# Lesaka Technologies, Inc. (LSAK) 10-Q SEC filing - Q3 FY2025 - Filed: May 7, 2025 - Fiscal quarter: Q3 FY2025 - Calendar quarter: Q1 2025 - Accession: 0001562762-25-000106 - OpenCapital page: https://www.opencapital.sh/filings/0001562762-25-000106 - Markdown URL: https://www.opencapital.sh/filings/0001562762-25-000106.md - Official SEC filing index: https://www.sec.gov/Archives/edgar/data/1041514/0001562762-25-000106-index.htm ## Filing documents - [10-Q (form10q.htm)](https://www.sec.gov/Archives/edgar/data/1041514/000156276225000106/form10q.htm) - [EX-10.46 (ex1046.htm)](https://www.sec.gov/Archives/edgar/data/1041514/000156276225000106/ex1046.htm) - [EX-10.47 (ex1047.htm)](https://www.sec.gov/Archives/edgar/data/1041514/000156276225000106/ex1047.htm) - [EX-10.48 (ex1048.htm)](https://www.sec.gov/Archives/edgar/data/1041514/000156276225000106/ex1048.htm) - [EX-10.49 (ex1049.htm)](https://www.sec.gov/Archives/edgar/data/1041514/000156276225000106/ex1049.htm) - [EX-10.50 (ex1050.htm)](https://www.sec.gov/Archives/edgar/data/1041514/000156276225000106/ex1050.htm) - [EX-10.51 (ex1051.htm)](https://www.sec.gov/Archives/edgar/data/1041514/000156276225000106/ex1051.htm) - [EX-10.52 (ex1052.htm)](https://www.sec.gov/Archives/edgar/data/1041514/000156276225000106/ex1052.htm) - [EX-10.53 (ex1053.htm)](https://www.sec.gov/Archives/edgar/data/1041514/000156276225000106/ex1053.htm) - [EX-10.54 (ex1054.htm)](https://www.sec.gov/Archives/edgar/data/1041514/000156276225000106/ex1054.htm) - [EX-10.55 (ex1055.htm)](https://www.sec.gov/Archives/edgar/data/1041514/000156276225000106/ex1055.htm) - [EX-10.56 (ex1056.htm)](https://www.sec.gov/Archives/edgar/data/1041514/000156276225000106/ex1056.htm) - [EX-31.1 (ex311.htm)](https://www.sec.gov/Archives/edgar/data/1041514/000156276225000106/ex311.htm) - [EX-31.2 (ex312.htm)](https://www.sec.gov/Archives/edgar/data/1041514/000156276225000106/ex312.htm) - [EX-32 (ex32.htm)](https://www.sec.gov/Archives/edgar/data/1041514/000156276225000106/ex32.htm) --- ## 10-Q SEC source: [form10q.htm](https://www.sec.gov/Archives/edgar/data/1041514/000156276225000106/form10q.htm) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the transition period from To Commission file number: 000-31203 LESAKA TECHNOLOGIES, INC. (Exact name of registrant as specified in its charter) Florida 98-0171860 (State or other jurisdiction (IRS Employer of incorporation or organization) Identification No.) President Place, 4 th Floor , Cnr. Jan Smuts Avenue and Bolton Road , Rosebank, Johannesburg , 2196 , South Africa (Address of principal executive offices, including zip code) Registrant’s telephone number, including area code: 27 - 11 - 343-2000 Not Applicable (Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report) Title of each class Trading Symbol(s) Name of each exchange on which registered Common stock, par value $0.001 per share LSAK NASDAQ Global Select Market Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES ☒ NO ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act (check one): ☐ Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☐ Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒ As of May 5, 2025 (the latest practicable date), 81,249,400 shares of the registrant’s common stock, par value $0.001 per share, net of treasury shares, were outstanding. 1 Form 10-Q LESAKA TECHNOLOGIES, INC. Table of Contents Page No. PART I. FINANCIAL INFORMATION [Item 1.](#a393) [Financial Statements](#a393) [Unaudited Condensed Consolidated Balance Sheets as of March 31, 2025 and June 30,](#a395) [2024](#a395) [2](#a395) [Unaudited Condensed Consolidated Statements of Operations for the three and nine](#a1029) [months ended March 31, 2025 and 2024](#a1029) [3](#a1029) [Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income for the](#a1830) [three and nine months ended March 31, 2025 and 2024](#a1830) [4](#a1830) [Unaudited Condensed Consolidated Statement of Changes in Equity for the three and](#a2219) [nine months ended March 31, 2025 and 2024](#a2219) [5](#a2219) [Unaudited Condensed Consolidated Statements of Cash Flows for the three and nine](#a5360) [months ended March 31, 2025 and 2024](#a5360) [9](#a5360) [Notes to Unaudited Condensed Consolidated Financial Statements](#a6321) [10](#a6321) [Item 2.](#a23830) [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#a23830) [53](#a23830) [Item 3.](#a31770) [Quantitative and Qualitative Disclosures About Market Risk](#a31770) [75](#a31770) [Item 4.](#a31933) [Controls and Procedures](#a31933) [76](#a31933) [Part II. OTHER INFORMATION](#a32028) [Item 1A.](#a32031) [Risk Factors](#a32031) [77](#a32031) [Item 2.](#a32328) [Unregistered Sales of Equity Securities and Use of Proceeds](#a32328) [79](#a32328) [Item 5.](#a32471) [Other Information](#a32471) [79](#a32471) Item 6. Exhibits 80 [Signatures](#a32822) [82](#a32822) [EXHIBIT 46](#a32535) [EXHIBIT 47](#a32558) [EXHIBIT 48](#a32574) [EXHIBIT 49](#a32590) [EXHIBIT 50](#a32606) [EXHIBIT 51](#a32623) [EXHIBIT 52](#a32644) [EXHIBIT 53](#a32658) [EXHIBIT 54](#a32670) [EXHIBIT 55](#a32684) [EXHIBIT 56](#a32693) 2 Part I. Financial information ## Item 1. Financial Statements LESAKA TECHNOLOGIES, INC. Unaudited Condensed Consolidated Balance Sheets March 31, June 30, 2025 2024 (A) (In thousands, except share data) ASSETS CURRENT ASSETS Cash and cash equivalents $ 71,008 $ 59,065 Restricted cash related to ATM funding and credit facilities (Note 9) 115 6,853 Accounts receivable, net and other receivables (Note 3) 36,127 36,667 Finance loans receivable, net (Note 3) 61,261 44,058 Inventory (Note 4) 18,838 18,226 Total current assets before settlement assets 187,349 164,869 Settlement assets 25,093 22,827 Total current assets 212,442 187,696 PROPERTY, PLANT AND EQUIPMENT, net of accumulated depreciation of - March: $ 46,056 June: $ 49,762 42,554 31,936 OPERATING LEASE RIGHT-OF-USE (Note 17) 9,447 7,280 EQUITY-ACCOUNTED INVESTMENTS (Note 6) 199 206 GOODWILL (Note 7) 209,836 138,551 INTANGIBLE ASSETS, NET (Note 7) 142,158 111,353 DEFERRED INCOME TAXES 6,788 3,446 OTHER LONG-TERM ASSETS, including equity securities (Note 6 and 8) 25,774 77,982 TOTAL ASSETS 649,198 558,450 LIABILITIES CURRENT LIABILITIES Short-term credit facilities for ATM funding (Note 9) - 6,737 Short-term credit facilities (Note 9) 23,550 9,351 Accounts payable 15,149 16,674 Other payables (Note 10) 57,649 56,051 Operating lease liability - current (Note 17) 3,814 2,343 Current portion of long-term borrowings (Note 9) 28,088 15,719 Income taxes payable 2,438 654 Total current liabilities before settlement obligations 130,688 107,529 Settlement obligations 24,327 22,358 Total current liabilities 155,015 129,887 DEFERRED INCOME TAXES 37,367 38,128 OPERATING LEASE LIABILITY - LONG TERM (Note 17) 6,133 5,087 LONG-TERM BORROWINGS (Note 9) 166,612 127,467 OTHER LONG-TERM LIABILITIES, including insurance policy liabilities (Note 8) 3,093 2,595 TOTAL LIABILITIES 368,220 303,164 REDEEMABLE COMMON STOCK 88,957 79,429 EQUITY COMMON STOCK (Note 11) Authorized: 200,000,000 with $ 0.001 par value; Issued and outstanding shares, net of treasury - March: 81,278,900 June: 64,272,243 103 83 PREFERRED STOCK Authorized shares: 50,000,000 with $ 0.001 par value; Issued and outstanding shares, net of treasury: March: - June: - - - ADDITIONAL PAID-IN-CAPITAL 424,912 343,639 TREASURY SHARES, AT COST: March: 29,700,666 June: 25,563,808 (297,476) (289,733) ACCUMULATED OTHER COMPREHENSIVE LOSS (Note 12) (193,799) (188,355) RETAINED EARNINGS 251,489 310,223 TOTAL LESAKA EQUITY 185,229 175,857 NON-CONTROLLING INTEREST 6,792 - TOTAL EQUITY 192,021 175,857 TOTAL LIABILITIES, REDEEMABLE COMMON STOCK AND SHAREHOLDERS’ EQUITY $ 649,198 $ 558,450 (A) – The Company reclassified an amount of $ 11,841 from long-term borrowings to current portion of long-term borrowings , refer to Note 1. See Notes to Unaudited Condensed Consolidated Financial Statements LESAKA TECHNOLOGIES, INC. Unaudited Condensed Consolidated Statements of Operations 3 Three months ended Nine months ended March 31, March 31, 2025 2024 2025 2024 (In thousands, except per share data) (In thousands, except per share data) REVENUE (Note 16) $ 135,670 $ 138,194 $ 428,034 $ 418,176 EXPENSE Cost of goods sold, IT processing, servicing and support 91,233 107,854 303,418 329,610 Selling, general and administration 34,217 23,124 97,213 67,146 Depreciation and amortization 8,429 5,791 22,928 17,460 Transaction costs related to Adumo and Recharger acquisitions and certain compensation costs (Note 2) 1,222 631 3,174 665 OPERATING INCOME 569 794 1,301 3,295 CHANGE IN FAIR VALUE OF EQUITY SECURITIES (Note 5 and 6) (20,421) - (54,152) - LOSS ON DISPOSAL OF EQUITY-ACCOUNTED INVESTMENT (Note 6) - - 161 - REVERSAL OF ALLOWANCE FOR DOUBTFUL EMI DEBT RECEIVABLE - - - 250 INTEREST INCOME 645 628 1,952 1,562 INTEREST EXPENSE 5,777 4,581 16,983 14,312 LOSS BEFORE INCOME TAX (BENEFIT) EXPENSE (24,984) (3,159) (68,043) (9,205) INCOME TAX (BENEFIT) EXPENSE (Note 19) (2,934) 931 (9,268) 1,881 NET LOSS BEFORE EARNINGS (LOSS) FROM EQUITY- ACCOUNTED INVESTMENTS (22,050) (4,090) (58,775) (11,086) EARNINGS (LOSS) FROM EQUITY-ACCOUNTED INVESTMENTS (Note 6) 12 43 89 (1,319) NET LOSS (22,038) (4,047) (58,686) (12,405) LESS NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTEREST 20 - 48 - NET LOSS ATTRIBUTABLE TO LESAKA $ (22,058) $ (4,047) $ (58,734) $ (12,405) Net loss per share, in United States dollars (Note 14): Basic loss attributable to Lesaka shareholders $ (0.27) $ (0.06) $ (0.81) $ (0.20) Diluted loss attributable to Lesaka shareholders $ (0.27) $ (0.06) $ (0.81) $ (0.20) See Notes to Unaudited Condensed Consolidated Financial Statements LESAKA TECHNOLOGIES, INC. Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income 4 Three months ended Nine months ended March 31, March 31, 2025 2024 2025 2024 (In thousands) (In thousands) Net loss $ (22,038) $ (4,047) $ (58,686) $ (12,405) Other comprehensive income (loss), net of taxes Movement in foreign currency translation reserve 6,346 (5,718) (5,860) (450) Release of foreign currency translation reserve related to liquidation of subsidiaries (Note 12) - - 6 (952) Release of foreign currency translation reserve related to disposal of Finbond equity securities (Note 12) - - - 1,543 Movement in foreign currency translation reserve related to equity-accounted investments - - - 489 Total other comprehensive income (loss), net of taxes 6,346 (5,718) (5,854) 630 Comprehensive loss (15,692) (9,765) (64,540) (11,775) Less comprehensive loss attributable to non- controlling interest (196) - 362 - Comprehensive loss attributable to Lesaka $ (15,888) $ (9,765) $ (64,178) $ (11,775) See Notes to Unaudited Condensed Consolidated Financial Statements LESAKA TECHNOLOGIES, INC. Unaudited Condensed Consolidated Statements of Changes in Equity 5 Lesaka Technologies, Inc. Shareholders Number of Shares Amount Number of Treasury Shares Treasury Shares Number of shares, net of treasury Additional Paid-In Capital Retained Earnings Accumulated other comprehensive loss Total Lesaka Equity Non- controlling Interest Total Redeemable common stock For the three months ended March 31, 2024 (dollar amounts in thousands) Balance – January 1, 2024 89,738,784 $ 83 (25,295,261) $ (288,436) 64,443,523 $ 339,149 $ 319,305 $ (189,378) $ 180,723 $ - $ 180,723 $ 79,429 Shares repurchased (Note 13) (2,511) (9) (2,511) - (9) (9) Restricted stock granted (Note 13) 65,525 65,525 - - Exercise of stock options (Note 13) 15,832 - 15,832 48 48 48 Stock-based compensation charge (Note 13) - 2,202 2,202 2,202 Reversal of stock-based compensation charge (Note 13) (55,539) (55,539) (112) (112) (112) Stock-based compensation charge related to equity-accounted investment (Note 6) - - - - Net loss - (4,047) (4,047) - (4,047) Other comprehensive loss (Note 12) (5,718) (5,718) - (5,718) Balance – March 31, 2024 89,764,602 $ 83 (25,297,772) $ (288,445) 64,466,830 $ 341,287 $ 315,258 $ (195,096) $ 173,087 $ - $ 173,087 $ 79,429 LESAKA TECHNOLOGIES, INC. Unaudited