> G################ #!#"###$#%#&#'#(#)#*#+#,##.#/#0#1#2#3#4#5#6#7#8#9#:#;#<#=#>#?#@#A#B#C#D#E#F#G#H#I#J#K#L#M#N#O#P#Q#R#S#T#U#V#W# l \pThe Free Software Foundation B=PF0*8X@"1 Helvetica1Courier1Courier New1Courier New1 Helvetica$#,##0_);($#,##0)$#,##0_);[Red]($#,##0)$#,##0.00_);($#,##0.00)$#,##0.00_);[Red]($#,##0.00)**_($* #,##0_);_($* (#,##0);_($* ""_);_(@_)*)'_(* #,##0_);_(* (#,##0);_(* ""_);_(@_)5,2_($* #,##0.00_);_($* (#,##0.00);_($* ""??_);_(@_)2+/_(* #,##0.00_);_(* (#,##0.00);_(* ""??_);_(@_)2$#,##0.00;[Red]$#,##0.003$#,##0.00;[Red]($#,##0.00)4$#,##0;[Red]($#,##00)50.00%;[Red](0.00%)60%;[Red](0%)7#,##0.00;[Red](#,##0.00)8#,##0;[Red](#,##0) + ) , * Ј ~~ ؈ ~~#؈ ~~"؈ ~~ ؈ ~~7#܈ ~~8#܈ ~~9#܈ ~~"؈ ~~9"܈ ~~83ffff̙̙3f3fff3f3f33333f33"/4NET 1 UEPS TECHNOLOGIES INC&)_Rosebank Johannesburg South Afr3FIRSTRAND BANK LIMITED.CONTENTS%,THIS AGREEMENT is made betweenIT IS AGREED as follows"\JIT IS AGREED as follows (1)"FyIT IS AGREED as follows (2)&it or its include unless the co&it or its include unless th (1)&it or its include unless th (2)&0it or its include unless th (3)]THE ORIGINAL OBLIGORS"oTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)1NCONDITIONS PRECEDENT (3)=CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5);CONDITIONS PRECEDENT (6)
CONTENTS (1)KCONTENTS (2)vCONTENTS (3)%THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)t7
SECTION 1 (2)i
SECTION 1 (3)
SECTION 1 (4)V
SECTION 1 (5)
SECTION 1 (6)9
SECTION 1 (7)f
SECTION 1 (8)?
SECTION 1 (9)SECTION 1 (10)mSECTION 1 (11)H SECTION 1 (12)!SSECTION 1 (13)SECTION 1 (14)SECTION 1 (15)TSECTION 1 (16)pSECTION 1 (17)KSECTION 1 (18)zSECTION 1 (19)&LLender as the context requires %Lender as the context requ (1)%J Lender as the context requ (2)%6 Lender as the context requ (3)%e Lender as the context requ (4)%l Lender as the context requ (5)%S Lender as the context requ (6)%
Lender as the context requ (7)&@
OFAC the US Department of Comme&q
OFAC the US Department of C (1)&
OFAC the US Department of C (2)&
Senior Facility A Lender as the&ASenior Facility B Lender as the&GGSenior Facility D Lender as the&{Senior Facility E Lender as the&eSenior Facility E Lender as (1)&Senior Facility E Lender as (2)&Senior Facility E Lender as (3)&DSenior Facility E Lender as (4)&uSenior Facility E Lender as (5)&ɫSenior Facility E Lender as (6)&Senior Facility E Lender as (7)&L
Senior Facility E Lender as (8)&D
Senior Facility E Lender as (9)&t
Senior Facility E Lender a (10)&Ť
Senior Facility E Lender a (11)&
Senior Facility E Lender a (12)& Senior Facility E Lender a (13)&QSenior Facility E Lender a (14)&Senior Facility E Lender a (15)o SECTION 2"
SECTION 2 (1)&!Senior Facility C Lender as the&:QSenior Facility C Lender as (1)&k~Senior Facility C Lender as (2)&vSenior Facility C Lender as (3)&Senior Facility C Lender as (4) SECTION 3<
SECTION 3 (1)Tl
SECTION 3 (2)
SECTION 3 (3)&Control Event the Borrower shal&Disposal Proceeds means the gro&:Excluded Disposal Proceeds mean&oExcluded Insurance Proceeds mea&ʡMoneyline Proceeds means the ca&Moneyline Proceeds means th (1)& Moneyline Proceeds means th (2)= SECTION 4j
SECTION 4 (1)
SECTION 4 (2)&Tax Payment means either the in&Tax Payment means either th (1)&x,Tax Payment means either th (2)&WTax Payment means either th (3) >Basel III Framework means$<Basel III Framework means (1)$Basel III Framework means (2)$Basel III Framework means (3)L SECTION 6~
SECTION 6 (1)N
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)Q
SECTION 6 (5)D~
SECTION 6 (6)Ǯ SECTION 7
SECTION 7 (1)
SECTION 7 (2) 7
SECTION 7 (3)f
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)X
SECTION 7 (7)97
SECTION 7 (8)h
SECTION 7 (9)`SECTION 7 (10)SECTION 7 (11)SECTION 7 (12).SECTION 7 (13)bSECTION 7 (14)JSECTION 7 (15)wSECTION 7 (16)SECTION 7 (17)*(SECTION 7 (18)WSECTION 7 (19)SECTION 7 (20)ESECTION 7 (21)SECTION 7 (22)SECTION 7 (23)KSECTION 7 (24)ySECTION 7 (25)+SECTION 7 (26)#SECTION 7 (27)"SECTION 7 (28)@SECTION 7 (29)mSECTION 7 (30)SECTION 7 (31)SECTION 7 (32)iSECTION 7 (33)B(SECTION 7 (34)USECTION 7 (35)SECTION 7 (36) SECTION 7 (37)&SECTION 7 (38)Permitted LoanIPermitted Loan (1)wPermitted Loan (2)qPermitted Loan (3)Permitted Loan (4)Permitted Loan (5)hCPermitted Loan (6)pPermitted Loan (7)Permitted Loan (8)iPermitted Loan (9)Permitted Loan (10)4Permitted Loan (11)zbPermitted Loan (12)_Permitted Loan (13)Permitted Loan (14)hPermitted Loan (15)p Permitted Loan (16)L Permitted Loan (17) Permitted Loan (18)C Permitted Loan (19)0 Permitted Loan (20)! SECTION 8B!
SECTION 8 (1)r!
SECTION 8 (2)!
SECTION 8 (3)+! SECTION 9"
SECTION 9 (1)6"
SECTION 9 (2)c"
SECTION 10Q"SECTION 10 (1)"SECTION 10 (2)"SECTION 10 (3)#SECTION 10 (4)Q#SECTION 10 (5)R}#SECTION 10 (6)X#SECTION 10 (7)#SECTION 10 (8)$SECTION 10 (9)8$SECTION 10 (10)f$SECTION 10 (11)T$SECTION 10 (12)$SECTION 10 (13)X$SECTION 10 (14) )%SECTION 10 (15)^%SECTION 10 (16)%SECTION 10 (17)%SECTION 10 (18)q%SECTION 10 (19)b&&
SECTION 11
eY&Part I&Part II$&
Part I (1)"&
Part I (2)'
Part I (3)O'
Part I (4)'
Part I (5)ܲ'
Part I (6)'
Part I (7)<(
Part I (8)SA(
Part I (9)t(Part I (10)(Part II (1)(Part II (2))Part II (3)+?)Part II (4)#s)FORM OF TRANSFER CERTIFICATEM) Agreement)
Agreement (1))
Agreement (2)#%.*PART I ADDITIONAL GUARANTORS
Z*
Agreement (3)*
Agreement (4)κ*
Agreement (5)!*FORM OF RESIGNATION LETTER+
Agreement (6)vD+
Agreement (7)Pp+
Agreement (8)%+FORM OF COMPLIANCE CERTIFICATES+
Agreement (9)+Agreement (10)&$,TO BE PLACED ON AUDITOR S LETTEfP,Agreement (11)&ك,The Auditors of Net1 Applied Teб,ACCEPTABLE LENDERS&,FORM OF CONFIDENTIALITY UNDERTA&Acquisition In consideration of&IAcquisition In consideratio (1)&1uAcquisition In consideratio (2)&Acquisition In consideratio (3)&&Acquisition In consideratio (4)&f.Acquisition In consideratio (5)nD.DORMANT SUBSIDIARIES&r.THE BORROWER.THE BORROWER (1).ORIGINAL GUARANTOR.ORIGINAL GUARANTOR (1)/ORIGINAL GUARANTOR (2)H/ORIGINAL GUARANTOR (3)s/ORIGINAL GUARANTOR (4)p/ORIGINAL GUARANTOR (5)R/ORIGINAL GUARANTOR (6)4/ORIGINAL GUARANTOR (7)0ORIGINAL GUARANTOR (8)I0ORIGINAL GUARANTOR (9)t0ORIGINAL GUARANTOR (10)0ORIGINAL GUARANTOR (11)0ORIGINAL GUARANTOR (12)!}0FIRSTRAND BANK LIMITED (1)!1Table of ContentsQ1NO TITLE"1IT IS AGREED as follows (3)"1IT IS AGREED as follows (4)"1IT IS AGREED as follows (5)"i2IT IS AGREED as follows (6)"QH2IT IS AGREED as follows (7)"pu2IT IS AGREED as follows (8)"=2IT IS AGREED as follows (9)#2IT IS AGREED as follows (10)#3IT IS AGREED as follows (11)#p43IT IS AGREED as follows (12)#b3IT IS AGREED as follows (13)#L3IT IS AGREED as follows (14)#V3IT IS AGREED as follows (15)#3IT IS AGREED as follows (16)# 4IT IS AGREED as follows (17)&M4replacement value means the tot&1~4replacement value means the (1)&34replacement value means the (2)&4replacement value means the (3)&5replacement value means the (4)"'Q5FORM OF UTILISATION REQUEST&{5FORM OF UTILISATION REQUEST (1)25BORROWER5FACILITY AGENT&5ORIGINAL SENIOR FACILITY E LEND*6CONTENTS (4)5_6NO TITLE (1)6
BACKGROUND6BACKGROUND (1)6BACKGROUND (2)7BACKGROUND (3)GE7BACKGROUND (4)u7BACKGROUND (5)e7BACKGROUND (6)7BACKGROUND (7)37BACKGROUND (8)18BACKGROUND (9)ha8BACKGROUND (10)8BACKGROUND (11)8BACKGROUND (12)h8BACKGROUND (13)[!9BACKGROUND (14)`Q9BACKGROUND (15)&(~9Fair Value of any Secured Prope&װ9Fair Value of any Secured P (1)&9Fair Value of any Secured P (2)&!:Fair Value of any Secured P (3)&yP:Fair Value of any Secured P (4)&:Fair Value of any Secured P (5)&:Fair Value of any Secured P (6)&q:Fair Value of any Secured P (7)&K;Fair Value of any Secured P (8)A;PART A BANK ACCOUNTS%w;PART A BANK ACCOUNTS (1)Ȱ;PART A BANK ACCOUNTS (2)k;PART A BANK ACCOUNTS (3)v<NOTICE TO BANKSB<Applicable Bank Accounts#lq<Applicable Bank Accounts (1)+<FORM OF ACKNOWLEDGEMENT%f<BROKER S LETTER OF UNDERTAKING&<FOR NET1 APPLIED TECHNOLOGIES S&$&=FOR NET1 APPLIED TECHNOLOGI (1)&;W=FOR NET1 APPLIED TECHNOLOGI (2)=
INSURANCES& =ENDORSEMENT ATTACHING TO AND FO=NOTICE TO INSURERS&>AFRICA PROPRIETARY LIMITED THE %A>AFRICA PROPRIETARY LIMITED (1)%
m>AFRICA PROPRIETARY LIMITED (2)%>AFRICA PROPRIETARY LIMITED (3)%>AFRICA PROPRIETARY LIMITED (4)&>ENDORSEMENT ATTACHING TO AN (1)&^*?FORM OF ACKNOWLEDGEMENT BY INSU$ZV?NOTICE OF CESSION IN SECURITY$?NOTICE OF CESSION IN SECU (1)J?
