICA)
PROPRIETARY LIMITED
 
(in its capacity
as
Original Subordinated Party
 
and
Original Obligor
)
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
 
Signature
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
Name of Signatory
GCOO
Designation of Signatory
 
 
 
 
59
Signed at CAPE TOWN
 
on February 27
 
2025
 
for
EASYPAY
 
CASH
PROPRIETARY
LIMITED
 
(in its capacity as
Original
Subordinated Party
 
and
Original Obligor
)
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
 
Signature
▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
Name of Signatory
GCOO
Designation of Signatory
 
 
 
 
 
 
 
60
Signed at Sandon
 
on 27 February
 
2025
 
for
FIRSTRAND BANK LIMITED (ACTING
THROUGH ITS RAND MERCHANT
BANK DIVISION)
(in its capacity as
Original Senior RCF
Lender
 
and
Original Senior Term Facility
Lender
)
/s/
▇▇▇▇ ▇▇▇▇▇▇▇▇
 
Signature
▇▇▇▇ ▇▇▇▇▇▇▇▇
Name of Signatory
Authorised
Designation of Signatory
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
 
Signature
▇▇▇▇ ▇▇▇▇▇▇▇▇
Name of Signatory
Authorised Signatory
Designation of Signatory
 
 
 
 
 
 
61
Signed at Sandon
 
on 27 February
 
2025
 
for
INVESTEC BANK LIMITED (ACTING
THROUGH ITS INVESTMENT
BANKING DIVISION: CORPORATE
SOLUTIONS)
(in its capacity as
Original Senior RCF
Lender
 
and
Original Senior Term Facility
Lender
)
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Signature
▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Name of Signatory
Authorised signatory
Designation of Signatory
/s/ ▇▇▇▇ ▇▇▇▇
Signature
▇▇▇▇ ▇▇▇▇
Name of Signatory
Authorised Signatory
Designation of Signatory
 
 
 
 
 
 
 
62
Signed at JHB
 
on 27 Feb 25
 
2025
 
for
FIRSTRAND BANK LIMITED (ACTING
THROUGH ITS RAND MERCHANT
BANK DIVISION)
(in its capacity as
Original WCF Lender
)
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
Signature
▇▇▇▇▇ ▇▇▇▇▇▇▇
Name of Signatory
Authorised
Designation of Signatory
/s/
▇▇▇▇ ▇▇▇▇▇▇▇▇
 
Signature
▇▇▇▇ ▇▇▇▇▇▇▇▇
Name of Signatory
Authorised
Designation of Signatory
 
 
 
 
 
 
 
63
Signed at JOHANNESBURG
 
on 28/02/25
 
2025
 
for
FIRSTRAND BANK LIMITED (ACTING
THROUGH WESBANK DIVISION)
(in its capacity as
WesBank
)
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Signature
▇▇▇▇▇▇ ▇▇▇▇▇▇
Name of Signatory
Sales Manager
Designation of Signatory
Signature
Name of Signatory
Designation of Signatory
 
 
 
 
 
 
 
64
Signed at Sandton
 
on 27 February
 
2025
 
for
FIRSTRAND BANK LIMITED (ACTING
THROUGH ITS RAND MERCHANT
BANK DIVISION)
(in its capacity as
Facility Agent
)
/s/
▇▇▇▇ ▇▇▇▇▇▇▇▇
 
Signature
▇▇▇▇ ▇▇▇▇▇▇▇▇
Name of Signatory
Authorised
Designation of Signatory
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
 
Signature
▇▇▇▇ ▇▇▇▇▇▇▇▇
Name of Signatory
Authorised Signatory
Designation of Signatory
 
 
 
 
65
Signed at Woodmead
 
on 27 February
 
2025
 
for
BOWWOOD AND MAIN NO 408 (RF)
PROPRIETARY LIMITED
 
(in its capacity
as
Debt Guarantor
)
/s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
 
Signature
Phillemon Ledwaba
Name of Signatory
Duly Authorised
Designation of Signatory

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Filed: May 7th, 2025