Condensed Consolidated Statements of Changes in Equity 6 Lesaka Technologies, Inc. Shareholders Number of Shares Amount Number of Treasury Shares Treasury Shares Number of shares, net of treasury Additional Paid-In Capital Retained Earnings Accumulated other comprehensive loss Total Lesaka Equity Non- controlling Interest Total Redeemable common stock For the nine months ended March 31, 2024 (dollar amounts in thousands) Balance – July 1, 2023 88,884,532 $ 83 (25,244,286) $ (288,238) 63,640,246 $ 335,696 $ 327,663 $ (195,726) $ 179,478 $ - $ 179,478 $ 79,429 Shares repurchased (Note 13) - (53,486) (207) (53,486) (207) (207) Restricted stock granted (Note 13) 934,521 934,521 - - Exercise of stock options (Note 13) 23,217 - 23,217 71 71 71 Stock-based compensation charge (Note 13) 5,782 5,782 5,782 Reversal of stock-based compensation charge (Note 13) (77,668) (77,668) (129) (129) (129) Stock-based compensation charge related to equity-accounted investment (133) (133) (133) Net loss (12,405) (12,405) - (12,405) Other comprehensive loss (Note 12) 630 630 - 630 Balance – March 31, 2024 89,764,602 $ 83 (25,297,772) $ (288,445) 64,466,830 $ 341,287 $ 315,258 $ (195,096) $ 173,087 $ - $ 173,087 $ 79,429 See Notes to Unaudited Condensed Consolidated Financial Statements LESAKA TECHNOLOGIES, INC. Unaudited Condensed Consolidated Statements of Changes in Equity 7 Lesaka Technologies, Inc. Shareholders Number of Shares Amount Number of Treasury Shares Treasury Shares Number of shares, net of treasury Additional Paid-In Capital Retained Earnings Accumulated other comprehensive loss Total Lesaka Equity Non- controlling Interest Total Redeemable common stock For the three months ended March 31, 2025 (dollar amounts in thousands) Balance – January 1, 2025 108,456,657 $ 101 (28,297,365) $ (302,319) 80,159,292 $ 421,950 $ 273,547 $ (199,969) $ 193,310 $ 6,727 $ 200,037 $ 88,957 Shares issued (Note 2 and Note 11) 2,490,000 2 - - 2,490,000 (2) - - - Shares repurchased (Note 13) - (2,495,662) (27) (2,495,662) (27) (27) Gain recognized related to issue of shares included in treasury shares (Note 2) 1,092,361 4,870 1,092,361 408 5,278 5,278 - Restricted stock granted (Note 13) 81,500 81,500 - - Exercise of stock options (Note 13) 19,331 - 19,331 59 59 59 Stock-based compensation charge (Note 13) - - 2,531 2,531 2,531 Reversal of stock-based compensation charge (Note 13) (67,922) (67,922) (34) (34) (34) Net loss (22,058) (22,058) 20 (22,038) Dividends paid to non-controlling interest - (131) (131) Other comprehensive loss (Note 12) 6,170 6,170 176 6,346 Balance – March 31, 2025 110,979,566 $ 103 (29,700,666) $ (297,476) 81,278,900 $ 424,912 $ 251,489 $ (193,799) $ 185,229 $ 6,792 $ 192,021 $ 88,957 LESAKA TECHNOLOGIES, INC. Unaudited Condensed Consolidated Statements of Changes in Equity 8 Lesaka Technologies, Inc. Shareholders Number of Shares Amount Number of Treasury Shares Treasury Shares Number of shares, net of treasury Addition al Paid- In Capital Retained Earnings Accumulated other comprehensiv e loss Total Lesaka Equity Non- controllin g Interest Total Redeemda ble common stock For the nine months ended March 31, 2025 (dollar amounts in thousands) Balance – July 1, 2024 89,836,051 $ 83 (25,563,808) $ (289,733) 64,272,243 $ 343,639 $ 310,223 $ (188,355) $ 175,857 $ - $ 175,857 $ 79,429 Shares issued (Note 2 and Note 11) 19,769,803 19 - - 19,769,803 73,237 73,256 73,256 9,528 Shares repurchased (Note 13) (5,229,219) (12,613) (5,229,219) (12,613) (12,613) Gain recognized related to issue of shares included in treasury shares (Note 2) 1,092,361 4,870 1,092,361 408 5,278 5,278 Restricted stock granted 1,445,610 1,445,610 - - - Exercise of stock options (Note 13) 36,345 1 36,345 110 111 111 Stock-based compensation charge (Note 13) - - 7,563 7,563 7,563 Reversal of stock-based compensation charge (Note 13) (108,243) (108,243) (45) (45) (45) Adumo non-controlling interest acquired (Note 2) - - 7,586 7,586 Net loss (58,734) (58,734) 48 (58,686) Dividends paid to non-controlling interest - - (432) (432) Other comprehensive loss (Note 12) (5,444) (5,444) (410) (5,854) Balance – March 31, 2025 110,979,566 $ 103 (29,700,666) $ (297,476) 81,278,900 $ 424,912 $ 251,489 $ (193,799) $ 185,229 $ 6,792 $ 192,021 $ 88,957 See Notes to Unaudited Condensed Consolidated Financial Statements LESAKA TECHNOLOGIES, INC. Unaudited Condensed Consolidated Statements of Cash Flows 9 Three months ended Nine months ended March 31, March 31, 2025 2024 2025 2024 (In thousands) (In thousands) Cash flows from operating activities Net loss $ (22,038) $ (4,047) $ (58,686) $ (12,405) Depreciation and amortization 8,429 5,791 22,928 17,460 Movement in allowance for doubtful accounts receivable 1,679 843 5,699 3,532 Fair value adjustment related to financial liabilities 105 (49) (159) (919) Loss on disposal of equity-accounted investments (Note 6) - - 161 - (Earnings) Loss from equity-accounted investments (12) (43) (89) 1,319 Movement in allowance for doubtful loans to equity-accounted investments - - - (250) Change in fair value of equity securities (Note 5 and 6) 20,421 - 54,152 - Profit on disposal of property, plant and equipment (12) (89) (53) (288) Movement in interest payable 2,886 1,054 6,443 1,245 Facility fee amortized 83 65 220 381 Stock-based compensation charge (Note 13) 2,497 2,090 7,518 5,653 Dividends received from equity-accounted investments - 41 65 95 Decrease (Increase) in accounts receivable 10,820 5,687 6,525 (9,815) Increase in finance loans receivable (11,819) (3,720) (21,734) (7,097) Decrease (Increase) in inventory 9,415 5,000 3,966 5,506 (Decrease) Increase in accounts payable and other payables (9,503) 6,463 (18,545) 20,566 Deferred consideration due to seller of Recharger included in accounts payable and other payables (Note 2 and Note 10) 1,130 - 1,130 - Increase in taxes payable 1,012 904 1,624 558 Decrease in deferred taxes (4,430) (810) (13,804) (2,404) Net cash provided by (used in) operating activities 10,663 19,180 (2,639) 23,137 Cash flows from investing activities Capital expenditures (2,817) (2,943) (13,100) (7,950) Proceeds from disposal of property, plant and equipment 395 395 1,720 1,115 Acquisition of intangible assets (1,673) (54) (2,274) (236) Acquisitions, net of cash acquired (8,997) - (12,954) - Proceeds from disposal of equity-accounted investment (Note 6) - - - 3,508 Repayment of loans by equity-accounted investments - - - 250 Net change in settlement assets 3,085 (3,088) 5,389 (14,368) Net cash used in by investing activities (10,007) (5,690) (21,219) (17,681) Cash flows from financing activities Proceeds from bank overdraft (Note 9) 21,440 24,893 94,188 153,479 Repayment of bank overdraft (Note 9) (50,458) (43,380) (85,998) (172,221) Long-term borrowings utilized (Note 9) 175,819 3,398 189,496 14,426 Repayment of long-term borrowings (Note 9) (134,503) (7,238) (148,297) (13,051) Acquisition of treasury stock (Note 13) (27) (9) (12,613) (207) Proceeds from exercise of stock options 59 48 110 71 Guarantee fee (539) - (970) - Dividends paid to non-controlling interest (131) - (432) - Net change in settlement obligations (3,152) 2,469 (5,591) 13,362 Net cash provided by (used in) financing activities 8,508 (19,819) 29,893 (4,141) Effect of exchange rate changes on cash and cash equivalents 1,222 (1,903) (830) (341) Net increase (decrease) in cash, cash equivalents and restricted cash 10,386 (8,232) 5,205 974 Cash, cash equivalents and restricted cash – beginning of period 60,737 67,838 65,918 58,632 Cash, cash equivalents and restricted cash – end of period (Note 15) $ 71,123 $ 59,606 $ 71,123 $ 59,606 See Notes to Unaudited Condensed Consolidated Financial Statements 10 LESAKA TECHNOLOGIES, INC Notes to the Unaudited Condensed Consolidated Financial Statements for the three and nine months ended March 31, 2025 and 2024 (All amounts in tables stated in thousands or thousands of U.S. dollars, unless otherwise stated) 1. Basis of Presentation and Summary of Significant Accounting Policies Unaudited Interim Financial Information The accompanying unaudited condensed consolidated financial statements include all majority-owned subsidiaries over which the Company exercises control and have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the United States Securities and Exchange Commission for Quarterly Reports on Form 10-Q and include all of the information and disclosures required for interim financial reporting. The results of operations for the three and nine months ended March 31, 2025 and 2024, are not necessarily indicative of the results for the full year. The Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements, accounting policies and financial notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments (consisting only of normal recurring adjustments), which are necessary for a fair representation of financial results for the interim periods presented. References to “Lesaka” are references solely to Lesaka Technologies, Inc. References to the “Company” refer to Lesaka and its consolidated subsidiaries, collectively, unless the context otherwise requires. Revision of Previously Issued Financial Statements In April 2025, the Company identified that it had misclassified certain of its long-term borrowings. The Company’s CCC Revolving Credit Facility was scheduled to be repaid in full on November 2024, but this has been extended to June 30, 2025. The Company incorrectly classified amounts due under its CCC Revolving Credit Facility as long-term borrowings instead of as current portion of long-term borrowings in its audited balance sheet as of June 30, 2024. The table below presents the impact of the revision of the Company’s financial statements for the year ended June 30, 2024: Condensed consolidated balance sheet June 30, 2024 As previously reported Correction Revised (in thousands) Current portion of long-term borrowings $ 3,878 $ 11,841 $ 15,719 Long-term borrowings $ 139,308 $ (11,841) $ 127,467 The correction did not impact the Company’s audited consolidated statements of operations, consolidated statements of comprehensive (loss) income, consolidated statement of changes in equity, or consolidated statements of cash flows for the year ended June 30, 2024 and, except as noted above, the Company’s audited balance sheet as of June 30, 2024. The misclassification did not affect compliance with any debt covenants. The Company assessed the materiality of this error and change in presentation on prior period consolidated financial statements in accordance with SEC Staff Accounting Bulletin (“SAB”) No. 99 “Materiality” and SAB No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in the Current Year Financial Statements.” Based on this assessment, the Company has concluded that previously issued financial statements were not materially misstated based upon overall considerations of both quantitative and qualitative factors. Recent accounting pronouncements adopted In November 2023, the Financial Accounting Standards Board (“FASB”) issued guidance regarding Segment Reporting (Topic 280) to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the guidance enhances interim disclosure requirements, clarifies circumstances in which an entity can disclose multiple segment measures of profit or loss, provides new segment disclosure requirements for entities with a single reportable segment, and contains other disclosure requirements. This guidance is effective for the Company beginning July 1, 2024 for its year ended June 30, 2025, and for interim periods commencing from July 1, 2025 (i.e. for the quarter ended September 30, 2025). Recent accounting pronouncements not yet adopted as of March 31, 2025 In December 2023, the FASB issued guidance regarding Income Taxes (Topic 740) to improve income tax disclosure requirements. The guidance requires entities, on an annual basis, to (1) disclose specific categories in the income tax rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pre-tax income or loss by the applicable statutory income tax rate). This guidance is effective for the Company beginning July 1, 2025. The Company is currently assessing the impact of this guidance on its financial statements and related disclosures. 