THE CEDENT?THE SECURED CREDITORk@CONTENTS (5)A@NO TITLE (2)n@BACKGROUND (16)@BACKGROUND (17)@BACKGROUND (18)ABACKGROUND (19)#0ABACKGROUND (20)\ABACKGROUND (21)ABACKGROUND (22)ͽABACKGROUND (23)ABACKGROUND (24)BBACKGROUND (25)LBBACKGROUND (26)&yBFair Value of any Secured P (9)&̯BFair Value of any Secured (10)&BFair Value of any Secured (11)&CFair Value of any Secured (12)&BCFair Value of any Secured (13)&tCFair Value of any Secured (14)&ԤCFair Value of any Secured (15)&CFair Value of any Secured (16) sDNOTICE AND ACKNOWLEDGMENT$i+DNOTICE AND ACKNOWLEDGMENT (1)
BWDPledgeD
Pledge (1)D
Pledge (2)XD
Pledge (3)E
Pledge (4)AE
Pledge (5)ilE
Pledge (6)"bEFORM OF ACKNOWLEDGEMENT (1)ENOTICE OF PLEDGEENOTICE OF PLEDGE (1)
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CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }I"}<}
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018%NET 1 UEPS TECHNOLOGIES, INC.Florida 00031203
980171860$ (State or other jurisdiction (Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)$
____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/$x,sg[qeY1=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INCFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }}6
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018,$Rosebank, Johannesburg, South Africa[ ]/'Written communications pursuant to Rule 5 425 under the Securities Act (17 CFR 230.425)
[ ]3
+Soliciting material pursuant to Rule 14a122*under the Exchange Act (17 CFR 240.14a12)[ ]0(Precommencement communications pursuant
/
'to Rule 14d2(b) under the Exchange Act(17 CFR 240.14d2(b))[ ]0(Precommencement communications pursuant/'to Rule 13e4(c) under the Exchange Act(17 CFR 240.13e4(c))$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/2xl`TES=PF0*8X>
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CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }$
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018FIRSTRAND BANK LIMITED/'relating to the Common Terms Agreement,1 )originally dated 21 July, 2017 as amended
pursuant to3+a First Amendment and Restatement Agreementdated 9 March, 2018
$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/4\znb/iQE9!=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }$}$ }$4}
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018CONTENTSClausePage
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Interpretation~
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Effective Date~
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Amendments~
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&Representations and Warranties~
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Guarantees~
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Security~
~
Undertakings~
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"
Miscellaneous~
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&
Governing Law~
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*Counterparts~
Schedule 1The Parties~
"
Schedule 2Conditions Precedent~
*
Schedule 33+Amended and Restated Common Terms Agreement~
6Signature Page~
:$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/DlpNP
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CONTENTSIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }U}y<
'
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018'THIS AGREEMENT is made between:~
.&NET1 APPLIED TECHNOLOGIES SOUTH AFRICA 2 *PROPRIETARY LIMITED , registration number
'
2002/031446/07 (the Borrower );~
.&NET1 UEPS TECHNOLOGIES, INC. a Florida
corporation ( Holdco );~
0(THE PARTIES listed in Part I of Schedule7/1 (The Original Parties) as original guarantors#(the Original Guarantors );~
.&FIRSTRAND BANK LIMITED (acting through4,its RAND MERCHANT BANK division) and NEDBANK%LIMITED (acting through its CORPORATE5AND INVESTMENT BANKING division), as mandated:2lead arrangers (in this capacity, the Arrangers );~
1)THE FINANCIAL INSTITUTIONS listed in Part/'II of Schedule 1 (The Original Parties).&as original lenders (in this capacity,*"the Original Senior Lenders ); and~
.&FIRSTRAND BANK LIMITED (acting through1)its RAND MERCHANT BANK division) as agentDOl}qeYHwD,k&B !"#$%& 2 *of the other Finance Parties (the Facility!!Agent )."#$$____________________________1%)Created by Morningstar Document Research.0&(http://documentresearch.morningstar.com/x^=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }}6
#
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018 IT IS AGREED as follows:
1.1.32*Effective Date means the date on which the 1 )Facility Agent issues the notice referred
*
"to in Clause 2.1 (Effective Date).
1.1.4%Original Common Terms Agreement means
.
&the written agreement entitled "Common.&Terms Agreement", dated 21 July, 2017,/'between, among others, the Borrower (as.&borrower), the Original Senior Lenders5and the Facility Agent (as agent of the other/'Finance Parties) as amended pursuant to5the First Amendment and Restatement Agreementdated 9 March, 2018.
1.1.5.&Party means a party to this Agreement.
1.1.65Senior Facility E Agreement means the written%agreement entitled "Senior Facility E3+Agreement", dated on or about the Signature1)Date, between the Borrower (as borrower),1)the Original Senior Facility E Lender andthe Facility Agent.D,lxl`DKV>\l !"$ ____________________________1!)Created by Morningstar Document Research.0"(http://documentresearch.morningstar.com/
(=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
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Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }U}$4
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018 IT IS AGREED as follows:%Unless expressly otherwise defined in  %this Agreement, terms and expressions
0
(defined in the Amended & Restated Common0(Terms Agreement have the same meaning inthis Agreement.
333333?Construction/'The provisions of clause 1 (Definitions0(and Interpretation), Clause 33 (Notices)1)and Clause 36 (General Provisions) of the1)Amended & Restated Common Terms Agreement3+apply to this Agreement as though they were1)set out in full in this Agreement, except1)that references to the Amended & Restated2*Common Terms Agreement are to be construed( as references to this Agreement.$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/@\Dxl`#f?'f%`e=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
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Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }U}y<
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018 IT IS AGREED as follows:@6.Amendment and restatement of Finance Documents
/
'Subject to the terms of this Agreement,2*on and with effect from the Effective Date0(the Original Common Terms Agreement will
:
2be amended so that it reads as if it were restated2*in the form set out in Schedule 3 (Amended%and Restated Common Terms Agreement). @Finance Documents3+On and with effect from the Effective Date,2*any reference in a Finance Document to the5"Common Terms Agreement" shall be a reference1)to that agreement as amended and restated#pursuant to this Agreement.$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/>0xl`{;rZ+I=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
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Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }}7
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018OGit or its include, unless the context otherwise requires, each Obligor.
4.4.1/'any law or regulation applicable to it;
4.4.26
.its or any of its Subsidiaries' constitutional
documents; or
4.4.34
,any material agreement or instrument binding1)upon it or any of its Subsidiaries or any1)of its or any of its Subsidiaries' assets.&or constitute a default or termination0(event (however described) under any such agreement or instrument.$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/4UI=1eMD=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }}6
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018OGit or its include, unless the context otherwise requires, each Obligor.
4.5.15to enable it lawfully to enter into, exercise 2 *its rights and comply with its obligations
/
'under the Finance Documents to which itis a party;
4.5.21
)to make the Finance Documents to which it0(is a party admissible in evidence in its*"jurisdiction of incorporation; and
4.5.32*for it and those of its Subsidiaries which2*are members of the Group to carry on their%respective businesses in the ordinary3+course and in all material respects as they/'are being conducted, have been obtained5or effected and are in full force and effect.$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/<UI=1fC+kSJ=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }U}U5
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018OGit or its include, unless the context otherwise requires, each Obligor.ffffff@0(confirms its acceptance of the Amendment
Documents;
@4,agrees that it is bound as an Obligor by the%terms of the Amendment Documents; and
333333@4,(if a Guarantor) confirms that its guarantee1)under clause 18 (Guarantee and Indemnity).&of the Original Common Terms Agreement4,and under any other Finance Document entered"into with a Finance Party:$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/4UI=1g*I=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }$}U5
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018OGit or its include, unless the context otherwise requires, each Obligor.~
&
GOVERNING LAW
1
)This Agreement is governed by the laws of
South Africa.~
*
COUNTERPARTS4,This Agreement may be executed in any number1)of counterparts. This has the same effect0(as if the signatures on the counterparts0(were on a single copy of this Agreement.$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/4XUI=1
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }$}$4}0}U
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#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018THE ORIGINAL OBLIGORS"Name of Original GuarantorJurisdiction ofRegistration number
Incorporation (or equivalent, if any)~
$
Net1 UEPS Technologies, Inc.
State of Florida,
N/A
United States~
.&Net1 Applied Technologies South AfricaSouth Africa2002/031446/07
Proprietary Limited~
3+Cash Paymaster Services Proprietary LimitedSouth Africa1971/007195/07~
#EasyPay Proprietary LimitedSouth Africa1983/008597/07~
0(Manje Mobile Electronic Payment ServicesSouth Africa2008/004377/07Proprietary Limited~
0(Moneyline Financial Services ProprietarySouth Africa1998/020799/07Limited~
0(Net1 FIHRST Holdings Proprietary LimitedSouth Africa2009/022023/07~
"1)Net1 Finance Holdings Proprietary LimitedSouth Africa1998/020801/07~
&1)Net1 Mobile Solutions Proprietary LimitedSouth Africa2006/009851/07~
*/'Net1 Universal Electronic TechnologicalSouth Africa2009/001034/07 SolutionsProprietary Limited~
.*"Prism Holdings Proprietary LimitedSouth Africa1998/018949/07~
2.&Prism Payment Technologies ProprietarySouth Africa1990/005062/07Limited~
6'RMT Systems Proprietary LimitedSouth Africa2001/028826/07D
l{ocA[} R3JbA6 !"#$ !$"____________________________1#)Created by Morningstar Document Research.0$(http://documentresearch.morningstar.com/
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }$}6
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018#THE ORIGINAL SENIOR LENDERSName of Lender~
. &FirstRand Bank Limited (acting through
(
its Rand Merchant Bank division)~
5Nedbank Limited (acting through its Corporate( and Investment Banking division)
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }}:
'
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018CONDITIONS PRECEDENT
1.2.14,approving the terms of, and the transactions / 'contemplated by, this Agreement and (in
5
the case of the Borrower) the Senior Facility1)E Agreement and resolving that it execute80this Agreement and (in the case of the Borrower)
(
the Senior Facility E Agreement;
1.2.21)authorising it, for all purposes required4,under sections 45 and/or 46 of the Companies80Act (as applicable), to provide the " financial5assistance " and to make any " distribution "4,that may arise as a result of its entry into1)of this Agreement and (in the case of the2*Borrower) the Senior Facility E Agreement;
1.2.31)authorising a specified person or persons2*to execute this Agreement and (in the case80of the Borrower) the Senior Facility E Agreementon its behalf; and
1.2.42*authorising a specified person or persons,2*on its behalf, to sign and/or despatch all1)documents and notices to be signed and/or/'despatched by it under or in connectionDlpdVx4c"@o !"#$%& 3 +with this Agreement and (in the case of the!2!*Borrower) the Senior Facility E Agreement."#$$____________________________1%)Created by Morningstar Document Research.0&(http://documentresearch.morningstar.com/x{oc;=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }U}I;
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018CONDITIONS PRECEDENT?2*A copy of a special resolution duly passed 3 +by the holders of the issued shares of each
.
&Original Guarantor authorising it, for.&all purposes required under section 4591of the Companies Act, to provide the " financial
2
*assistance " that may arise as a result of1)its entry into this Agreement and (in the1)case of the Borrower) the Senior FacilityE Agreement.ffffff?2*A specimen of the signature of each person%authorised by the resolution referred"to in paragraph 1.2 above.?4,A certificate of the Borrower and each other.&Original Obligor (signed by a director'or other authorised signatory):$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/@{Dpd]P,]EznF=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }}y<
!