11 1. Basis of Presentation and Summary of Significant Accounting Policies (continued) Recent accounting pronouncements not yet adopted as of March 31, 2025 (continued) In November 2024, the FASB issued guidance regarding Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) which requires disaggregated disclosure of income statement expenses for public business entities. The guidance does not change the expense captions an entity presents on the face of the income statement; rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. This guidance is effective for the Company beginning July 1, 2027. Early adoption is permitted. The Company is currently assessing the impact of this guidance on its financial statements and related disclosures. 2. Acquisitions The Company did not make any acquisition during the nine months ended March 31, 2024. The cash paid, net of cash received related to the Company’s acquisitions during the nine months ended March 31, 2025, is summarized in the table below: Total Total cash paid $ 24,161 Less: cash acquired 11,207 Total cash paid, net of cash received $ 12,954 2025 Acquisitions October 2024 acquisition of Adumo On May 7, 2024, the Company entered into a Sale and Purchase Agreement (the “Purchase Agreement”) with Lesaka SA, and Crossfin Apis Transactional Solutions (Pty) Ltd and Adumo ESS (Pty) Ltd (“the Sellers”). Pursuant to the Purchase Agreement and subject to its terms and conditions, Lesaka, through its subsidiary, Lesaka SA, agreed to acquire, and the Sellers agreed to sell, all of the outstanding equity interests and certain claims in the Adumo (RF) Proprietary Limited (“Adumo”). The transaction closed on October 1, 2024. Adumo is an independent payments and commerce enablement platform in Southern Africa, and at acquisition, it served approximately 23,000 active merchants with operations across South Africa, Namibia, Botswana and Kenya. For more than two decades, Adumo has facilitated physical and online commerce between retail merchants and end-consumers by offering a unique combination of payment processing and integrated software solutions, which currently include embedded payments, integrated payments, reconciliation services, merchant lending, customer engagement tools, card issuing program management and data analytics. Adumo operates across three businesses, which provide payment processing and integrated software solutions to different end markets: - The Adumo Payments business offers payment processing, integrated payments and reconciliation solutions to small-and- medium (“SME”) merchants in South Africa, Namibia and Botswana, and the Adumo Payouts business provides card issuing program management to corporate clients such as Anglo American and Coca-Cola; - The Adumo ISV business, known as GAAP, has operations in South Africa, Botswana and Kenya, and clients in a further 21 countries, and is the leading provider of integrated point-of-sales software and hardware to the hospitality industry in Southern Africa, serving clients such as KFC, McDonald’s, Pizza Hut, Nando’s and Krispy Kreme; and, - The Adumo Ventures business offers online commerce solutions (Adumo Online), cloud-based, multi-channel point-of-sales solutions (Humble) and an aggregated payment and credit platform for in-store and online commerce (SwitchPay) to SME merchants and corporate clients in South Africa and Namibia. The acquisition continues the Company’s consolidation in the Southern African fintech sector. At acquisition, the Company’s ecosystem served approximately 1.7 million active consumers, 120,200 merchants, and processes over ZAR 270 billion in throughput (cash, card and VAS) per year. The acquisition of Adumo enhances the Company’s strength in both the consumer and merchant markets in which it operates. The total purchase consideration was ZAR 1.67 billion ($ 96.2 million) and comprised the issuance of 17,279,803 shares of the Company’s common stock (“Consideration Shares”) with a value of $ 82.8 million ( 17,279,803 multiplied by $ 4.79 per share) and cash of $ 13.4 million. The purchase consideration was settled through the combination of the Consideration Shares and a ZAR 232.2 million ($ 13.4 million, translated at the prevailing rate of $1: ZAR 17.3354 as of October 1, 2024) payment in cash. The Company’s closing price on the Johannesburg Stock Exchange on October 1, 2024, was ZAR 83.05 ($ 4.79 using the October 1, 2024, $1: ZAR exchange rate). 12 2. Acquisitions (continued) 2025 Acquisitions (continued) October 2024 acquisition of Adumo (continued) The closing of the transaction was subject to customary closing conditions, including (i) approval from the competition authorities of South Africa and Namibia; (ii) exchange control approval from the financial surveillance department of the South African Reserve Bank; (iii) approval from all necessary regulatory bodies and from shareholders to issue the Consideration Shares to the Sellers; (iv) obtaining certain third-party consents; (v) the Company obtained confirmation from RMB that it has sufficient funds to settle the cash portion of the purchase consideration; (vi) approval of Adumo shareholders (including preference shareholders) with respect to entering into and implementation of the Purchase Agreement, and all other agreements and transactions contemplated in the Purchase Agreement; (vii) obtained the consent of Adumo’s lender regarding Adumo entering into and implementing the Purchase Agreement, and all other agreements and transactions contemplated in the Purchase Agreement; (viii) the release of certain Seller’s shares held as security by such bank; (ix) consent of the lender of one of Adumo’s shareholders regarding Adumo entering into the transaction; (x) the Company signing a written addendum to the Policy Agreement with International Finance Corporation that provides for the inclusion of the Consideration Shares attributable to certain Seller shareholders in the definition of “Put Shares” under the Policy Agreement, and related change; and (xi) a Seller (or their nominee), which ultimately was Crossfin, concluding share purchase agreements to dispose of an amount of Consideration Shares (which ultimately was determined as 3,587,332 Consideration Shares). The Company agreed to file a resale registration statement with the United States Securities and Exchange Commission (“SEC”) covering the resale of the Consideration Shares by the Sellers. The resale registration statement was declared effective by the SEC on December 6, 2024. The Company incurred transaction-related expenditures of $ 1.7 million during the nine months ended March 31, 2025, related to the acquisition of Adumo. The Company’s accruals presented in Note 10 of as March 31, 2025, includes an accrual of transaction related expenditures of $ 0.4 million and the Company does not expect to incur any further significant transaction costs over the remainder of the 2025 fiscal year. March 2025 acquisition of Recharger On November 19, 2024, the Company, through Lesaka SA, entered into a Sale of Shares Agreement (the “Recharger Purchase Agreement”) with Imtiaz Dhooma (Recharger’s former chief executive officer) and Ninety Nine Proprietary Limited (“the Seller”). Pursuant to the Recharger Purchase Agreement and subject to its terms and conditions, Lesaka, through its subsidiary, Lesaka SA, agreed to acquire, and the Seller agreed to sell, all of the outstanding equity interests in Recharger Proprietary Limited (“Recharger”). The transaction closed on March 3, 2025. At the same time, Recharger also entered into independent contractor agreement with Recharger’s former chief executive officer which has a term of 12 months and requires him, among other things, to support operational activities of the Recharger business, in consultation with Company representatives, facilitate the handover process and assist Recharger in transitioning ownership to Lesaka SA, avail himself for important customer and vendor meetings, attend scheduled weekly management committee meetings regarding operational and business activities of the Recharger business, and providing support on an ad-hoc basis to Company representatives with regard to operational matters and in facilitating the hand over, as and when reasonably required. This acquisition will be reported as part of the Company’s Enterprise Division and demonstrates positive advancement of the Company’s strategy in its Enterprise Division. The Company expects the acquisition to act as an entry point for it into the South African private utilities space while augmenting the Enterprise division’s alternative payment offering. The transaction consideration per the Recharger Purchase Agreement was ZAR 503.4 million ($ 27.0 million) and comprised ZAR 328.4 million ($ 17.6 million) in cash and ZAR 175.0 million ($ 9.4 million) in shares of the Company’s common stock, to be settled in two tranches. The share price applied to determine the number of shares of common stock to be issued for the equity consideration is based on the volume-weighted average price of the Company’s common shares for the three-month period prior to the disbursal of each tranche. Lesaka SA extended a ZAR 43.1 million ($ 2.3 million) loan to Recharger at closing which was exclusively used to repay an existing loan due by Recharger to the Seller. The first tranche, comprising ZAR 153.4 million ($ 8.2 million) in cash and 1,092,361 shares of the Company’s common stock with a value of ZAR 98.3 million ($ 5.3 million), was settled at closing. The value of the shares of common stock were calculated using the shares issued multiplied by the Company’s closing price on the Johannesburg Stock Exchange on March 3, 2025, of ZAR 90.00 , and translated to U.S. dollars at the exchange rate of $1: ZAR 18.63 . Lesaka SA delivered the 1,092,361 shares of the Company’s common stock from a pool of shares it purchased in October 2024, and the Company recognized a gain in additional paid-in-capital of $ 0.4 million related to the difference between in the value on March 3, 2025, and the price paid per share in October 2024. 