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018CONDITIONS PRECEDENT
1.6.2.&the representations and warranties set 1 )out in Clause 19 (Representations) of the
1
)Amended & Restated Common Terms Agreement%are true and correct in all respects;
1.6.3:
2that no event or series of events or circumstances7/has occurred or arisen which, in the Borrower?s5opinion, is likely to have a Material AdverseEffect;
1.6.46.that no investigation, litigation, arbitration2*or administrative proceedings of or before7/any court, arbitral body, competent competition/'authority or other regulatory authority0(or government agency which, if adversely.&determined, will have or is reasonably0(likely to have a Material Adverse Effect6.have, to the best of its knowledge and belief,0(been started or threatened against it or any member of the Group.$____________________________1)Created by Morningstar Document Research.DDlpd!bJoP8d%g! 0 (http://documentresearch.morningstar.com/H=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }U}=
2
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018CONDITIONS PRECEDENT@0(A legal opinion of Webber Wentzel, legal 2 *advisers to the Finance Parties, addressed
2
*to the Facility Agent for and on behalf of%the Finance Parties, substantially in3+the form distributed to the Original Senior
/
'Lenders prior to signing this Agreement0(in respect of the legality, validity and0(enforceability of this Agreement and the$Senior Facility E Agreement.@1)A legal opinion of Cliffe Dekker Hofmeyr,/'legal advisers to the Obligors in South/'Africa, addressed to the Facility Agent1)for and on behalf of the Finance Parties,%substantially in the form distributed/'to the Original Senior Lenders prior to1)signing this Agreement, in respect of the/'capacity, powers and authority of those2*members of the Group incorporated in South80Africa which are party to the Finance Documents,3+to enter into and perform their obligations4,under this Agreement and the Senior Facility1)E Agreement and the due execution of this6.Agreement and the Senior Facility E Agreement.D lpd]['J L
@ !"#$%&'()*+,./01 !ffffff@4!,A legal opinion of DLA Piper, legal advisers"3"+to the Finance Parties in the US, addressed#2#*to the Facility Agent for and on behalf of$$%the Finance Parties, substantially in%3%+the form distributed to the Original Senior&0&(Lenders prior to signing this Agreement,'8'0in respect of the capacity, powers and authority(2(*of those members of the Group incorporated);)3in the US which are party to the Finance Documents,*3*+to enter into and perform their obligations+2+*under this Agreement and the due execution,,of this Agreement..$/____________________________10)Created by Morningstar Document Research.01(http://documentresearch.morningstar.com/(<T[YA=PF0*8X>
@1100//
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }}a/
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018CONDITIONS PRECEDENT
3.1.1this Agreement;
3.1.2$
the Intercreditor Agreement;
3.1.3( the Senior Facility E Agreement;
3.1.4/'the Senior Facility E Security Cession;$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/,pd8 z6*=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }$}:
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018CONDITIONS PRECEDENT~
Credit Approval
/
'The approval of the credit committee of3+each Original Lender of the grant of Senior4,Facility E to the Borrower under the Finance
Documents.~
'Know Your Customer Requirements%Such documentation and other evidence2*as is reasonably requested by the Facility3+Agent (for itself or on behalf of any other4,Finance Party) to carry out and be satisfied/'that it has complied with all necessary4,know your customer or similar identification80procedures under applicable laws and regulations%(including the Financial Intelligence6.Centre Act, 2001) pursuant to the transactions.&contemplated in the Finance Documents.$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/Dlpd;#];#SI~@4(=PF0*8X>
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CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }U}I;
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018CONDITIONS PRECEDENTffffff@0(A copy of the Fidelity Insurance Policy.
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&A copy of the Fidelity CashinTransit
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*A copy of any other authorisation or other0(document, opinion or assurance which the0(Facility Agent considers to be necessary5(if it has notified the Borrower accordingly)91in connection with the entry into and performance/'of the transactions contemplated by any0(Finance Document or for the validity and/'enforceability of any Finance Document.$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/8=pd@{2th\4=PF0*8X>
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CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }$}2}
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#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018CONTENTSClausePage
~
&Definitions and Interpretation~
~
The Senior Facilities~
n~
Purpose~
v~
!Conditions of Utilisation~
v~
Utilisation~
z~
Repayment~
~~
#Prepayment and Cancellation~
~~
"( Prepayment Offers and priorities~
~
&%Interest and Interest Periods~
~
*.&Changes to the Calculation of Interest~
~
.#Break Costs and Break Gains~
DlpN*_;P,p(M !"#$%&'()*+,./0123456789:;<=>? ~
!2!Fees~
!"""~
#6$#Tax Grossup and Indemnities~
#$$$~
%:%Changes in Costs~
%&&&~
'>'Other Indemnities~
'(((~
)B!)Mitigation by the Lenders~
)***~
+F+Costs and Expenses~
+,,,~
JGuarantee and Indemnity~
...~
/N/Representations~
/000~
1R 1Information Undertakings~
1222~
3V3Financial Covenants~
3444~
5Z5General Undertakings~
5666~
7^7Events of Default~
7^888~
9b9Changes to the Lenders~
9v:::~
;f;Changes to the Obligors~
;~<<<~
=j"=The Administrative Parties~
=>>>~
?n)?!Sharing Among the Finance Parties~
?DlH$k*iEK'j,c@ABCDEFGHIJKLMNOPQRSTUVWX@@@~
Ar2A*Conduct of Business by the Finance Parties~
ABBB~
CvCFinance Party Rights~
CDDD~
EzEPayment Mechanics~
EFFF~
G~GSetoff~
GHHH~
I%ICalculations and Certificates~
IJJJ~
KKNotices~
KLLL~
MMAmendments and Waivers~
MNNN~
OOConfidentiality~
OPPP~
QQGeneral Provisions~
QRRR~
SS
Governing Law~
STU$V____________________________1W)Created by Morningstar Document Research.0X(http://documentresearch.morningstar.com/6Sf*zV\8J>2
=PF0*8X>
@"XXWWVV
l ^v
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }U}}U
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018CONTENTS~
Jurisdiction~
~
Waiver of Jury Trial~
~
Waiver of Immunity~
$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/(Tp<~rf>=PF0*8X>
@
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }}*}U
"
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018CONTENTS
Schedule 1The Original Parties~
Schedule 2
Conditions Precedent~
Schedule 3$Form of Transfer Certificate~
Schedule 4!Forms of Accession Letter~
Schedule 5"Form of Resignation Letter~
Schedule 6&Form of Compliance Certificate~
Schedule 7&Form of Auditors Certification~
Schedule 8Acceptable Lenders~
Schedule 9+#Form of Confidentiality Undertaking~
Schedule 10Disclosure Schedule~
*Schedule 11Dormant Subsidiaries~
.$____________________________Dlp,T0yUq/P, !1 )Created by Morningstar Document Research.0!(http://documentresearch.morningstar.com/=PF0*8X>
@!!
l 'P/
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }U}y<
'
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018'THIS AGREEMENT is made between:~
.&NET1 APPLIED TECHNOLOGIES SOUTH AFRICA 2 *PROPRIETARY LIMITED , registration number
'
2002/031446/07 (the Borrower );~
.&NET1 UEPS TECHNOLOGIES, INC. a Florida
corporation ( Holdco );~
0(THE PARTIES listed in Part I of Schedule7/1 (The Original Parties) as original guarantors#(the Original Guarantors );~
.&FIRSTRAND BANK LIMITED (ACTING THROUGH4,ITS RAND MERCHANT BANK DIVISION) and NEDBANK%LIMITED (ACTING THROUGH ITS CORPORATE6.AND INVESTMENT BANKING DIVISION) , as mandated:2lead arrangers (in this capacity, the Arrangers );~
1)THE FINANCIAL INSTITUTIONS listed in Part/'II of Schedule 1 (The Original Parties).&as original lenders (in this capacity,*"the Original Senior Lenders ); and~
.&FIRSTRAND BANK LIMITED (ACTING THROUGH1)ITS RAND MERCHANT BANK DIVISION) as agentDPl}qeYHwD,k%A !"#$%& 2 *of the other Finance Parties (the Facility!!Agent )."#$$____________________________1%)Created by Morningstar Document Research.0&(http://documentresearch.morningstar.com/x^=PF0*8X>
@&&%%$$
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1)
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }$ }}8
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018 SECTION 1(a)7/any of Absa Bank Limited, Capitec Bank Limited,  %FirstRand Bank Limited, Grindrod Bank
/
'Limited, Investec Bank Limited, Nedbank5Limited and The Standard Bank of South AfricaLimited;
(b)1)a bank or financial institution which has1)an international rating for its longterm.&unsecured and noncredit enhanced debt1)obligations of BBB or higher by Standard3+& Poor's Ratings Services or Baa3 or higher%by Moody's Investor Services Limited,6.or a comparable rating from an internationally+#recognised credit rating agency; or(c)/'any other bank or financial institution'approved by the Facility Agent;$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/@7D{o4Ga[
=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }}8
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018 SECTION 1
1.1.27/Accession Letter means a document substantially 3 +in the form set out in Part I of Schedule 4
#
(Form of Accession Letter);
1.1.31)Additional Guarantor means a person which
5
becomes an Additional Guarantor in accordance1)with Clause 25.2 (Additional Guarantors);
1.1.41)Administrative Parties means the Arranger2*and the Facility Agent (and Administrative2*Party , as the context requires, means any of them);
1.1.54,Affiliate , in relation to any person, means0(a Subsidiary of that person or a Holding7/Company of that person, or any other Subsidiary of that Holding Company;$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/@SD{o#O
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }}y<
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#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018 SECTION 1
1.1.6/'Applicable Margin means, for any amount  %(including an Unpaid Sum) outstanding
/
'under a particular Senior Facility, the:2rate per annum specified as such in the applicable"Senior Facility Agreement;
1.1.7.&Approved Bank means an Acceptable Bank1)which has been given and has acknowledged1)all notices (if any) required to be given5to it under an applicable Security Agreement;
1.1.82*Auditors means Deloitte, or any other firm2*appointed or otherwise approved in advance0(by the Facility Agent in accordance with!Clause 20.5.2 (Auditors);
1.1.93+Availability Period , in relation to Senior6.Facility A, Senior Facility B, Senior Facility/'C, Senior Facility D or Senior Facility4,E, has the meaning given to that term in the%applicable Senior Facility Agreement;1.1.104,Available Commitment , in relation to Senior6.Facility A, Senior Facility B, Senior FacilityDl{o+e3Vp0Y !"#$%&' / 'C, Senior Facility D or Senior Facility!1!)E, means a Lender's Commitment under that""Senior Facility minus:#$$%____________________________1&)Created by Morningstar Document Research.0'(http://documentresearch.morningstar.com/RF:=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }}I;
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#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018 SECTION 11.1.11,$Available Distribution Amount means, 0 (at any relevant time, the maximum amount
6
.that the Borrower is entitled to pay to Holdco1)by way of cash distribution at that time,7/as determined in accordance with the conditions
2
*set out in Clause 22.19.2 (Distributions);1.1.122*Available Facility , in relation to Senior6.Facility A, Senior Facility B, Senior Facility/'C, Senior Facility D or Senior Facility1)E, means the aggregate for the time being%of each Lender's Available Commitment+#in respect of that Senior Facility;1.1.131)Base Rate means for an Interest Period of91any Loan or Unpaid Sum, JIBAR, or for an Interest2*Period of a Loan which is less than a full80period of three months (a Broken JIBAR Period ),.&the rate determined in accordance withthe following formula:$____________________________1)Created by Morningstar Document Research.DTl{of}7z?'U
0 (http://documentresearch.morningstar.com/H=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
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CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
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#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018 SECTION 11.1.140(BEE Party means a juristic person, trust 2 *or entity in respect of which historically
/
'disadvantaged persons beneficially hold3+and control at least the minimum percentage1)ownership interests therein and/or derive