13 2. Acquisitions (continued) 2025 Acquisitions (continued) March 2025 acquisition of Recharger (continued) The total purchase consideration was ZAR 294.8 million ($ 15.8 million) and comprised the issuance of the 1,092,361 shares of the Company’s common stock with a value of ZAR 98.3 million ($ 5.3 million), the settlement of the pre-existing relationship loan of ZAR 43.1 million ($ 2.3 million) and cash of ZAR 153.4 million ($ 8.2 ) million. The second and final tranche is due on March 3, 2026, and comprises a contractual cash payment of ZAR 175.0 million ($ 9.4 million) and the delivery of shares of Lesaka’s common stock with a contractual value of ZAR 75.0 million ($ 4.0 million). Pursuant to the Recharger Purchase Agreement, payment of the second tranche in March 2026 is contingent on Recharger’s former chief executive officer ’s ongoing service under the independent contractor agreement until March 3, 2026. If the future services are not provided, then the second tranche will not be paid, except if failure to provide future services is due to expiry of the contract, mutual agreement or death of the former chief executive officer. The former chief executive officer is also a director of the Seller, and signed the Recharger Purchaser Agreement on behalf of himself, Recharger and the Seller. He has also signed an independent contractor agreement under which he is required to provide post-combination service to Recharger. The Company has determined that as the payment of the second tranche is contingent on these post-combination services, the value of the second tranche is not treated as purchase consideration and rather, under U.S. GAAP, represents compensation for post-combination services. The post-combination services for the three and nine months ended March 31, 2025, of $ 1.1 million was calculated as the sum of one twelfth of the future cash payment and one twelfth of the value of future shares to be provided. The value of the future shares to be provided was calculated using the contractual value of ZAR 75.0 million divided by the volume-weighted average price of the Company’s common shares for the three-month period prior to March 31, 2025, divided by twelve and at the applicable exchange rate. The post-combination compensation charge is included in the caption transaction costs related to Adumo and Recharger acquisitions and certain compensation costs included on the unaudited condensed consolidated statement of operations. Refer to Note 13 for additional information. The liability for the future payments is included in the caption Other payables in the unaudited condensed consolidated balance sheet as of March 31, 2025, refer to Note 10. The Company incurred transaction-related expenditures of $ 0.3 million during the nine months ended March 31, 2025, related to the acquisition of Recharger. The Company does not expect to incur any further significant transaction costs over the remainder of the 2025 fiscal year. Other acquisitions Effective November 1, 2024, the Company, through its wholly owned subsidiary Adumo Technologies Proprietary Limited (“Adumo AT”), acquired the remaining shares (representing 50 % of the issued and outstanding shares) it did not own in Innervation Value Added Services Namibia Pty Ltd (“IVAS Nam”) for $ 0.4 million (ZAR 6.0 million, translated at November 1, 2024 exchange rates). IVAS Nam was accounted for using the equity method prior to the acquisition of a controlling interest in the company. Adumo paid ZAR 2.0 million of the purchase price prior to the acquisition of Adumo by the Company and the balance of ZAR 4.0 million will be paid in two equal tranches, one in March 2025 and the other in September 2025. The Company did not incur any significant transaction costs related to this acquisition. The Company, through Lesaka SA, acquired 100 % of Genisus Risk (Pty) Ltd for a cash consideration of ZAR 2.0 million ($ 0.1 million). The Company did not incur any significant transaction costs related to this acquisition. The Company, through its wholly owned subsidiary Cash Connect Management Solutions Proprietary Limited (“CCMS”), acquired 100 % of Master Fuel (Pty) Ltd (“Master Fuel) for a cash consideration of ZAR 2.0 million ($ 0.1 million). The Company did not incur any significant transaction costs related to this acquisition. 14 2. Acquisitions (continued) 2025 Acquisitions (continued) The preliminary purchase price allocation of acquisitions during the nine months ended March 31, 2025, translated at the foreign exchange rates applicable on the date of acquisition, in provided is the table below: Acquisitions during fiscal 2025 through March 31, 2025 Adumo Recharger Other Total Cash and cash equivalents $ 9,227 $ 1,720 $ 260 $ 11,207 Accounts receivable 6,799 17 706 7,522 Inventory 5,122 194 3 5,319 Property, plant and equipment 9,170 39 15 9,224 Operating lease right of use asset 1,025 401 - 1,426 Equity-accounted investment 477 - - 477 Goodwill 73,173 2,878 539 76,590 Intangible assets 27,187 17,179 69 44,435 Deferred income taxes assets 1,061 81 55 1,197 Other long-term assets 2,809 - - 2,809 Current portion of long-term borrowings (1,178) - - (1,178) Accounts payable (3,266) (149) (428) (3,843) Other payables (28,044) (1,439) (252) (29,735) Operating lease liability - current (1,019) (185) - (1,204) Income taxes payable (150) (4) (42) (196) Deferred income taxes liabilities (6,670) (4,638) (19) (11,327) Operating lease liability - long-term (326) (269) - (595) Long-term borrowings (7,308) - - (7,308) Other long-term liabilities (140) - - (140) Settlement assets 8,603 - - 8,603 Settlement liabilities (8,530) - - (8,530) Fair value of assets and liabilities on acquisition $ 88,022 $ 15,825 $ 906 $ 104,753 The fair value of the non-controlling interests recorded was $ 7.6 million. The fair value of the non-controlling interest was determined as the non-controlling interests respective portion of the equity value of the entity acquired by the Company, and which was adjusted for a 20 % minority discount. The allocation of the purchase price related to the various acquisitions is preliminary and not yet finalized. The preliminary allocation of the purchase price is based upon preliminary estimates which used information that was available to management at the time the unaudited condensed consolidated financial statements were prepared and these estimates and assumptions are subject to change within the measurement period, up to one year from the acquisition date. Accordingly, the allocation may change. We continue to refine certain inputs to the calculation of acquired intangible assets and, for Adumo, the valuation of the non-controlling interest. 15 2. Acquisitions (continued) 2025 Acquisitions (continued) Intangible assets acquired No intangible assets were identified related to the acquisition of IVAS Nam. Summarized below is the fair value of the intangible assets acquired and the weighted-average amortization period: Fair value as of acquisition date Weighted-average amortization period (in years) Finite-lived intangible asset: Acquired during the nine months ended March 31, 2025: Adumo – technology assets $ 13,997 3 - 7 Adumo – customer relationships 9,567 5 - 10 Adumo – brands 3,623 10 - 15 Recharger – technology assets 1,074 4 Recharger – customer relationships 16,105 5 Genisus Risk – technology assets 68 0.1 On acquisition of these businesses, the Company recognized an aggregate deferred tax liability of approximately $ 12.0 million related to the acquisition of intangible assets during the nine months ended March 31, 2025. Transaction costs and certain compensation costs The table below presents transaction costs incurred related to the acquisition of Adumo and Recharger, as well as certain post- combination compensation costs expensed during the three and nine months ended March 31, 2025 and 2024: Three months ended March 31, Nine months ended March 31, 2025 2024 2025 2024 Adumo transaction costs $ - $ 631 $ 1,702 $ 665 Recharger transaction costs (1) 92 - 342 - Recharger post-combination services expensed 1,130 - 1,130 - Total $ 1,222 $ 631 $ 3,174 $ 665 (1) Recharger transactions costs for the six months ended March 31, 2025, of $ 0.25 million have been allocated from Selling, general and administration to Transaction costs related to Adumo and Recharger and certain compensation costs in the unaudited condensed consolidated statement operations for the nine months ended March 31, 2025. 16 2. Acquisitions Pro forma results related to acquisitions Pro forma results of operations have not been presented for the acquisition of IVAS Nam, Genisus Risk and Master Fuel because the effect of these acquisitions, individually and in aggregate, are not material to the Company. Since the closing of these acquisitions, they have contributed revenue and net income of $ 0.2 million and $ 0.1 million, respectively, for the nine months ended March 31, 2025. The results of the Adumo and Recharger’s operations are reflected in the Company’s financial statements from October 1, 2024, and March 3, 2025, respectively. The following unaudited pro forma revenue and net income information has been prepared as if the acquisitions of Adumo and Recharger had occurred on July 1, 2023, using the applicable average foreign exchange rates for the periods presented: Three months ended March 31, Nine months ended March 31, 2025 2024 2025 2024 Revenue $ 137,713 $ 153,890 $ 449,891 $ 466,873 Net loss $ (21,810) $ (3,292) $ (56,292) $ (23,846) The unaudited pro forma financial information presented above includes the business combination accounting and other effects from the acquisitions including (1) amortization expense related to acquired intangibles and the related deferred tax; (2) the loss of interest income, net of taxation, as a result of funding a portion of the purchase price in cash; (3) an adjustment to exclude all applicable transaction-related costs recognized in the Company’s consolidated statement of operations for three and nine months ended March 31, 2025, and include the applicable transaction-related costs for the year ended June 30, 2024; an adjustment to exclude the post- combination compensation expenses related to the Recharger acquisition recognized in the Company’s consolidated statement of operations for three and nine months ended March 31, 2025, and include the expense during the year ended June 30, 2024. The unaudited pro forma net income presented above does not include any cost savings or other synergies that may result from the acquisition. The unaudited pro forma information as presented above is for information purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had occurred on these dates. Since the closing of the acquisitions, Adumo and Recharger have contributed aggregate revenue of $ 32.2 million and net income attributable to the Company, including intangible assets amortization related to assets acquired, net of deferred taxes, of $ 0.68 million. 17 3. Accounts receivable, net and other receivables and finance loans receivable, net Accounts receivable, net and other receivables The Company’s accounts receivable, net, and other receivables as of March 31, 2025, and June 30, 2024, are presented in the table below: March 31, June 30, 2025 2024 Accounts receivable, trade, net $ 18,037 $ 13,262 Accounts receivable, trade, gross 19,881 14,503 Less: Allowance for doubtful accounts receivable, end of period 1,844 1,241 Beginning of period 1,241 509 Reversed to statement of operations (85) (511) Charged to statement of operations 1,444 1,305 Utilized (732) (67) Foreign currency adjustment (24) 5 Current portion of amount outstanding related to sale of interest in Carbon, net of allowance: March 2025: $ 750 ; June 2024: $ 750 - - Current portion of total held to maturity investments - - Investment in 7.625 % of Cedar Cellular Investment 1 (RF) (Pty) Ltd 8.625 % notes - - Other receivables 18,090 23,405 Total accounts receivable, net and other receivables $ 36,127 $ 36,667 Trade receivables include amounts due from customers which generally have a very short-term life from date of invoice or service provided to settlement. The duration is less than a year in all cases and generally less than 30 days in many instances. The short-term nature of these exposures often results in balances at month-end that are disproportionately small compared to the total invoiced amounts. The month-end outstanding balance are more volatile than the monthly invoice amounts because they are affected by operational timing issues and the fact that a balance is outstanding at month-end is not necessarily an indication of increased risk but rather a matter of operational timing. Credit risk in respect of trade receivables are generally not significant and the Company has not developed a sophisticated model for these basic credit exposures. The Company determined to use a lifetime loss rate by expressing write-off experience as a percentage of corresponding invoice amounts (as opposed to outstanding balances). The allowance for credit losses related to these receivables has been calculated by multiplying the lifetime loss rate with recent invoice/origination amounts. Management actively monitors performance of these receivables over short periods of time. Different balances have different rules to identify an account in distress. Once balances in distress are identified, specific allowances are immediately created. Subsequent recovery from distressed accounts is not significant. Current portion of amount outstanding related to sale of interest in Carbon represents an amount due related to the sale of the loan in Carbon Tech Limited (“Carbon”), with a face value of $ 3.0 million, which was sold in September 2022 for $ 0.75 million, net of an allowance for doubtful loans receivable of $ 0.75 million. The Company has not yet received the outstanding $ 0.75 million related to the sale of the $ 3.0 million loan, and continues to engage with the purchaser to recover the outstanding balance. Investment in 7.625 % of Cedar Cellular Investment 1 (RF) (Pty) Ltd 8.625 % notes represents the investment in a note which was due to mature in August 2022 and forms part of Cell C’s capital structure. The carrying value as of each of March 31, 2025, and June 30, 2024, respectively was $ 0 (zero). Other receivables include prepayments, deposits, income taxes receivable and other receivables. 