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'therefrom the minimum economic benefits7/as may be stipulated from time to time pursuant2*to the applicable industry sector charter,2*as read with any applicable black economic/'empowerment codes of conduct and which,2*in any case, is not a member of the Group;1.1.15/'Cash Distribution has the meaning given0(to it in Clause 22.19.2 (Distributions);1.1.16/'Cash Distribution Prepayment Amount has4,the meaning given to it in Clause 22.19.2(f)(Distributions);1.1.17/'Cell C means Cell C Proprietary Limited%(registration number 1999/007722/07),4,a company registered under the laws of SouthAfrica;Dbl{o)e$\<[3U !"#$%&'()*+,./0123456789:;<=>? 1.1.180 (Cell C Shares means 75,000,000 shares in!$!the share capital of Cell C;""#1.1.199#1Break Costs , in relation to any Senior Facility,$1$)has the meaning given to that term in the%%%applicable Senior Facility Agreement;&&'1.1.207'/Break Gains in relation to any Senior Facility,(1()has the meaning given to that term in the))%applicable Senior Facility Agreement;**+1.1.218+0Business Day means a day (other than a Saturday,,/,'a Sunday or official public holiday) on1)which banks are open for general business..in Johannesburg;//01.1.2240,Cash Paymaster means Cash Paymaster Services101(Proprietary Limited (registration number22%1971/007195/07), a company registered3'3under the laws of South Africa;4451.1.2305(Closing Date means the date on which the656Facility Agent issues the notice contemplated757by Clause 4.1 (Initial conditions precedent);8891.1.24890Commitment means a Senior Facility A Commitment,:0:(a Senior Facility B Commitment, a Senior;0;(Facility C Commitment, a Senior Facility<7</D Commitment or a Senior Facility E Commitment;==>1.1.25.>&Companies Act means the Companies Act,?3?+2008, including all regulations promulgatedD ln
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CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
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CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }}1
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018 SECTION 11.1.321)DNI Shares means 44,999,999 shares in the share capital of DNI;
1.1.33/'Dormant Subsidiary means each member of0(the Group listed in Schedule 11 (Dormant
Subsidiaries);1.1.341)Environment means humans, animals, plants0(and all other living organisms including1)the ecological systems of which they form%part and the following media:$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/4f{o(^8 X#=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }$ }}7
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018 SECTION 1(a)/'air (including, without limitation, air . &within natural or manmade structures,
'
whether above or below ground);(b)%water (including, without limitation,
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'territorial, coastal and inland waters,6.water under or within land and water in drainsand sewers); and(c),$land (including, without limitation,land under water);$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/4{o!p$S/n=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
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Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }$ }}8
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018 SECTION 1(a)7/the pollution or protection of the Environment;
(b)2
*harm to or the protection of human health;
or
(c)/
'the generation, handling, storage, use,6.release, emission or spillage of any substance/'which, alone or in combination with any0(other, is capable of causing harm to the3+Environment, including, without limitation,
any waste;$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/4{o~Zo#f=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
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Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }}:
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018 SECTION 11.1.37%Environmental Permit means any permit . &and other authorisation and the filing
1
)of any notification, report or assessment0(required under any Environmental Law for3+the operation of the business of any member
3
+of the Group or in respect of any immovable1)properties owned or used by any member of
the Group;1.1.3880Event of Default means any event or circumstance3+specified in Clause 23 (Events of Default);1.1.39FATCA means:$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/8{o,m*lY=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
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Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }$ }}>
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018 SECTION 1(a)5sections 1471 to 1474 of the Code, as amended 0 (from time to time, any current or future
/
'regulations or official interpretations/'thereof and any agreements entered into0(pursuant to section 1471(b) of the Code;
(b)2*any treaty, law or regulation of any other91jurisdiction, or relating to an intergovernmental<4agreement between the US and any other jurisdiction,.&which (in either case) facilitates the/'implementation of any law or regulation.&referred to in paragraph (a) above; or(c)4,any agreement pursuant to the implementation1)of any treaty, law or regulation referred2*to in paragraphs (a) or (b) above with the6.US Internal Revenue Service, the US government1)or any governmental or taxation authority"in any other jurisdiction;$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/D, l{o9x#6u(;=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }}7
+
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018 SECTION 11.1.410(FATCA Exempt Party means a Party that is . &entitled to receive payments free from
any FATCA Deduction;1.1.426.Fee Letter means any letter or letters entered
2
*into by reference to this Agreement, dated/'on or about the Signature Date, between.&one or more Administrative Parties and0(the Borrower setting out any of the fees( referred to in Clause 12 (Fees);1.1.434,Fidelity Insurance Policy means the contract2*or policy of insurance with Senate Transit1)Underwriters Managers Proprietary Limited%insuring cashintransit taken out by3+or on behalf of the Borrower on or about 25September, 2018;1.1.440(Fidelity CashinTransit Agreement means.&the cashin transit agreement dated on4,or about 26 September, 2018 between Fidelity.&Cash Solutions Proprietary Limited and
the Borrower;DDl{o)[\$?9y !"#$%&'()* 1.1.450 (Final Maturity Date , in relation to any!.!&Senior Facility, has the meaning given"6".to that term in the applicable Senior Facility##
Agreement;$$%1.1.465%Final Discharge Date means the date on which:&'$(____________________________1))Created by Morningstar Document Research.0*(http://documentresearch.morningstar.com/6q=PF0*8X>
@**))((
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }$ }}8
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#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018 SECTION 1(a)this Agreement;
(b)6
.the First Amendment and Restatement Agreement;(c)7/the Second Amendment and Restatement Agreement;
(d)'each Senior Facility Agreement;(e)$the Subordination Agreement;(f)0(the Master Implementation and Funds Flow
Agreement;(g)each Security Document;(h)any Fee Letter;(i)$the Intercreditor Agreement;(j)a Transfer Certificate;(k)any Accession Letter;(l)any Resignation Letter;Dl{o9F"uQrNO+ !"#$ !$"____________________________1#)Created by Morningstar Document Research.0$(http://documentresearch.morningstar.com/
P=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
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Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }$ }}2
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018 SECTION 1(m) any Utilisation Request;
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CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
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10/02/2018 SECTION 1(a)2*moneys borrowed, credit provided and debit + #balances at financial institutions;
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CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
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CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }$ }}7
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018 SECTION 1(a)1)any knowhow, patent, trade mark, service 4 ,mark, design, invention, trading or business
3
+name, domain name, topographical or similarright;
(b)6
.any copyright, data base or other intellectualproperty right; or(c)1)any interest and rights to use (including( by way of licence) in the above,$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/2{oV23=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }}8
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018 SECTION 11.1.597/Intercreditor Agreement means the intercreditor  %agreement between the Finance Parties
3
+in relation to this Agreement and the otherFinance Documents;
1.1.603
+Interest Period , in relation to any Senior/'Facility, has the meaning given to that.&term in the applicable Senior Facility
Agreement;1.1.612*Interest Payment Date , in relation to any.&Senior Facility, has the meaning given6.to that term in the applicable Senior Facility
Agreement;1.1.620(ITA means the Income Tax Act 58 of 1962;1.1.632*JIBAR means, for an Interest Period of anyLoan or Unpaid Sum:$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/Dl{o"x`x`rZ}qI=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
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Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }$ }}m)
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018 SECTION 1(a)&the Senior Facility A Lenders;
(b)&
the Senior Facility B Lenders;(c)&the Senior Facility C Lenders;
(d)*"the Senior Facility D Lenders; and(e)&the Senior Facility E Lenders,$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/0{o*X4vjB=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19) Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
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Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }}8
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018;3Lender, as the context requires, means any of them;1.1.672*Loan means a loan made or to be made under 2 *a Senior Facility, or the principal amount
3
+outstanding of that loan from time to time;1.1.68*"Longstop Date means 31 July, 2017;
1.1.696.Master Implementation and Funds Flow Agreement/'means the implementation and funds flow3+agreement, dated on or about 14 July, 2017,7/between, among others, Cell C and the Borrower;1.1.70.&Material Adverse Effect means an event2*or circumstance which has or is reasonably0(likely to have a material adverse effecton:$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/<i]QEx` }:U=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
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Pledge (2)
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Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }$ }}I;
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018;3Lender, as the context requires, means any of them;(a)%the business, operations, property or  %condition (financial or otherwise) of
.
&the Borrower, any other Obligor and/or#the Group taken as a whole;
(b)0
(the ability of an Obligor to perform its0(obligations under the Finance Documents;
or(c)5the validity or enforceability of the Finance3+Documents or the validity or enforceability2*of, or the effectiveness or ranking of any1)Transaction Security granted or purported4,to be granted pursuant to any of the Finance2*Documents or the rights or remedies of any91Finance Party under any of the Finance Documents;$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/>0i]QEf'hB{B=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }$ }}:
"
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018;3Lender, as the context requires, means any of them;(b)/'if a Subsidiary of the Borrower becomes 5 a member of the Group after the date on which
1
)the latest audited consolidated financial6.statements of the Borrower have been prepared,1)the gross assets, EBITDA or total revenue
2
*of that Subsidiary will be determined from5its latest consolidated financial statements;(c)%the gross assets, Consolidated EBITDA80or total revenue of the Group will be determined6.from the latest audited consolidated financial#statements of the Borrower;(d)0(the EBITDA of a Subsidiary (or a company5or business subsequently acquired or disposed0(of) will be determined on the same basis4,as Consolidated EBITDA (as defined in Clause,$1.2 (Financial Definitions)), except/'that references to the Borrower will be3+construed as references to that Subsidiary,company or business.$____________________________Dt li]QEYlWSfL@ !1 )Created by Morningstar Document Research.0!(http://documentresearch.morningstar.com/=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }$ }}:
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018;3Lender, as the context requires, means any of them;(i)/'each Original Guarantor (other than the
Borrower);
(ii)/'any Subsidiary of the Borrower which is/'a direct Holding Company of an Obligor;
(iii)0(each directly or indirectly whollyowned.&Subsidiary of the Borrower (other than#any Dormant Subsidiary); or(iv)3+any member of the Group to which an Obligor0(or a Material Subsidiary disposes of all1)or any substantial part of its assets (on80the date of that transfer and for any applicableperiod thereafter);$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/<gi]QEVL
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }$ }}8
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018;3Lender, as the context requires, means any of them;(a)/'(subject to paragraph (c) below) if the . &numerically corresponding day is not a
2
*Business Day, that period shall end on the0(next Business Day in that calendar month2*in which that period is to end if there is
3
+one, or if there is not, on the immediatelypreceding Business Day;(b)0(if there is no numerically corresponding6.day in the calendar month in which that period4,is to end, that period shall end on the last0(Business Day in that calendar month; and(c)0(if an Interest Period begins on the last7/Business Day of a calendar month, that Interest1)Period shall end on the last Business Day4,in the calendar month in which that InterestPeriod is to end;$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/BXi]QE_v;v&gwB6*=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }}>
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#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018;3Lender, as the context requires, means any of them;1.1.75/'Original Financial Statements means the 1 )audited consolidated financial statements
4
,of the Borrower for the financial year ended30 June, 2016;
1.1.760
(Original Obligors means the Borrower and%the Original Guarantors (and Original0(Obligor , as the context requires, means
any of them);1.1.77/'Original Senior Facility A Lender means/'each Original Senior Lender which has a1)Senior Facility A Commitment set opposite;3its name in Column 4 (Senior Facility A Commitment)2*of the table in Part II of Schedule 1 (TheOriginal Parties);1.1.78/'Original Senior Facility B Lender means/'each Original Senior Lender which has a1)Senior Facility B Commitment set opposite;3its name in Column 5 (Senior Facility B Commitment)2*of the table in Part II of Schedule 1 (TheOriginal Parties);Dkli]QE{U=zU=xd%W !"#$%&'()*+,./0123456789:;<=>? 1.1.79/ 'Original Senior Facility C Lender means!/!'each Original Senior Facility A Lender;""#1.1.80/#'Original Senior Facility D Lender means$5$the Original Senior Lender which has a Senior%.%&Facility D Commitment set opposite its&7&/name in Column 6 (Senior Facility D Commitment)'2'*of the table in Part II of Schedule 1 (The((Original Parties);))*1.1.81/*'Original Senior Facility E Lender means+5+the Original Senior Lender which has a Senior,.,&Facility E Commitment set opposite its7/name in Column 7 (Senior Facility E Commitment).2.*of the table in Part II of Schedule 1 (The//Original Parties);0011.1.82.1&Party means a party to this Agreement;2231.1.833%Permitted Acquisition has the meaning4941given to that term in Clause 22.9 (Acquisitions);5561.1.8476/Permitted BEE Transaction means any acquisition707(of shares or interests by or disposal of838+shares or interest to a BEE Party, provided929*that the transaction is concluded in order:4:,to comply with the requirements of the Group;1;)or any member thereof under an applicable<0<(code of good practice issued in terms of=3=+section 9 of the Broad Based Black Economic>>Act 53 of 2003;??D ldUG V>V>n,g$@ABCDEFGHIJKLMNOPQRSTUVWXYZ[\]^_@1.1.850@(Permitted Disposal has the meaning givenA0A(to that term in Clause 22.6 (Disposals);BBC1.1.86.C&Permitted Distribution has the meaningD<D4given to that term in Clause 22.19.1 (Distribution);EEF1.1.87F%Permitted Encumbrance has the meaningG3G+given to that term in Clause 22.4 (NegativeHHpledge);IIJ1.1.88,J$Permitted Financial Indebtedness hasK0K(the meaning given to that term in ClauseL&L22.5 (Financial Indebtedness);MMN1.1.891N)Permitted Guarantee has the meaning givenO1O)to that term in Clause 22.12 (Third partyPPguarantees);QQR1.1.90/R'Permitted Loan has the meaning given toS.S&that term in Clause 22.11 (Loans out);TTU1.1.913U+Permitted Share Issue has the meaning givenV7V/to that term in Clause 22.18.2 (Share capital);WWX1.1.92.X&Permitted Treasury Transaction has theY2Y*meaning given to that term in Clause 22.13Z Z(Treasury Transactions);[\$]____________________________1^)Created by Morningstar Document Research.0_(http://documentresearch.morningstar.com/Dlzbw4zD,h#=%ocW/=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
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Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }I }:
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#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018;3Lender, as the context requires, means any of them;1.1.941)Quotation Day , in relation to any period 7 /for which an interest rate is to be determined,
2
*means the first day of that period or such2*other day as the Facility Agent determines/'is generally treated as the rate fixing
2
*day by market practice in the Johannesburginterbank market;1.1.95.&Recovered Net Proceeds has the meaning3+given to that term in Clause 7.4 (Mandatory4,prepayment  material disposal and insurance
proceeds);1.1.9680Reference Banks means the principal Johannesburg/'offices of Absa Bank Limited, FirstRand4,Bank Limited, Investec Bank Limited, Nedbank5Limited and The Standard Bank of South Africa80Limited, or such other banks as may be appointed2*by the Facility Agent in consultation with
the Borrower;1.1.975Related Fund in relation to a fund (the first80fund ), means a fund which is managed or advised4,by the same investment manager or investmentDli]QEu3qlVD !"#$%&'()*+,./0123456789:;<=>? 6 .adviser as the first fund or, if it is managed!7!/by a different investment manager or investment"0"(adviser, a fund whose investment manager#0#(or investment adviser is an Affiliate of$4$,the investment manager or investment adviser%%of the first fund;&&'1.1.98/''Repayment Instalment means, in relation(7(/to a Senior Facility, each scheduled instalment)2)*for the repayment of a Senior Loan, as set*6*.out in the relevant Senior Facility Agreement;++,1.1.99/,'Repeating Representations means, at any0(time, the representations and warranties.5.which are made or deemed to be repeated under/6/.Clause 19.30 (Times for making representations00and warranties);1121.1.10002(Representative means any representative,303(delegate, agent, manager, administrator,404(nominee, attorney, trustee or custodian;5561.1.10176/Resignation Letter means a letter substantially727*in the form set out in Schedule 5 (Form of88Resignation Letter);99:1.1.102 :Sanctioned Entity means:;<$=____________________________1>)Created by Morningstar Document Research.0?(http://documentresearch.morningstar.com/D" ls3m(YAw1 j*V>=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }$ }}8
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018;3Lender, as the context requires, means any of them;(a)the United Nations;
(b)
the European Union;(c)0(the Council of Europe (founded under the
Treaty of London, 1946);(d)7/the government of the United States of America;(e)%the government of the United Kingdom;(f)1)the government of the Republic of France,$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/6i]QE:``=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }$ }}U5
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018kcOFAC), the US Department of Commerce, the US State Department or the US Department of the Treasury,(a)/'a mortgage bond, notarial bond, cession 4 ,in security, pledge, hypothec, lien, charge,

%assignment or other security interest0(securing any obligation of any person or1)any other agreement or arrangement having
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(a similar effect but excluding statutorypreferences;(b)3+any arrangement under which money or claims2*may be applied, set off or made subject to1)a combination of accounts so as to effect3+discharge of any sum owed or payable to any
person; or(c)0(any other type of preferential agreement2*or arrangement (including title retention)0(having an effect similar to the creationof a security interest;$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/BX9!w.IUg~C7+=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }I }2
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018kcOFAC), the US Department of Commerce, the US State Department or the US Department of the Treasury,1.1.110%Security Agreement means the Security Cession & Pledge;
1.1.1112*Security Cession & Pledge means the pledge1)and cession in securitatem debiti of all
2
*the shares, securities and other ownership1)interests it holds in Cell C and DNI with0(all its debt claims (on shareholder loan.&account or otherwise) against any suchperson;1.1.112 Security Document means:$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/69!GCW=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }I }y<
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#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018kcOFAC), the US Department of Commerce, the US State Department or the US Department of the Treasury,1.1.113/'Senior Facilities means Senior Facility 0 (A, Senior Facility B, Senior Facility C,
/
'Senior Facility D and Senior Facility E7/(and Senior Facility , as the context requires,means any of them);
1.1.1143+Senior Facility Agreements means the Senior1)Facility A Agreement, the Senior Facility5B Agreement, the Senior Facility C Agreement,/'the Senior Facility D Agreement and the/'Senior Facility E Agreement (and Senior5Facility Agreement , as the context requires,means any of them);1.1.115/'Senior Facility Loan means a Loan undera Senior Facility;1.1.116.&Senior Facility A means the amortising.&term loan facility described in Clause0(2 (The Senior Facilities) made available4,under this Agreement and the Senior FacilityA Agreement;1.1.117:2Senior Facility A Agreement means the R750,000,000Dl9!P ;x3h#a= !"#$%&'() 0 (amortising term loan facility agreement,!5!dated on or about the Signature Date, between"/"'the Original Senior Facility A Lenders,#/#'the Facility Agent and the Borrower (as$$
borrower);%&$'____________________________1()Created by Morningstar Document Research.0)(http://documentresearch.morningstar.com/{<=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }I }=
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#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018NFSenior Facility A Lender, as the context requires, means any of them);1.1.1201)Senior Facility A Loan means a Loan under Senior Facility A;
1.1.121/'Senior Facility A Outstandings means at2*any time, in relation to a Senior Facility
1
)A Lender, the aggregate of all amounts of/'loan principal, accrued interest, Break%Costs, prepayment penalties, fees and0(all other amounts outstanding in respect80of Senior Facility A under the Finance Documents1)(including, without limitation, any claim0(for damages or restitution, any claim as1)a result of any recovery by an Obligor or0(another person of a payment or discharge2*under the Finance Documents on the grounds2*of preference, and each amount which would3+be included in any of the above but for any6.discharge, nonprovability or unenforceability;3of a claim in any insolvency or other proceedings);1.1.122.&Senior Facility B means the amortising.&term loan facility described in Clause0(2 (The Senior Facilities) made available4,under this Agreement and the Senior FacilityD lVJ>2b c#ZUi$ !"#$%&'()*+,. B Agreement;!!"1.1.123:"2Senior Facility B Agreement means the R500,000,000#0#(amortising term loan facility agreement,$5$dated on or about the Signature Date, between%/%'the Original Senior Facility B Lenders,&/&'the Facility Agent and the Borrower (as''
borrower);(()1.1.124+)#Senior Facility B Commitment means:*+$,____________________________1)Created by Morningstar Document Research.0.(http://documentresearch.morningstar.com/"s3pN6=PF0*8X>
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CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }I }=
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#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018NFSenior Facility B Lender, as the context requires, means any of them);1.1.1261)Senior Facility B Loan means a Loan under Senior Facility B;
1.1.127/'Senior Facility B Outstandings means at2*any time, in relation to a Senior Facility
1
)B Lender, the aggregate of all amounts of/'loan principal, accrued interest, Break%Costs, prepayment penalties, fees and0(all other amounts outstanding in respect80of Senior Facility B under the Finance Documents1)(including, without limitation, any claim0(for damages or restitution, any claim as1)a result of any recovery by an Obligor or0(another person of a payment or discharge2*under the Finance Documents on the grounds2*of preference, and each amount which would3+be included in any of the above but for any6.discharge, nonprovability or unenforceability;3of a claim in any insolvency or other proceedings);1.1.128.&Senior Facility C means the amortising.&term loan facility described in Clause0(2 (The Senior Facilities) made available4,under this Agreement and the Senior FacilityD lVJ>2b c#ZUi$ !"#$%&'()*+,./0123456789:;<=>? C Agreement;!!"1.1.1298"0Senior Facility C Agreement means the amortising#.#&term loan facility agreement, dated on$0$(or about the Signature Date, between the%/%'Original Senior Facility C Lenders, the&6&.Facility Agent and the Borrower (as borrower);''(1.1.1304(,Senior Facility C Commitment has the meaning)2)*given to that term in Clause 2.3.2 (Senior**Facility C);++,1.1.1310,(Senior Facility C Lender has the meaning2*given to that term in Clause 2.3.2 (Senior..Facility C);//01.1.13210)Senior Facility C Loan means a Loan under11Senior Facility C;2231.1.133/3'Senior Facility C Outstandings means at424*any time, in relation to a Senior Facility515)C Lender, the aggregate of all amounts of6/6'loan principal, accrued interest, Break77%Costs, prepayment penalties, fees and808(all other amounts outstanding in respect9890of Senior Facility C under the Finance Documents:1:)(including, without limitation, any claim;0;(for damages or restitution, any claim as<1<)a result of any recovery by an Obligor or=0=(another person of a payment or discharge>2>*under the Finance Documents on the grounds?2?*of preference, and each amount which wouldD lu7rZJZBy:u4s@ABCDEFGHIJKLMNOPQRSTU@3@+be included in any of the above but for anyA6A.discharge, nonprovability or unenforceabilityB;B3of a claim in any insolvency or other proceedings);CCD1.1.134.D&Senior Facility D means the amortisingE.E&term loan facility described in ClauseF0F(2 (The Senior Facilities) made availableG4G,under this Agreement and the Senior FacilityHHD Agreement;IIJ1.1.135:J2Senior Facility D Agreement means the R210,000,000K0K(amortising term loan facility agreement,L9L1dated on or about the date of the First AmendmentM.M&and Restatement Agreement, between theN/N'Original Senior Facility D Lenders, theO6O.Facility Agent and the Borrower (as borrower);PPQR$S____________________________1T)Created by Morningstar Document Research.0U(http://documentresearch.morningstar.com/0Ew,Q
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }I }>
.