18 3. Accounts receivable, net and other receivables and finance loans receivable, net (continued) Finance loans receivable, net The Company’s finance loans receivable, net, as of March 31, 2025, and June 30, 2024, is presented in the table below: March 31, June 30, 2025 2024 Microlending finance loans receivable, net $ 41,188 $ 28,184 Microlending finance loans receivable, gross 44,050 30,131 Less: Allowance for doubtful finance loans receivable, end of period 2,862 1,947 Beginning of period 1,947 1,432 Reversed to statement of operations (160) (210) Charged to statement of operations 2,772 2,454 Utilized (1,663) (1,795) Foreign currency adjustment (34) 66 Merchant finance loans receivable, net 20,073 15,874 Merchant finance loans receivable, gross 23,731 18,571 Less: Allowance for doubtful finance loans receivable, end of period 3,658 2,697 Beginning of period 2,697 2,150 Reversed to statement of operations (22) (359) Charged to statement of operations 1,750 2,479 Utilized (725) (1,672) Foreign currency adjustment (42) 99 Total finance loans receivable, net $ 61,261 $ 44,058 Total finance loans receivable, net, comprises microlending finance loans receivable related to the Company’s microlending operations in South Africa as well as its merchant finance loans receivable related to Connect’s lending activities in South Africa. Certain merchant finance loans receivable with an aggregate balance of $ 19.2 million as of March 31, 2025 have been pledged as security for the Company’s revolving credit facility (refer to Note 9). Allowance for credit losses Microlending finance loans receivable Microlending finance loans receivable is related to the Company’s microlending operations in South Africa whereby it provides unsecured short-term loans to qualifying customers. Loans to customers have a tenor of up to nine months , with the majority of loans originated having a tenor of six months . The Company analyses this lending book as a single portfolio because the loans within the portfolio have similar characteristics and management uses similar processes to monitor and assess the credit risk of the lending book. Refer to Note 5 related to the Company risk management process related to these receivables. The Company has operated this lending book for more than five years and uses historical default experience over the lifetime of loans in order to calculate a lifetime loss rate for the lending book. The allowance for credit losses related to these microlending finance loans receivables is calculated by multiplying the lifetime loss rate with the month end outstanding lending book. The lifetime loss rate as of each of June 30, 2024 and March 31, 2025, was 6.50 %. The performing component (that is, outstanding loan payments not in arrears) of the book exceeds more than 98 %, of the outstanding lending book as of each of June 30, 2024 and March 31, 2025. Merchant finance loans receivable Merchant finance loans receivable is related to the Company’s Merchant lending activities in South Africa whereby it provides unsecured short-term loans to qualifying customers. Loans to customers have a tenor of up to twelve months , with the majority of loans originated having a tenor of approximately eight months . The Company analyses this lending book as a single portfolio because the loans within the portfolio have similar characteristics and management uses similar processes to monitor and assess the credit risk of the lending book. Refer to Note 5 related to the Company risk management process related to these receivables. 19 3. Accounts receivable, net and other receivables and finance loans receivable, net (continued) Finance loans receivable, net (continued) Allowance for credit losses (continued) Merchant finance loans receivable (continued) The Company uses historical default experience over the lifetime of loans generated thus far in order to calculate a lifetime loss rate for the lending book. The allowance for credit losses related to these merchant finance loans receivables is calculated by adding together actual receivables in default plus multiplying the lifetime loss rate with the month-end outstanding lending book. The lifetime loss rate as of each of June 30, 2024 and March 31, 2025, was approximately 1.18 %. The performing component (that is, outstanding loan payments not in arrears), under-performing component (that is, outstanding loan payments that are in arrears) and non-performing component (that is, outstanding loans for which payments appeared to have ceased) of the book represents approximately 88 %, 11 % and 1 %, respectively, of the outstanding lending book as of June 30, 2024. The performing component, under-performing component and non-performing component of the book represents approximately 88 %, 11 % and 1 %, respectively, of the outstanding lending book as of March 31, 2025. 4. Inventory The Company’s inventory comprised the following categories as of March 31, 2025, and June 30, 2024: March 31, June 30, 2025 2024 Raw materials $ 2,772 $ 2,791 Work-in-progress 455 71 Finished goods 15,611 15,364 $ 18,838 $ 18,226 Finished goods as of June 30, 2024, includes $ 1.8 million of Cell C airtime inventory that was previously classified as finished goods subject to sale restrictions. The Company sold all of this inventory during the first two months of the nine months ended March 31, 2025. 5. Fair value of financial instruments Initial recognition and measurement Financial instruments are recognized when the Company becomes a party to the transaction. Initial measurements are at cost, which includes transaction costs. Risk management The Company manages its exposure to currency exchange, translation, interest rate, credit, microlending credit and equity price and liquidity risks as discussed below. Currency exchange risk The Company is subject to currency exchange risk because it purchases components for its safe assets, that the Company assembles, and inventories that it is required to settle in other currencies, primarily the euro, renminbi, and U.S. dollar. The Company has used forward contracts in order to limit its exposure in these transactions to fluctuations in exchange rates between the South African rand (“ZAR”), on the one hand, and the U.S. dollar and the euro, on the other hand. Translation risk Translation risk relates to the risk that the Company’s results of operations will vary significantly as the U.S. dollar is its reporting currency, but it earns a significant amount of its revenues and incurs a significant amount of its expenses in ZAR. The U.S. dollar to the ZAR exchange rate has fluctuated significantly over the past three years. As exchange rates are outside the Company’s control, there can be no assurance that future fluctuations will not adversely affect the Company’s results of operations and financial condition. 20 5. Fair value of financial instruments (continued) Risk management (continued) Interest rate risk As a result of its normal borrowing activities, the Company’s operating results are exposed to fluctuations in interest rates, which it manages primarily through regular financing activities. Interest rates in South Africa remained unchanged for the majority of calendar 2024 however the South African Reserve Bank announced a 25-basis point reduction in the South African repurchase rate in each of September 2024, November 2024, and January 2025, with further reductions expected thereafter. Therefore, ignoring the impact of changes to the margin on its borrowings (refer to Note 9) and value of borrowings outstanding, the Company expects its cost of borrowing to decline moderately in the foreseeable future, however, the Company would expect a higher cost of borrowing if interest rates were to increase in the future. The Company periodically evaluates the cost and effectiveness of interest rate hedging strategies to manage this risk. The Company generally maintains surplus cash in cash equivalents and held to maturity investments and has occasionally invested in marketable securities. Credit risk Credit risk relates to the risk of loss that the Company would incur as a result of non-performance by counterparties. The Company maintains credit risk policies in respect of its counterparties to minimize overall credit risk. These policies include an evaluation of a potential counterparty’s financial condition, credit rating, and other credit criteria and risk mitigation tools as the Company’s management deems appropriate. With respect to credit risk on financial instruments, the Company maintains a policy of entering into such transactions only with South African and European financial institutions that have a credit rating of “B” (or its equivalent) or better, as determined by credit rating agencies such as Standard & Poor’s, Moody’s and Fitch Ratings. Consumer microlending credit risk The Company is exposed to credit risk in its Consumer microlending activities, which provides unsecured short-term loans to qualifying customers. Credit bureau checks as well as an affordability test are conducted as part of the origination process, both of which are in line with local regulations. The Company considers this policy to be appropriate because the affordability test it performs takes into account a variety of factors such as other debts and total expenditures on normal household and lifestyle expenses. Additional allowances may be required should the ability of its customers to make payments when due deteriorate in the future. Judgment is required to assess the ultimate recoverability of these finance loan receivables, including ongoing evaluation of the creditworthiness of each customer. Merchant lending The Company maintains an allowance for doubtful finance loans receivable related to its Merchant services segment with respect to short-term loans to qualifying merchant customers. The Company’s risk management procedures include adhering to its proprietary lending criteria which uses an online-system loan application process, obtaining necessary customer transaction-history data and credit bureau checks. The Company considers these procedures to be appropriate because it takes into account a variety of factors such as the customer’s credit capacity and customer-specific risk factors when originating a loan. Equity price and liquidity risk Equity price risk relates to the risk of loss that the Company would incur as a result of the volatility in the exchange-traded price of equity securities that it holds. The market price of these securities may fluctuate for a variety of reasons and, consequently, the amount that the Company may obtain in a subsequent sale of these securities may significantly differ from the reported market value. Equity liquidity risk relates to the risk of loss that the Company would incur as a result of the lack of liquidity on the exchange on which those securities are listed. The Company may not be able to sell some or all of these securities at one time, or over an extended period of time without influencing the exchange-traded price, or at all. 21 5. Fair value of financial instruments (continued) Financial instruments (continued) The following section describes the valuation methodologies the Company uses to measure its significant financial assets and liabilities