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018NFSenior Facility D Lender, as the context requires, means any of them);1.1.1381)Senior Facility D Loan means a Loan under Senior Facility D;
1.1.139/'Senior Facility D Outstandings means at2*any time, in relation to a Senior Facility
1
)D Lender, the aggregate of all amounts of/'loan principal, accrued interest, Break%Costs, prepayment penalties, fees and0(all other amounts outstanding in respect80of Senior Facility D under the Finance Documents1)(including, without limitation, any claim0(for damages or restitution, any claim as1)a result of any recovery by an Obligor or0(another person of a payment or discharge2*under the Finance Documents on the grounds2*of preference, and each amount which would3+be included in any of the above but for any6.discharge, nonprovability or unenforceability;3of a claim in any insolvency or other proceedings);1.1.1406.Senior Facility E means the facility described0(in Clause 2 (The Senior Facilities) made.&available under this Agreement and the$Senior Facility E Agreement;D lVJ>2b c#ZUi !"#$%&'()*+, !1.1.141<!4Senior Facility E Agreement means the R1,500,000,000"1")facility agreement, dated on or about the#4#,date of the Second Amendment and Restatement$.$&Agreement, between the Original Senior%.%&Facility E Lenders, the Facility Agent&'&and the Borrower (as borrower);''(1.1.142+(#Senior Facility E Commitment means:)*$+____________________________1,)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/ T]E=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }}=
B
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018NFSenior Facility E Lender, as the context requires, means any of them);1.1.1441)Senior Facility E Loan means a Loan under Senior Facility E;
1.1.145/'Senior Facility E Outstandings means at2*any time, in relation to a Senior Facility
1
)E Lender, the aggregate of all amounts of/'loan principal, accrued interest, Break%Costs, prepayment penalties, fees and0(all other amounts outstanding in respect80of Senior Facility E under the Finance Documents1)(including, without limitation, any claim0(for damages or restitution, any claim as1)a result of any recovery by an Obligor or0(another person of a payment or discharge2*under the Finance Documents on the grounds2*of preference, and each amount which would3+be included in any of the above but for any6.discharge, nonprovability or unenforceability;3of a claim in any insolvency or other proceedings); 1.1.146 ;0(Senior Facility E Security Cession means0(the cession in securitatem debiti of all2*the banks accounts, insurances and relatedrights by the BorrowerD lVJ>2b c#ZUi !"#$%&'()*+,./0123456789:;<=>? !1.1.147/!'Senior Facility E Cash Pledge means the"2"*pledge of cash and cession in securitatem#1#)debiti the cash and related rights by the$$ Borrower;%%&1.1.1480&(Senior Facility Lenders means the Senior'/''Facility A Lenders, the Senior Facility(1()B Lenders, the Senior Facility C Lenders,)4),the Senior Facility D Lenders and the Senior*/*'Facility E Lenders (and Senior Facility+/+'Lender , as the context requires, means,,
any of them);.1.1.149..&Senior Facility Outstandings means the/2/*Senior Facility A Outstandings, the Senior040,Facility B Outstandings, the Senior Facility1:12C Outstandings, the Senior Facility D Outstandings2/2'and the Senior Facility E Outstandings;3341.1.150.4&Senior Loans means the Senior Facility515)A Loans, the Senior Facility B Loans, the646,Senior Facility C Loans, the Senior Facility747,D Loans and the Senior Facility E Loans (and858Senior Loan , as the context requires, means99
any of them);::;1.1.1514;,Shareholder Contribution means the aggregate<<
amount of:=>$?____________________________D l``]8 Uo.a<$@A1@)Created by Morningstar Document Research.0A(http://documentresearch.morningstar.com/=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }I }8

#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018NFSenior Facility E Lender, as the context requires, means any of them);1.1.152/'Signature Date means the date on which, 2 *once this Agreement has been signed by all
3
+the Parties, it is signed by the last Party to do so;
1.1.1531
)Smart Life means The Smart Life Insurance,$Company Limited (registration number%1965/003119/06), a company registered'under the laws of South Africa;1.1.1540(South Africa means the Republic of SouthAfrica;1.1.1557/Subordination Agreement means the subordination2*agreement, dated on or about the Signature.&Date, between, amongst others, Holdco,%the Borrower and the Finance Parties;1.1.156.&Subscription means the subscription by3+the Borrower for the Cell C Shares pursuant&to the Subscription Agreement;1.1.1573+Subscription Date means the "Implementation5Date" as defined in the Master ImplementationDhlVJ>2gF.m6R}8 !"#$%&'()*+, ! and Funds Flow Agreement;!!"1.1.1585"Subscription Agreement means the subscription#2#*agreement dated 19 June, 2017 between Cell$$C and the Borrower;%%&1.1.1593&+Subsidiary means in relation to any person:''()$*____________________________1+)Created by Morningstar Document Research.0,(http://documentresearch.morningstar.com/)k)xlD=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
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Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }$ }}0
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018NFSenior Facility E Lender, as the context requires, means any of them);(a)0(the Total Senior Facility A Commitments;
(b)0
(the Total Senior Facility B Commitments;(c)0(the Total Senior Facility C Commitments;
(d)0(the Total Senior Facility D Commitments;and(e)0(the Total Senior Facility E Commitments;$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/2VJ>2pLc?=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
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Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }I }=
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018NFSenior Facility E Lender, as the context requires, means any of them);1.1.1621)Total Senior Facility A Commitments means ; 3the aggregate of the Senior Facility A Commitments;
1.1.1631)Total Senior Facility B Commitments means;3the aggregate of the Senior Facility B Commitments;
1.1.164/'Total Senior Facility C Commitments has0(the meaning given to that term in Clause"2.3.2 (Senior Facility C);1.1.1651)Total Senior Facility D Commitments means;3the aggregate of the Senior Facility D Commitments;$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/8PVJ>2?V$yaUI!=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
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Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }I }=
"
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018NFSenior Facility E Lender, as the context requires, means any of them);1.1.1661)Total Senior Facility E Commitments means ; 3the aggregate of the Senior Facility E Commitments;
1.1.167/'Transaction Security means the Security2*created or expressed to be created for the
1
)benefit of the Finance Parties under this%Agreement, together with such further1)Security as a Finance Party may from time2*to time be given for the obligations of an,$Obligor under the Finance Documents;1.1.1686.Transfer has the meaning given to it in Clause7/24.1 (Cessions and delegations by the Lenders);1.1.1690(Transfer Certificate means a certificate5substantially in the form set out in Schedule53 (Form of Transfer Certificate) or otherwisein the agreed form;1.1.1702*Transfer Date , in relation to a Transfer,means the later of:$____________________________DJlVJ>2A@]rvj !1 )Created by Morningstar Document Research.0!(http://documentresearch.morningstar.com/=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }I }I;
8
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018NFSenior Facility E Lender, as the context requires, means any of them);1.1.1711)Treasury Transaction means any derivative . &transaction entered into in connection
2
*with protection against or to benefit from.&fluctuations in any rate, price, indexor credit rating;
1.1.1720(Unpaid Sum means any sum due and payable2*but unpaid by an Obligor under the Finance
Documents;1.1.1734,US and United States means the United States4,of America, its territories and possessions;1.1.1741)US Bankruptcy Law means the United States0(Bankruptcy Code of 1978 (Title 11 of the4,United States Code), any other United States/'federal or state bankruptcy, insolvencyor similar law;1.1.17591US Guarantor means a Guarantor that is organized,0(incorporated or formed under the laws of91the United States or any State thereof (including"the District of Columbia);DllVJ>2j,b@(9vO7^ !"#$%&'()*+,./01234567 1.1.1763 +Utilisation means a utilisation of a Senior!"!Facility by way of a Loan;""#1.1.1779#1Utilisation Date means the date of a Utilisation,$1$)being the date on which the relevant Loan%%is to be made;&&'1.1.1780'(Utilisation Request , in relation to any(/('Facility, has the meaning given to that).)&term in the applicable Senior Facility**
Agreement;++,1.1.1791,)VAT means value added tax as provided for1)in the Value Added Tax Act, 1991, and any.7./other Tax of a similar nature in a jurisdiction/$/other than South Africa; and0011.1.18041,ZAR , Rand or R means South African Rand,2,2$the lawful currency of South Africa.34$5____________________________16)Created by Morningstar Document Research.07(http://documentresearch.morningstar.com/4lVW8=PF0*8X>
@776655
l G
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }$ }}7
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018NFSenior Facility E Lender, as the context requires, means any of them);(a)3+the cash is accessible and may be withdrawn 2 *in full by a member of the Group within 30
days;(b)3+access to and withdrawal of the cash is not
0
(contingent on the prior discharge of any6.indebtedness of any person or the satisfactionof any other condition;(c)0(no Security exists over the cash or over6.claims in respect thereof (other than Security.&arising under the Security Documents);and(d)3+the cash is freely and (except as mentioned5in paragraph (a) above) immediately available0(to be applied in repayment or prepayment!of the Senior Facilities,$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/BXVJ>2iEUUnT=PF0*8X>
@
l ;
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }$ }}=
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#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018NFSenior Facility E Lender, as the context requires, means any of them);(b)5any amount of Tax on profits, gains or income 3 +paid or payable by members of the Group and
5
any amount of any rebate or credit in respect3+of Tax on profits, gains or income received.&or receivable by members of the Group;
(c)4,any depreciation or amortisation whatsoever,5and any charge for impairment or any reversal1)in that period of any previous impairmentcharge;(d)/'any loss against book value incurred by4,a member of the Group on the disposal of any/'asset (other than trading stock) duringthat period;(e)2*any gain over book value arising in favour3+of a member of the Group on the disposal of3+any asset (other than trading stock) during;3that period and any gain arising on any revaluation'of an asset during that period;(f)6.any unrealised gains or losses due to exchange1)rate movements which are reported throughD lVJ>2>.eAX(d{W !"#$%&'()*+,./0123456789: the income statement;!!!""(g)7"/any unrealised gains or losses on any financial##7#/instrument (other than any financial instrument$$4$,which is accounted for on a hedge accounting%%4%,basis) which are reported through the income&&&
statement;'''(((h)5(the amount of profit or loss of any associate))3)+entity (which is not a member of the Group)**9*1in which any member of the Group has an ownership++5+interest, to the extent (in respect of profit,,5,only) that the amount of such profit reported0(through the income statement exceeds the..1.)amount (net of any applicable withholding//5/tax) received in cash by members of the Group000%through distributions by that entity;111and22233(i)/3'any extraordinary and exceptional items4414)approved by the Facility Agent in writing55/5'before the applicable Measurement Date;67$8____________________________19)Created by Morningstar Document Research.0:(http://documentresearch.morningstar.com/:MZ,en";U
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }$ }}$4
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018NFSenior Facility E Lender, as the context requires, means any of them);(a)0(does not include any Permitted Financial . &Indebtedness pursuant to Clause 22.5.3
!
(Financial Indebtedness);(b)3+does not include any Settlement Obligations
$
in respect of the Group; and(c)0(in relation to any Treasury Transaction,2*only includes the actual amount due by the/'Borrower as a result of the termination2*or closeout of that derivate transaction;$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/4=VJ>2\83L@4=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }$ }}8
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018NFSenior Facility E Lender, as the context requires, means any of them);(c)1)discount fees and acceptance fees payable / 'or deducted in respect of any Financial
,
$Indebtedness, including fees payable7/in respect of letters of credit and guarantees;
(d)2
*any net payment (or, if appropriate in the1)context, receipt) under any interest rate/'hedging agreement or instrument, taking*"into account any premiums payable;(e)/'any dividends on shares if those shares%constitute Financial Indebtedness for'purposes of this Agreement; and(f)4,any other payments and deductions of similar2*effect (including the finance cost elementof finance leases),$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/@RDVJ>2O:74o=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }}I;
#
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018NFSenior Facility E Lender, as the context requires, means any of them);
1.2.8/'Measurement Period means each period of / '12 months ending on a Measurement Date;
1.2.92*Settlement Assets , at any time, means the1)cash and other funds that are treated and
1
)referred to as "settlement assets" in the/'relevant quarterly financial statements%and/or annual financial statements ofHoldco at that time;1.2.103+Settlement Obligations , at any time, means1)the cash and other funds that are treated3+and referred to as "settlement obligations"6.in the relevant quarterly financial statements%and/or annual financial statements of Holdco at that time; and1.2.1191Total Net Leverage Ratio means, on any applicable3+Measurement Date, the ratio of Consolidated3+Total Net Borrowings to Consolidated EBITDA1)for the Measurement Period ending on that
date.DUlVJ>2PR&Av'`C !"$ ____________________________1!)Created by Morningstar Document Research.0"(http://documentresearch.morningstar.com/
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }$ }}I;
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018NFSenior Facility E Lender, as the context requires, means any of them);(a)7/any Arranger , the Facility Agent , any Finance 4 ,Party , any Lender , any Obligor , any Party
1
)or any other person shall be construed so80as to include its successors in title, permitted/'cessionaries and permitted transferees;
(b)1)a document being in the agreed form means1)that the document is in a form previously91agreed in writing by or on behalf of the Borrower4,and the Facility Agent or, if not so agreed,0(is in form and substance satisfactory tothe Facility Agent;(c)7/an amendment includes an amendment, supplement,,$novation, reenactment, replacement,/'restatement or variation and amend will!be construed accordingly;$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/@DVJ>2?,:=maU=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }$ }}>
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#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018NFSenior Facility E Lender, as the context requires, means any of them);(d)1)assets includes businesses, undertakings, 2 *securities, properties, revenues or rights
0
(of every description and whether present( or future, actual or contingent;
(e)0
(an authorisation includes authorisation,/'consent, approval, resolution, licence,0(permit, exemption, filing, notarisation,"lodgement or registration;(f)91authority includes any court or any governmental,0(intergovernmental or supranational body,%agency, department or any regulatory,+#selfregulatory or other authority;(g)3+a disposal means a sale, transfer, cession,3+assignment, donation, grant, lease, licence0(or other alienation or disposal, whether5voluntary or involuntary and whether pursuant<4to a single transaction or a series of transactions,2*and dispose will be construed accordingly;(h)2*distribution means a transfer by a company6.of money or other assets of the company (otherD lVJ>2HF@d@S\8 !"#$%&'()*+,./0123456789:;<=>? 4 ,than its own shares) to, or to the order (or!!2!*otherwise for the benefit) of, one or more""4",holders of shares in that company or another##3#+company within the same group of companies,$$.$&including any principal or interest in%%2%*respect of amounts due (whether in respect&&0&(of an intercompany or a shareholder loan''.'&or otherwise); any dividend (including((9(1any interest on any unpaid amount of a dividend),))8)0charge, fee, consideration or other distribution**5*(whether in cash or in kind) on or in respect++4+,of its shares or share capital (or any class,,/,'of its share capital); any repayment or2*distribution of any share premium account;..3.+and the payment of any management, advisory///
or other fee;00011(i)11)a Finance Document or any other agreement2212)or instrument includes (without prejudice33830to any prohibition on amendments) all amendments444%(however fundamental) to that Finance5525*Document or other agreement or instrument,666%including any amendment providing for7707(any increase in the amount of a facility8818)or any additional facility or replacement999 facility;:::;;(j)/;'a guarantee means (other than in Clause<<3<+18 (Guarantee and Indemnity) any guarantee,==4=,bond, letter of credit, indemnity or similar>>0>(assurance against financial loss, or any??.?&obligation, direct or indirect, actualDlby+@Kc2q=wSf@ABCDEFGHIJKLMNOPQRSTUVWXYZ[\]^_@@0@(or contingent, to purchase or assume anyAA0A(indebtedness of any person or to make anBB1B)investment in or loan to any person or toCC0C(purchase assets of any person, where, inDD0D(each case, that obligation is assumed inEE/E'order to maintain or assist the abilityFF7F/of that person to meet any of its indebtedness;GGGHH(k),H$indebtedness includes any obligationII4I,(whether incurred as principal or as surety)JJ6J.for the payment or repayment of money, whetherKK0K(present or future, actual or contingent;LLLMM(l)/M'know your customer requirements are theNN2N*identification checks that a Finance PartyOO1O)requests in order to meet its obligationsPP.P&under any applicable law or regulationQQ5Qto identify a person who is (or is to become)RRR
its customer;SSSTT(m)2T*a person includes any individual, company,UU/U'corporation, unincorporated associationVV0V(or body (including a partnership, trust,WW7W/fund, joint venture or consortium), government,XX3X+state, agency, organisation or other entityYY9Y1whether or not having separate legal personality;ZZZ[[(n)4[,a refinancing means an unscheduled repayment\\.\&of Loans and other amounts outstanding]]4],under the Finance Documents which is funded,^^3^+directly or indirectly, by way of Financial__._&Indebtedness incurred or shares issuedD~lh8v&d{1:P5`abcdef``4`,by a member of the Group, and refinance willaa!abe construed accordingly;bc$d____________________________1e)Created by Morningstar Document Research.0f(http://documentresearch.morningstar.com/xsg[3=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }$ }}7
#
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018NFSenior Facility E Lender, as the context requires, means any of them);(o)%a regulation includes any regulation, 6 .rule, official directive, request or guideline
4
,(whether or not having the force of law but,2*if not having the force of law, being of a6.type with which any person to which it applies
5
is accustomed to comply) of any governmental,+#intergovernmental or supranational/'body, agency, department or regulatory,+#selfregulatory or other authority;(p)1)a provision of law is a reference to that/'provision as extended, applied, amended3+or reenacted, and includes any subordinatelegislation;(q)5one gender include a reference to the others;1)the singular includes the plural and vice0(versa ; natural persons include juristic#persons and vice versa; and(r)4,a time of day is a reference to Johannesburg
time.DL lVJ>2DSzVl<w+uL !"$ ____________________________1!)Created by Morningstar Document Research.0"(http://documentresearch.morningstar.com/
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }}I;
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#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018NFSenior Facility E Lender, as the context requires, means any of them);
1.3.2%Section, Clause and Schedule headings 2 *are for ease of reference only, and do not
/
'in any way affect the interpretation ofa Finance Document.
1.3.3
%Unless a contrary indication appears,1)a term used in any other Finance Document5or in any notice given under or in connection6.with any Finance Document has the same meaning0(in that Finance Document or notice as inthis Agreement.
1.3.42*A Default (other than an Event of Default)1)is continuing if it has not been remedied5within any applicable remedy period expressly5provided for in a Finance Document or waived,0(and an Event of Default is continuing ifit has not been waived.
1.3.591If any provision in a definition is a substantive/'provision conferring rights or imposing1)obligations on any Party, notwithstanding1)that it appears only in an interpretation1)clause, effect shall be given to it as ifDlVJ>2oD,dXMy8 !"#$%&'()*+,./0123456789:;<=>? 7 /it were a substantive provision of the relevant!!Finance Document.""
#1.3.60#(A term defined in a particular Clause of$3$+a Finance Document, unless it is clear from%/%'the Clause in question that application&4&,of the term is to be limited to the relevant'/''Clause, shall bear the meaning ascribed(6(.to it for all purposes of the relevant Finance)0)(Document, notwithstanding that that term*2**has not been defined in any interpretation++Clause.,,
1.3.70(The Schedules to a Finance Document form.0.(an integral part thereof and a reference/3/+to a Clause or a Schedule is a reference to060.a clause of, or a schedule to, this Agreement.11
21.3.8.2&Unless expressly otherwise provided in3/3'a Finance Document or inconsistent with424*the context, any number of days prescribed505(in a Finance Document must be calculated606(by including the first and excluding the717)last day, unless the day before that last868.day falls on a day that is not a Business Day,939+in which case, the day before that last day:.:&will instead be the next Business Day.;;
<1.3.93<+The rule of construction that, in the event=5=of ambiguity, a contract shall be interpreted>6>.against the party responsible for the drafting?6?.thereof, shall not apply in the interpretationD lx3m.fG/g! E>]@ABCDEFGHIJKLMNOPQRSTUVW@!@of the Finance Documents.AAB1.3.101B)The use of the word including followed byC/C'specific examples will not be construedD6D.as limiting the meaning of the general wordingE2E*preceding it, and the eiusdem generis ruleF1F)must not be applied in the interpretationG0G(of such general wording or such specificHH examples.IIJ1.3.110J(The expiry or termination of any FinanceK3K+Documents shall not affect those provisionsL/L'of the Finance Documents that expresslyM0M(provide that they will operate after anyN.N&such expiry or termination or which ofO.O&necessity must continue to have effectP9P1after such expiry or termination, notwithstandingQ4Q,that the clauses themselves do not expresslyRRprovide for this.ST$U____________________________1V)Created by Morningstar Document Research.0W(http://documentresearch.morningstar.com/4p1h(f'k"u=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }$ }}:
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018NFSenior Facility E Lender, as the context requires, means any of them);(a)3+a reference to a Party will not include any 3 +person if it has ceased to be a Party under
this Agreement;(b)6.any obligation of an Obligor under the Finance
3
+Documents which is not a payment obligation3+remains in force for so long as any payment3+obligation of an Obligor is or may be or is%capable of becoming outstanding under"the Finance Documents; and(c)6.any obligation of an Obligor under the Finance0(Documents includes an obligation on that80Obligor not to contract or agree to do something1)or not to do something which would breach3+that first obligation, unless such contract3+or agreement is conditional on the approval0(of the Facility Agent (as required underany Finance Document).$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/DB lVJ>2^:GqMXm!=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15)
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }U}I;
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018 SECTION 2@Senior Facility B
2
*Subject to the terms of this Agreement and3+the Senior Facility B Agreement, the Senior0(Facility B Lenders make available to the
.
&Borrower a Randdenominated amortising1)term loan facility in an aggregate amount91equal to the Total Senior Facility B Commitments.ffffff@Senior Facility C$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/2!{o@(c%TH<=PF0*8X>
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }$ }}8
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018 SECTION 2(b).&Senior Facility A Voluntary Prepayment 5 Date means a date on which the Borrower makes
2
*a voluntary prepayment, pursuant to Clause6.7.7 (Voluntary prepayments), of an outstanding/'principal amount of the Senior Facility
7
/A Loan in accordance with the payment mechanics3+set out in Clause 30.1 (Payment mechanics);(c)2*Senior Facility C Commitment , at any time5with respect to any Senior Facility C Lender,4,means its Pro Rata Share at that time of the/'Total Senior Facility C Commitments and6.the amount of any Senior Facility C Commitment.&transferred to it under this Agreement/'to the extent not cancelled, reduced or/'transferred by it under this Agreement;(d)( Senior Facility C Lenders means:$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/BX{o"1D ~.GF:.=PF0*8X>
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CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }U}I;
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018RJSenior Facility C Lender, as the context requires, means any of them); and333333@Senior Facility D
2
*Subject to the terms of this Agreement and3+the Senior Facility D Agreement, the Senior0(Facility D Lenders make available to the
.
&Borrower a Randdenominated amortising1)term loan facility in an aggregate amount91equal to the Total Senior Facility D Commitments.@Senior Facility E2*Subject to the terms of this Agreement and3+the Senior Facility E Agreement, the Senior0(Facility E Lenders make available to the%Borrower a Randdenominated overdraft0(facility in an aggregate amount equal to0(the Total Senior Facility E Commitments.@/'Finance Parties' rights and obligations$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/D
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (2)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }$ }}2
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of the Group; and(c)0(pay costs, fees and expenses incurred by1)the Borrower in entering into the Finance
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (3)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }U}7
'
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018RJSenior Facility C Lender, as the context requires, means any of them); andffffff@$Initial conditions precedent
3
+A Utilisation Request may not be given (and4,a Lender shall have no obligation to advance4,any Loan or provide any other form of credit
3
+or financial accommodation under any Senior3+Facility to any person) unless the Facility0(Agent has notified the Borrower that all/'the documents and other evidence listed6.in Part I of Schedule 2 (Conditions Precedent)0(have been received in form and substance1)satisfactory to the Lenders. The Facility/'Agent shall notify the Borrower as soon0(as reasonably practicable upon receiving0(confirmation of all the Lenders being so
satisfied.@$Further conditions precedent/'Subject to the terms of this Agreement,4,a Lender will only be obliged to participate5in a Loan or other Utilisation under a Senior.&Facility if, in the reasonable opinion6.of that Lender, on the date of the UtilisationDlRF:.UKEdLw2 !"#$%& / 'Request and on the proposed Utilisation!