at fair value. In general, and where applicable, the Company uses quoted prices in active markets for identical assets or liabilities to determine fair value. This pricing methodology would apply to Level 1 investments. If quoted prices in active markets for identical assets or liabilities are not available to determine fair value, then the Company uses quoted prices for similar assets and liabilities or inputs other than the quoted prices that are observable either directly or indirectly. These investments would be included in Level 2 investments. In circumstances in which inputs are generally unobservable, values typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model- based techniques that include option pricing models, discounted cash flow models, and similar techniques. Investments valued using such techniques are included in Level 3 investments. Asset measured at fair value using significant observable inputs – investment in MobiKwik The Company’s owns 6,215,620 equity shares of One MobiKwik Systems Limited (“MobiKwik”). MobiKwik listed on the National Stock Exchange of India (“NSE”) on December 18, 2024. Up until its listing MobiKwik did not have a readily determinable fair value and the Company elected to measure its investment in MobiKwik at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer (“cost plus or minus changes in observable prices equity securities”). From the date of MobiKwik’s listing, the Company has used MobiKwik’s closing price reported on the NSE on the last trading day related to last day of the Company’s reporting period to determine the fair value of the equity securities owned by the Company. The Company has determined a fair value per MobiKwik share of $ 3.56 (INR 304.05 per share on the last trading day of the quarter at the USD: INR exchange rates applicable as of March 31, 2025). Refer to Note 6 for additional information. Asset measured at fair value using significant unobservable inputs – investment in Cell C The Company’s Level 3 asset represents an investment of 75,000,000 class “A” shares in Cell C, a significant mobile telecoms provider in South Africa. The Company used a discounted cash flow model developed by the Company to determine the fair value of its investment in Cell C as of March 31, 2025 and June 30, 2024, respectively, and valued Cell C at $ 0.0 (zero) and $ 0.0 (zero) as of March 31, 2025, and June 30, 2024, respectively. The Company incorporates the payments under Cell C’s lease liabilities into the cash flow forecasts and assumes that Cell C’s deferred tax assets would be utilized over the forecast period. The Company has assumed a marketability discount of 20 % and a minority discount of 24 %. The Company utilized the latest business plan provided by Cell C management for the period ending December 31, 2027, for the March 31, 2025, and June 30, 2024, valuations. Adjustments have been made to the WACC rate to reflect the Company’s assessment of risk to Cell C achieving its business plan. The following key valuation inputs were used as of March 31, 2025 and June 30, 2024: Weighted Average Cost of Capital ("WACC"): Between 21 % and 26 % over the period of the forecast Long term growth rate: 4.5 % ( 4.5 % as of June 30, 2024) Marketability discount: 20 % ( 20 % as of June 30, 2024) Minority discount: 24 % ( 24 % as of June 30, 2024) Net adjusted external debt - March 31, 2025: (1) ZAR 7.8 billion ($ 0.4 billion), no lease liabilities included Net adjusted external debt - June 30, 2024: (2) ZAR 7.9 billion ($ 0.4 billion), no lease liabilities included (1) translated from ZAR to U.S. dollars at exchange rates applicable as of March 31, 2025. (2) translated from ZAR to U.S. dollars at exchange rates applicable as of June 30, 2024. The following table presents the impact on the carrying value of the Company’s Cell C investment of a 1.0 % decrease and 1.0 % increase in the WACC rate and the EBITDA margins respectively used in the Cell C valuation on March 31, 2025, all amounts translated at exchange rates applicable as of March 31, 2025: Sensitivity for fair value of Cell C investment 1.0% increase 1.0% decrease WACC rate $ - $ 863 EBITDA margin $ 1,570 $ - The aggregate fair value of the MobiKwik and Cell C’s shares as of March 31, 2025, represented 3.4 % of the Company’s total assets, including these shares. The Company expects that there will be short-term equity price volatility with respect to these shares, and with respect to Cell C specifically, particularly given that Cell C remains in a turnaround process. 22 5. Fair value of financial instruments The following table presents the Company’s assets measured at fair value on a recurring basis as of March 31, 2025, according to the fair value hierarchy: Quoted Price in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets Investment in Cell C $ - $ - $ - $ - Investment in MobiKwik 22,113 - - 22,113 Related to insurance business: Cash, cash equivalents and restricted cash (included in other long-term assets) 137 - - 137 Fixed maturity investments (included in cash and cash equivalents) 4,424 - - 4,424 Total assets at fair value $ 26,674 $ - $ - $ 26,674 The following table presents the Company’s assets measured at fair value on a recurring basis as of June 30, 2024, according to the fair value hierarchy: Quoted Price in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Assets Investment in Cell C $ - $ - $ - $ - Related to insurance business Cash and cash equivalents (included in other long-term assets) 216 - - 216 Fixed maturity investments (included in cash and cash equivalents) 4,635 - - 4,635 Total assets at fair value $ 4,851 $ - $ - $ 4,851 There have been no transfers in or out of Level 3 during the nine months ended March 31, 2025 and 2024, respectively. There was no movement in the carrying value of assets measured at fair value on a recurring basis, and categorized within Level 3, during the nine months ended March 31, 2025 and 2024. Summarized below is the movement in the carrying value of assets and liabilities measured at fair value on a recurring basis, and categorized within Level 3, during the nine months ended March 31, 2025: Carrying value Assets Balance as of June 30, 2024 $ - Foreign currency adjustment (1) - Balance as of March 31, 2025 $ - (1) The foreign currency adjustment represents the effects of the fluctuations of the South African rand against the U.S. dollar on the carrying value. 23 5. Fair value of financial instruments Summarized below is the movement in the carrying value of assets and liabilities measured at fair value on a recurring basis, and categorized within Level 3, during the nine months ended March 31, 2024: Carrying value Assets Balance as of June 30, 2023 $ - Foreign currency adjustment (1) - Balance as of March 31, 2024 $ - (1) The foreign currency adjustment represents the effects of the fluctuations of the South African rand against the U.S. dollar on the carrying value. Assets measured at fair value on a nonrecurring basis The Company measures equity investments without readily determinable fair values at fair value on a nonrecurring basis. The fair values of these investments are determined based on valuation techniques using the best information available and may include quoted market prices, market comparables, and discounted cash flow projections. An impairment charge is recorded when the cost of the asset exceeds its fair value and the excess is determined to be other-than-temporary. Refer to Note 6 for impairment charges recorded during the reporting periods presented herein. The Company has no liabilities that are measured at fair value on a nonrecurring basis. 6. Equity-accounted investments and other long-term assets Refer to Note 9 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2024, for additional information regarding its equity-accounted investments and other long-term assets. Equity-accounted investments The Company’s ownership percentage in its equity-accounted investments as of March 31, 2025, and June 30, 2024, was as follows: March 31, June 30, 2025 2024 Sandulela Technology (Pty) Ltd ("Sandulela") 49.0 % 49.0 % SmartSwitch Namibia (Pty) Ltd (“SmartSwitch Namibia”) 50.0 % 50.0 % Sale and impairment of Finbond shares during the nine months ended March 31, 2024 On August 10, 2023, the Company, through its wholly owned subsidiary Net1 Finance Holdings (Pty) Ltd, entered into an agreement with Finbond to sell its remaining shareholding to Finbond for a cash consideration of ZAR 64.2 million ($ 3.5 million), or ZAR 0.2911 per share. The transaction was subject to certain conditions, including regulatory and shareholder approvals, which were finalized in December 2023. The cash proceeds received of ZAR 64.2 million ($ 3.5 million) were used to repay capitalized interest under the Company’s borrowing facilities. As noted above, the Company entered into an agreement to exit its position in Finbond and the Company considered this an impairment indicator. The Company is required to include any foreign currency translation reserve and other equity account amounts in its impairment assessment if it considers exiting an equity method investment. The Company performed an impairment assessment of its holding in Finbond, including the foreign currency translation reserve and other equity account amounts, as of September 30, 2023. The Company recorded an impairment loss of $ 1.2 million during the quarter ended September 30, 2023, which represented the difference between the determined fair value of the Company’s interest in Finbond and the Company’s carrying value, including the foreign currency translation reserve (before the impairment). The Company used the price of ZAR 0.2911 referenced in the August 2023 agreement referred to above to calculate the determined fair value for Finbond. 24 6. Equity-accounted investments and other long-term assets (continued) Equity-accounted investments (continued) Sale and impairment of Finbond shares during the nine months ended March 31, 2024 (continued) The Company sold 7,379,656 shares in Finbond for cash during the nine months ended March 31, 2024, respectively. The Company did no t record a gain or loss on the disposal because the sale proceeds were equivalent to the net carrying value, including accumulated reserves, of the investment in Finbond as of the disposal date. The following table presents the calculation of the disposal of Finbond shares during the nine months ended March 31, 2024: 2024 Loss on disposal of Finbond shares: Consideration received in cash $ 3,508 Less: carrying value of Finbond shares sold (2,112) Less: release of foreign currency translation reserve from accumulated other comprehensive loss (1,543) Add: release of stock-based compensation charge related to equity-accounted investment 147 Loss on sale of Finbond shares $ - Carbon In September 2022, the Company, through its wholly-owned subsidiary, Net1 Applied Technologies Netherlands B.V. (“Net1 BV”), entered into a binding term sheet with the Etobicoke Limited (“Etobicoke”) to sell its entire interest, or 25 %, in Carbon to Etobicoke for $ 0.5 million and a loan due from Carbon, with a face value of $ 3.0 million, to Etobicoke for $ 0.75 million. Both the equity interest and the loan had a carrying value of $ 0 (zero) at June 30, 2022. The parties agreed that Etobicoke pledge the Carbon shares purchased as security for the amounts outstanding under the binding term sheet. The Company received $ 0.25 million on closing and the outstanding balance due by Etobicoke was expected to be paid as follows: (i) $ 0.25 million on September 30, 2023 (the amount was received in October 2023), and (ii) the remaining amount, of $ 0.75 million in March 2024 (the amount has not been received as of March 31, 2025 (refer to Note 3)). Summarized below is the movement in equity-accounted investments and loans provided to equity-accounted investments during the nine months ended March 31, 2025: Total (1) Investment in equity Balance as of June 30, 2024 $ 206 Comprehensive income: 89 Other comprehensive income - Equity accounted (loss) earnings 89 Share of net (loss) earnings 89 Impairment - Dividends received (65) Equity-accounted investment acquired in business combination (Note 2) 477 Disposal of equity accounted investment (Note 2) (507) Foreign currency adjustment (2) (1) Balance as of March 31, 2025 $ 199 (1) Includes Sandulela and SmartSwitch Namibia; (2) The foreign currency adjustment represents the effects of the fluctuations of the ZAR and Namibian dollar, against the U.S. dollar on the carrying value. 25 6. Equity-accounted investments and other long-term assets (continued) Other long-term assets Summarized below is the breakdown of other long-term assets as of March 31, 2025, and June 30, 2024: March 31, June 30, 2025 2024 Total equity investments $ 22,113 $ 76,297 Investment in 5 % of Cell C (June 30, 2024: 5 %) at fair value (Note 5) - - Investment in 8 % of MobiKwik (June 30, 2024: 10 %) (1) 22,113 76,297 Investment in 87.5 % of CPS (June 30, 2024: 87.5 %) at fair value (1)(2) - - Policy holder assets under investment contracts (Note 8) 137 216 Reinsurance assets under insurance contracts (Note 8) 1,750 1,469 Other long-term assets 1,774 - Total other long-term assets $ 25,774 $ 77,982 (1) The Company determined that MobiKwik (up until December 2024) and CPS do not have readily determinable fair values and therefore elected to record these investments at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. (2) On October 16, 2020, the High Court of South Africa, Gauteng Division, Pretoria ordered that CPS be placed into liquidation. Refer to Note 5 for additional information regarding the determination of the fair value of Company’s investment in MobiKwik as of March 31, 2025. The Company used this valuation as the basis for its adjustment to decrease the carrying value of its investment in MobiKwik by $ 54.2 million from $ 76.3 million as of June 30, 2024, to $ 22.1 million as of March 31, 2025. The change in the fair value of MobiKwik for the three and nine months ended March 31, 2025, of $ 20.4 million and $ 54.2 million, respectively, is included in the caption “Change in fair value of equity securities” in the consolidated statement of operations for the three and nine months ended March 31, 2025. Summarized below are the components of the Company’s equity securities without readily determinable fair value and held to maturity investments as of March 31, 2025: Cost basis Unrealized holding Unrealized holding Carrying gains losses value Equity securities: Investment in CPS $ - $ - $ - $ - Held to maturity: Investment in Cedar Cellular notes (Note 3) - - - - Summarized below are the components of the Company’s equity securities without readily determinable fair value and held to maturity investments as of June 30, 2024: Cost basis Unrealized holding Unrealized holding Carrying gains losses value Equity securities: Investment in MobiKwik $ 26,993 $ 49,304 $ - $ 76,297 Investment in CPS - - - - Held to maturity: Investment in Cedar Cellular notes - - - - Total $ 26,993 $ 49,304 $ - $ 76,297 26 7. Goodwill and intangible assets, net Goodwill Summarized below is the movement in the carrying value of goodwill for the nine months ended March 31, 2025: Gross value Accumulated impairment Carrying value Balance as of June 30, 2024 $ 157,899 $ (19,348) $ 138,551 Acquisitions (Note 2) (1) 76,590 - 76,590 Foreign currency adjustment (2) (5,430) 125 (5,305) Balance as of March 31, 2025 $ 229,059 $ (19,223) $ 209,836 (1) – Represents goodwill arising from the acquisition of Adumo, Recharger, IVAS Namibia and Master Fuel and translated at the foreign exchange rates applicable on the date the transactions became effective. This goodwill has been allocated to the Merchant (a portion Adumo, IVAS Namibia and Master Fuel), Consumer (a portion of Adumo) and Enterprise (Recharger) reportable operating segments. (2) – The foreign currency adjustment represents the effects of the fluctuations of the South African rand against the U.S. dollar on the carrying value. Goodwill associated with the acquisitions represents the excess of cost over the fair value of acquired net assets. Goodwill arising from these acquisitions is not deductible for tax purposes. See Note 2 for the allocation of the purchase price to the fair value of acquired net assets. Goodwill has been allocated to the Company’s reportable segments as follows: Merchant Consumer Enterprise Carrying value Balance as of June 30, 2024 $ 123,396 $ - $ 15,155 $ 138,551 Acquisitions (Note 2) 64,795 8,703 3,092 76,590 Foreign currency adjustment (1) (4,513) (481) (311) (5,305) Balance as of March 31, 2025 $ 183,678 $ 8,222 $ 17,936 $ 209,836 (1) The foreign currency adjustment represents the effects of the fluctuations of the South African rand against the U.S. dollar on the carrying value. Intangible assets, net Carrying value and amortization of intangible assets Summarized below is the carrying value and accumulated amortization of intangible assets as of March 31, 2025, and June 30, 2024: As of March 31, 2025 As of June 30, 2024 Gross carrying value Accumulated amortization Net carrying value Gross carrying value Accumulated amortization Net carrying value Finite-lived intangible assets: Customer relationships (1) $ 51,221 $ (16,445) $ 34,776 $ 25,880 $ (14,030) $ 11,850 Software, integrated platform and unpatented technology (1) 130,581 (35,449) 95,132 115,213 (25,763) 89,450 FTS patent 2,088 (2,088) - 2,107 (2,107) - Brands and trademarks (1) 17,641 (5,391) 12,250 14,353 (4,300) 10,053 Total finite-lived intangible assets $ 201,531 $ (59,373) $ 142,158 $ 157,553 $ (46,200) $ 111,353 (1) March 31, 2025 balances include the intangible assets acquired as part of the Adumo acquisition in October 2024, and the Recharger and Genisus Risk acquisitions in March 2025. 27 7. Goodwill and intangible assets, net (continued) Intangible assets, net (continued) Aggregate amortization expense on the finite-lived intangible assets for the three months ended March 31, 2025 and 2024, was $ 5.1 million and $ 3.6 million, respectively. Aggregate amortization expense on the finite-lived intangible assets for the nine months ended March 31, 2025 and 2024, was $ 13.9 million and $ 10.8 million, respectively. Future estimated annual amortization expense for the next five fiscal years and thereafter, assuming exchange rates that prevailed on March 31, 2025, is presented in the table below. Actual amortization expense in future periods could differ from this estimate as a result of acquisitions, changes in useful lives, exchange rate fluctuations and other relevant factors. Fiscal 2025 (excluding nine months ended March 31, 2025) $ 5,721 Fiscal 2026 22,916 Fiscal 2027 22,679 Fiscal 2028 22,254 Fiscal 2029 21,690 Thereafter 46,898 Total future estimated annual amortization expense $ 142,158 8. Assets and policyholder liabilities under insurance and investment contracts Reinsurance assets and policyholder liabilities under insurance contracts Summarized below is the movement in reinsurance assets and policyholder liabilities under insurance contracts during the nine months ended March 31, 2025: Reinsurance Assets (1) Insurance contracts (2) Balance as of June 30, 2024 $ 1,469 $ (2,241) Increase in policy holder benefits under insurance contracts 526 (7,480) Claims and decrease in policyholders’ benefits under insurance contracts (227) 6,970 Foreign currency adjustment (3) (18) 29 Balance as of March 31, 2025 $ 1,750 $ (2,722) (1) Included in other long-term assets (refer to Note 6); (2) Included in other long-term liabilities; (3) Represents the effects of the fluctuations of the ZAR against the U.S. dollar. The Company has agreements with reinsurance companies in order to limit its losses from various insurance contracts, however, if the reinsurer is unable to meet its obligations, the Company retains the liability. The value of insurance contract liabilities is based on the best estimate assumptions of future experience plus prescribed margins, as required in the markets in which these products are offered, namely South Africa. The process of deriving the best estimate assumptions plus prescribed margins includes assumptions related to claim reporting delays (based on average industry experience). Assets and policyholder liabilities under investment contracts Summarized below is the movement in assets and policyholder liabilities under investment contracts during the nine months ended March 31, 2025: Assets (1) Investment contracts (2) Balance as of June 30, 2024 $ 216 $ (216) Increase in policy holder benefits under investment contracts 11 (11) Claims and decrease in policyholders’ benefits under investment contracts (89) 89 Foreign currency adjustment (3) (1) 1 Balance as of March 31, 2025 $ 137 $ (137) (1) Included in other long-term assets (refer to Note 6); (2) Included in other long-term liabilities; (3) Represents the effects of the fluctuations of the ZAR against the U.S. dollar. The Company does not offer any investment products with guarantees related to capital or returns. 28 9. Borrowings Refer to Note 12 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2024, for additional information regarding its borrowings. Reference rate reform After the transition away from certain interbank offered rates in foreign jurisdictions (“IBOR reform ”), the reforms to South Africa’s reference interest rate are now accelerating rapidly. The Johannesburg Interbank Average Rate (“JIBAR”) will be replaced by the new South African Overnight Index Average (“ZARONIA”). Certain of the Company’s borrowings reference JIBAR as a base interest rate. ZARONIA reflects the interest rate at which rand-denominated overnight wholesale funds are obtained by commercial banks. There is uncertainty surrounding the timing and manner in which the transition would occur and how this would affect our borrowings. The Company is in regular contact with its lenders and negotiate changes to the existing borrowing agreements once there is greater clarity on the implementation of ZARONIA. South Africa The amounts below have been translated at exchange rates applicable as of the dates specified. On February 27, 2025, the Company, Lesaka SA and a number of other subsidiaries of Lesaka SA entered into a Common Terms Agreement (the “CTA”) with FirstRand Bank Limited (acting through its Rand Merchant Bank division) (“RMB”), FirstRand Bank Limited (acting through its WesBank division) (“WesBank”), FirstRand Bank Limited being a South African corporate and investment bank, Investec Bank Limited (acting through its Investment Banking division: Corporate Solutions) (“Investec” and together with RMB and WesBank, the “Lenders”), a South African corporate and investment bank, and Bowwood and Main No 408 (RF) Proprietary Limited (“Debt Guarantor”), a South African company incorporated for the sole purpose of holding collateral for the benefit of the Lenders and acting as debt guarantor, and certain other parties. Lesaka SA has obtained three loan facilities from the Lenders, a term loan of up to ZAR 2.2 billion ($ 117.5 million) (“Facility A”), an amortizing loan of up to ZAR 1.0 billion ($ 54.5 million) (“Facility B”) and a senior revolving credit facility of up to ZAR 2.2 billion ($ 117.5 million) (“Senior RCF”), and a general banking facility from RMB of up to ZAR 700.9 million ($ 38.2 million) (the “GBF”, and collectively with Facility A, Facility B and Senior RCF, the “Facilities”), which are described in more detail below. The Company , Lesaka SA and the majority of Lesaka SA’s directly and indirectly wholly-owned subsidiaries have agreed to guarantee the obligations of Lesaka SA and of the other borrowers under the Facilities to the Lenders. The CTA contains customary covenants which includes a requirement for Lesaka SA to maintain specified Net Debt to EBITDA and Interest Cover Ratios (as defined in the CTA) and restricts the ability of Lesaka SA, and certain of its subsidiaries