!Date:"#$$____________________________1%)Created by Morningstar Document Research.0&(http://documentresearch.morningstar.com/xd=PF0*8X>
@&&%%$$
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dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (4) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value means the (4)FORM OF UTILISATION REQUEST!FORM OF UTILISATION REQUEST (1)
BORROWERFACILITY AGENT!ORIGINAL SENIOR FACILITY E LENDCONTENTS (4)NO TITLE (1)
BACKGROUNDBACKGROUND (1)BACKGROUND (2)BACKGROUND (3)BACKGROUND (4)BACKGROUND (5)BACKGROUND (6)BACKGROUND (7)BACKGROUND (8)BACKGROUND (9)BACKGROUND (10)BACKGROUND (11)BACKGROUND (12)BACKGROUND (13)BACKGROUND (14)BACKGROUND (15)!Fair Value of any Secured Prope!Fair Value of any Secured P (1)!Fair Value of any Secured P (2)!Fair Value of any Secured P (3)!Fair Value of any Secured P (4)!Fair Value of any Secured P (5)!Fair Value of any Secured P (6)!Fair Value of any Secured P (7)!Fair Value of any Secured P (8)PART A BANK ACCOUNTSPART A BANK ACCOUNTS (1)PART A BANK ACCOUNTS (2)PART A BANK ACCOUNTS (3)NOTICE TO BANKSApplicable Bank AccountsApplicable Bank Accounts (1)FORM OF ACKNOWLEDGEMENT BROKER S LETTER OF UNDERTAKING!FOR NET1 APPLIED TECHNOLOGIES S!FOR NET1 APPLIED TECHNOLOGI (1)!FOR NET1 APPLIED TECHNOLOGI (2)
INSURANCES!ENDORSEMENT ATTACHING TO AND FONOTICE TO INSURERS!AFRICA PROPRIETARY LIMITED THE AFRICA PROPRIETARY LIMITED (1) AFRICA PROPRIETARY LIMITED (2) AFRICA PROPRIETARY LIMITED (3) AFRICA PROPRIETARY LIMITED (4)!ENDORSEMENT ATTACHING TO AN (1)!FORM OF ACKNOWLEDGEMENT BY INSUNOTICE OF CESSION IN SECURITYNOTICE OF CESSION IN SECU (1)
THE CEDENTTHE SECURED CREDITORCONTENTS (5)NO TITLE (2)BACKGROUND (16)BACKGROUND (17)BACKGROUND (18)BACKGROUND (19)BACKGROUND (20)BACKGROUND (21)BACKGROUND (22)BACKGROUND (23)BACKGROUND (24)BACKGROUND (25)BACKGROUND (26)!Fair Value of any Secured P (9)!Fair Value of any Secured (10)!Fair Value of any Secured (11)!Fair Value of any Secured (12)!Fair Value of any Secured (13)!Fair Value of any Secured (14)!Fair Value of any Secured (15)!Fair Value of any Secured (16)NOTICE AND ACKNOWLEDGMENTNOTICE AND ACKNOWLEDGMENT (1)Pledge
Pledge (1)
Pledge (2)
Pledge (3)
Pledge (4)
Pledge (5)
Pledge (6)FORM OF ACKNOWLEDGEMENT (1)NOTICE OF PLEDGENOTICE OF PLEDGE (1)U }U}y<
"
#NET 1 UEPS TECHNOLOGIES INC8K
10/02/2018RJSenior Facility C Lender, as the context requires, means any of them); and333333@2*Waiver or deferral of conditions precedent
/
'Each condition precedent referred to in2*this Clause 4 is for the benefit solely of/'the Lenders. The Facility Agent (acting
/
'on the instructions of all the Lenders)0(may, by notice to the Borrower, waive or2*defer delivery of any condition precedent,6.in whole or in part, and subject to such other0(conditions (if any) as it may determine.@Failure to close5If the Closing Date has not occurred by 23H590(on the Longstop Date (or such later date6.as may be agreed by the Facility Agent, acting0(on the instructions of all the Lenders),0(the Total Commitments shall immediately,/'automatically and without a requirement:2for notice to be given to any person, be cancelledand reduced to zero.$____________________________DWlRF:.MMi$^i] !1 )Created by Morningstar Document Research.0!(http://documentresearch.morningstar.com/=PF0*8X>
@!!
l
dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??rNET 1 UEPS TECHNOLOGIES INC!Rosebank Johannesburg South AfrFIRSTRAND BANK LIMITED
CONTENTS THIS AGREEMENT is made betweenIT IS AGREED as followsIT IS AGREED as follows (1)IT IS AGREED as follows (2)!it or its include unless the co!it or its include unless th (1)!it or its include unless th (2)!it or its include unless th (3)THE ORIGINAL OBLIGORSTHE ORIGINAL SENIOR LENDERSCONDITIONS PRECEDENTCONDITIONS PRECEDENT (1)CONDITIONS PRECEDENT (2)CONDITIONS PRECEDENT (3)CONDITIONS PRECEDENT (4)CONDITIONS PRECEDENT (5)CONDITIONS PRECEDENT (6)CONTENTS (1)CONTENTS (2)CONTENTS (3) THIS AGREEMENT is made bet (1) SECTION 1
SECTION 1 (1)
SECTION 1 (2)
SECTION 1 (3)
SECTION 1 (4)
SECTION 1 (5)
SECTION 1 (6)
SECTION 1 (7)
SECTION 1 (8)
SECTION 1 (9)SECTION 1 (10)SECTION 1 (11)SECTION 1 (12)SECTION 1 (13)SECTION 1 (14)SECTION 1 (15)SECTION 1 (16)SECTION 1 (17)SECTION 1 (18)SECTION 1 (19)!Lender as the context requires Lender as the context requ (1) Lender as the context requ (2) Lender as the context requ (3) Lender as the context requ (4) Lender as the context requ (5) Lender as the context requ (6) Lender as the context requ (7)!OFAC the US Department of Comme!OFAC the US Department of C (1)!OFAC the US Department of C (2)!Senior Facility A Lender as the!Senior Facility B Lender as the!Senior Facility D Lender as the!Senior Facility E Lender as the!Senior Facility E Lender as (1)!Senior Facility E Lender as (2)!Senior Facility E Lender as (3)!Senior Facility E Lender as (4)!Senior Facility E Lender as (5)!Senior Facility E Lender as (6)!Senior Facility E Lender as (7)!Senior Facility E Lender as (8)!Senior Facility E Lender as (9)!Senior Facility E Lender a (10)!Senior Facility E Lender a (11)!Senior Facility E Lender a (12)!Senior Facility E Lender a (13)!Senior Facility E Lender a (14)!Senior Facility E Lender a (15) SECTION 2
SECTION 2 (1)!Senior Facility C Lender as the!Senior Facility C Lender as (1)!Senior Facility C Lender as (2)!Senior Facility C Lender as (3) SECTION 3
SECTION 3 (1)
SECTION 3 (2)
SECTION 3 (3)!Control Event the Borrower shal!Disposal Proceeds means the gro!Excluded Disposal Proceeds mean!Excluded Insurance Proceeds mea!Moneyline Proceeds means the ca!Moneyline Proceeds means th (1)!Moneyline Proceeds means th (2) SECTION 4
SECTION 4 (1)
SECTION 4 (2)!Tax Payment means either the in!Tax Payment means either th (1)!Tax Payment means either th (2)!Tax Payment means either th (3)Basel III Framework meansBasel III Framework means (1)Basel III Framework means (2)Basel III Framework means (3) SECTION 6
SECTION 6 (1)
SECTION 6 (2)
SECTION 6 (3)
SECTION 6 (4)
SECTION 6 (5)
SECTION 6 (6) SECTION 7
SECTION 7 (1)
SECTION 7 (2)
SECTION 7 (3)
SECTION 7 (4)
SECTION 7 (5)
SECTION 7 (6)
SECTION 7 (7)
SECTION 7 (8)
SECTION 7 (9)SECTION 7 (10)SECTION 7 (11)SECTION 7 (12)SECTION 7 (13)SECTION 7 (14)SECTION 7 (15)SECTION 7 (16)SECTION 7 (17)SECTION 7 (18)SECTION 7 (19)SECTION 7 (20)SECTION 7 (21)SECTION 7 (22)SECTION 7 (23)SECTION 7 (24)SECTION 7 (25)SECTION 7 (26)SECTION 7 (27)SECTION 7 (28)SECTION 7 (29)SECTION 7 (30)SECTION 7 (31)SECTION 7 (32)SECTION 7 (33)SECTION 7 (34)SECTION 7 (35)SECTION 7 (36)SECTION 7 (37)SECTION 7 (38)Permitted LoanPermitted Loan (1)Permitted Loan (2)Permitted Loan (3)Permitted Loan (4)Permitted Loan (5)Permitted Loan (6)Permitted Loan (7)Permitted Loan (8)Permitted Loan (9)Permitted Loan (10)Permitted Loan (11)Permitted Loan (12)Permitted Loan (13)Permitted Loan (14)Permitted Loan (15)Permitted Loan (16)Permitted Loan (17)Permitted Loan (18)Permitted Loan (19)Permitted Loan (20) SECTION 8
SECTION 8 (1)
SECTION 8 (2)
SECTION 8 (3) SECTION 9
SECTION 9 (1)
SECTION 9 (2)
SECTION 10SECTION 10 (1)SECTION 10 (2)SECTION 10 (3)SECTION 10 (4)SECTION 10 (5)SECTION 10 (6)SECTION 10 (7)SECTION 10 (8)SECTION 10 (9)SECTION 10 (10)SECTION 10 (11)SECTION 10 (12)SECTION 10 (13)SECTION 10 (14)SECTION 10 (15)SECTION 10 (16)SECTION 10 (17)SECTION 10 (18)SECTION 10 (19)
SECTION 11Part I Part II
Part I (1)
Part I (2)
Part I (3)
Part I (4)
Part I (5)
Part I (6)
Part I (7)
Part I (8)
Part I (9)
Part I (10)
Part II (1)
Part II (2)
Part II (3)
Part II (4)FORM OF TRANSFER CERTIFICATE Agreement
Agreement (1)
Agreement (2)PART I ADDITIONAL GUARANTORS
Agreement (3)
Agreement (4)
Agreement (5)FORM OF RESIGNATION LETTER
Agreement (6)
Agreement (7)
Agreement (8) FORM OF COMPLIANCE CERTIFICATE
Agreement (9)Agreement (10)!TO BE PLACED ON AUDITOR S LETTEAgreement (11)!The Auditors of Net1 Applied TeACCEPTABLE LENDERS!FORM OF CONFIDENTIALITY UNDERTA!Acquisition In consideration of!Acquisition In consideratio (1)!Acquisition In consideratio (2)!Acquisition In consideratio (3)!Acquisition In consideratio (4)!Acquisition In consideratio (5)DORMANT SUBSIDIARIESTHE BORROWERTHE BORROWER (1)ORIGINAL GUARANTORORIGINAL GUARANTOR (1)ORIGINAL GUARANTOR (2)ORIGINAL GUARANTOR (3)ORIGINAL GUARANTOR (4)ORIGINAL GUARANTOR (5)ORIGINAL GUARANTOR (6)ORIGINAL GUARANTOR (7)ORIGINAL GUARANTOR (8)ORIGINAL GUARANTOR (9)ORIGINAL GUARANTOR (10)ORIGINAL GUARANTOR (11)ORIGINAL GUARANTOR (12)FIRSTRAND BANK LIMITED (1)Table of Contents
NO TITLEIT IS AGREED as follows (3)IT IS AGREED as follows (4)IT IS AGREED as follows (5)IT IS AGREED as follows (6)IT IS AGREED as follows (7)IT IS AGREED as follows (8)IT IS AGREED as follows (9)IT IS AGREED as follows (10)IT IS AGREED as follows (11)IT IS AGREED as follows (12)IT IS AGREED as follows (13)IT IS AGREED as follows (14)IT IS AGREED as follows (15)IT IS AGREED as follows (16)IT IS AGREED as follows (17)!replacement value means the tot!replacement value means the (1)!replacement value means the (2)!replacement value means the (3)!replacement value