to make certain distributions with respect to their capital stock, prepay other debt, encumber their assets, incur additional indebtedness, make investment above specified levels, engage in certain business combinations and engage in other corporate activities. The CTA provides that if any subsidiary of the Company receives proceeds from the disposal of shares in/claims against, or assets of MobiKwik, it would offer to prepay the certain specified loans/facilities and loan outstandings to the Lenders (as contemplated in the CTA). Lesaka SA paid non-refundable debt structuring fees of ZAR 10.0 million to the Lenders on February 27, 2025. The JIBAR, an average of 3 month negotiable certificates of deposit (“NCD”) rates, on March 31, 2025, was 7.56 %. The prime rate, the benchmark rate at which private sector banks lend to the public in South Africa, on March 31, 2025, was 11.00 %. Facilities obtained in February 2025 Long-term borrowings – Senior Facility A Agreement Concurrent with the execution of the CTA, Lesaka SA, the Lenders and RMB (as facility agent) entered into a Senior Term Facility A Agreement (“Facility A Agreement”) and a Senior RCF Agreement (“RCF Agreement”). Pursuant to the Facility A Agreement, Lesaka SA may borrow up to an aggregate amount of ZAR 2,2 billion for the sole purpose of refinancing the existing facilities of Lesaka SA and Cash Connect Management Solutions Proprietary Limited’s (“CCMS”) with RMB, funding transaction costs and for general corporate purposes. Lesaka SA utilized Facility A in full on February 28, 2025, to settle a portion of its existing facilities with RMB and to settle all of CCMS’ existing facilities with RMB, as well as to pay certain transaction costs. Facility A is required to be repaid in full on February 28, 2029. Facility A is subject to customary mandatory prepayment terms. Lesaka SA is permitted to make voluntary prepayments of Facility A, and is permitted to subsequently utilize any voluntary prepayments made under Facility A under the RCF Agreement. Amount utilized under the RCF Agreement are required to be repaid in full on February 28, 2029. 29 9. Borrowings (borrowings) South Africa (continued) Facilities obtained in February 2025 (continued) Long-term borrowings – Senior Facility A Agreement (continued) Interest on Facility A and utilization under the RCF Agreement is payable quarterly in arrears at end of March, June, September and December, with the first interest payment due on June 30, 2025. Interest on Facility A is based on JIBAR in effect from time to time plus an initial margin of 3.25 % per annum until June 30, 2025. From July 1, 2025, the margin on Facility A will be determined with reference to the Net Debt to EBITDA Ratio, and the margin will be either (i) 3.25 %, if the Net Debt to EBITDA Ratio is greater than or equal to 2.5 times; or (ii) 2.5 %, if the Net Debt to EBITDA Ratio is less than 2.5 times. Long-term borrowings – Senior Facility B Agreement Concurrent with the execution of the CTA, Lesaka SA, the Lenders and RMB (as facility agent) entered into a Senior Term Facility B Agreement (“Facility B Agreement”). Pursuant to the Facility B Agreement, Lesaka SA may borrow up to an aggregate of ZAR 1.0 billion for the sole purpose of refinancing the Lesaka SA existing facilities, including its general banking facilities, with RMB, and for general corporate purposes. Lesaka SA utilized Facility B in full on February 28, 2025, to repay a portion of its existing facilities as well as to settle a portion of its existing general banking facility. Facility B is required to be repaid in four annual installments, as follows: (i) ZAR 150 million ($ 8.2 million) on February 28, 2026; (ii) ZAR 200 million ($ 10.9 million) on February 28, 2027; (iii) ZAR 300 million ($ 16.3 million) on February 28, 2028; and (iv) R 350 million ($ 19.1 million) on February 28, 2029. Facility B is subject to customary mandatory prepayment terms. Lesaka SA is permitted to make voluntary prepayments of Facility B, however it is unable to subsequently utilize any amounts prepaid. Interest on Facility B is payable quarterly in arrears at end of March, June, September and December, with the first interest payment due on June 30, 2025. Interest on Facility B is based on JIBAR in effect from time to time plus an initial margin of 3.15 % per annum until June 30, 2025. From July 1, 2025, the margin on Facility B will be determined with reference to the Net Debt to EBITDA Ratio, and the margin will be either (i) 3.15 %, if the Net Debt to EBITDA Ratio is greater than or equal to 2.5 times; or (ii) 2.4 %, if the Net Debt to EBITDA Ratio is less than 2.5 times. Short-term facility - General Banking Facility Concurrent with the execution of the CTA, Lesaka SA and RMB entered into a General Banking Facility Agreement (“GBF Agreement”) which replaced it existing general banking facility maturing on February 28, 2025. Pursuant to the GBF Agreement, Lesaka SA and certain of its subsidiaries may borrow up to an aggregate of ZAR 700.9 million for general corporate expenditure (including capital expenditure) and working capital purposes of the Lesaka SA and certain of its subsidiaries. Lesaka SA utilized a portion of the GBF to refinance its existing general banking facility. As of March 31, 2025, the Company had utilized ZAR 432.2 million ($ 23.6 million) of this facility. The GBF is available for utilization from February 28, 2025, and is subject to annual review by RMB. Interest on the GBF is payable monthly and is based on the South African prime rate in effect from time to time less 0.50 %. The GBF Agreement also provides Lesaka SA and certain of its subsidiaries with other facilities in an aggregate of ZAR 100.7 million ($ 5.5 million), which indirect, short-term direct and contingent facilities, including bank guarantee, forward exchange contract, credit card and settlement facilities. As of March 31, 2025, the aggregate amount of the Company’s short-term South African indirect credit facility with RMB was ZAR 100.7 million ($ 5.5 million). As of March 31, 2025, the Company had utilized ZAR 33.1 million ($ 1.8 million) of its other facilities to enable the bank to issue guarantees, letters of credit and forward exchange contracts (refer to Note 20). Wesbank Facilities The Company, through certain of its South African subsidiaries, has an asset-backed facility of ZAR 227.0 million ($ 10.9 million)] (of which ZAR 139.3 million ($ 7.6 million) has been utilized). CCC Revolving Credit Facility, comprising long-term borrowings As of March 31, 2025, the amount of the CCC Revolving Credit Facility was ZAR 300.0 million (of which ZAR 299.9 million has been utilized). The CCC Revolving Credit Facility was scheduled to be repaid in full on November 2024, but this has been extended to June 30, 2025. The Company is currently renegotiating terms with RMB. The CCC Revolving Credit Facility has been presented in current portion of long-term borrowings in the unaudited condensed consolidated balance sheet as of March 31, 2025. Interest on the Revolving Credit Facility is payable on the last business day of each calendar month and is based on the South African prime rate in effect from time to time plus a margin of 0.95 % per annum. 30 9. Borrowings (borrowings) South Africa (continued) Nedbank facility, comprising short-term facilities As of March 31, 2025, the aggregate amount of the Company’s short-term South African credit facility with Nedbank Limited was ZAR 156.6 million ($ 8.5 million). The credit facility represents indirect and derivative facilities of up to ZAR 156.6 million ($ 8.5 million), which include guarantees, letters of credit and forward exchange contracts. As of March 31, 2025 and June 30, 2024, the Company had utilized ZAR 2.1 million ($ 0.1 million) and ZAR 2.1 million ($ 0.1 million), respectively, of its indirect and derivative facilities of ZAR 156.6 million (June 30, 2024: ZAR 156.6 million) to enable the bank to issue guarantees, letters of credit and forward exchange contracts (refer to Note 20). In terms of a commitment provided to the lender under the CTA entered into on February 27, 2025, the Company has undertaken not to utilize more than ZAR 5.0 million ($ 0.3 million) of the Nedbank Facility. RMB Facilities, as amended, comprising a short-term facility (Facility E) and long-term borrowings Long-term borrowings - Facility G and Facility H – all repaid and cancelled On February 28, 2025, the Company used its new borrowings to settle Facility G and Facility H in full, including accumulated interest of ZAR 201.7 million ($ 10.9 million). These facilities, excluding accrued interest, included (i) Facility G of ZAR 492.1 million ($ 26.6 million); (ii) Facility H of ZAR 350.0 million ($ 18.9 million); and (iii) a Facility G revolver of ZAR 200.0 million ($ 10.8 million) (of which ZAR 199 million ($ 10.8 million) had been utilized at February 28, 2025). These facilities were repaid in full on February 28, 2025, utilizing funding obtained under the CTA and the Facility G and Facility H agreements were cancelled. Amounts translated at rates prevailing on the repayment date. The interest rate on these facilities was JIBAR plus a margin of 4.75 %. The Company had a short-term South African indirect credit facility with RMB under its cancelled lending facilities of ZAR 135.0 million ($ 7.4 million), which included facilities for guarantees, letters of credit and forward exchange contracts. As of June 30, 2024, the Company had utilized ZAR 33.1 million ($ 1.8 million), of these facilities to enable the bank to issue guarantees, letters of credit and forward exchange contracts (refer to Note 20). Short-term facility - Facility E – cancelled in November 2024 The Company cancelled its Facility E facility agreement in November 2024. The overdraft facility could only be used to fund ATMs and therefore the overdraft utilized and converted to cash to fund the Company’s ATMs was considered restricted cash. The interest rate on this facility was equal to the prime rate. RMB Bridge Facilities, comprising a short-term facility obtained in October 2024 and amended in December 2024 On September 30, 2024, Lesaka SA entered into a Facility Letter (the “F2024 Facility Letter”) with RMB to provided Lesaka SA a ZAR 665.0 million funding facility (the “Bridge Facility”). The Bridge Facility was used by Lesaka SA to (i) settle an amount of ZAR 232.2 due under the Adumo transaction (refer to Note 2); (ii) pay Crossfin Holdings (RF) Proprietary Limited (“Crossfin Holdings”) ZAR 207.2 million under a share purchase agreement concluded between Lesaka SA and Crossfin Holdings (refer to Note 11); (iii) pay an amount of ZAR 147.5 million, which includes interest, notified by Investec to Adumo and Lesaka SA as a result of the transaction described in Note 2, and (iv) pay an origination fee of ZAR 7.6 million to RMB. The Facility also provided Lesaka with ZAR 70.0 million for transaction -related expenses. On December 10, 2024, Lesaka SA and RMB entered into a First Addendum to the Facility Letter (the “F2024 Addendum Letter”). The F2024 Addendum Letter provided Lesaka SA with an additional ZAR 250.0 million general banking facility (“2024 GBF Facility”) which could be used for general corporate purposes. The Bridge Facility and 2024 GBF Facility were repaid in full on February 28, 2025, utilizing funding obtained under the CTA and the agreements cancelled. Interest on the Bridge Facility and the 2024 GBF Facility was calculated at the prime rate plus 1.80 %. The Bridge Facility and the 2024 GBF Facility were unsecured and were repaid in full on February 28, 2025, the maturity date, pursuant to the refinancing process. 31 9. Borrowings (borrowings) South Africa (continued) Connect Facilities, comprising long-term borrowings and a short-term facility The Connect Facilities included (i) an overdraft facility (general banking facility) of ZAR 170.0 million ($ 9.2 million); (ii) Facility A of ZAR 700.0 million ($ 37.9 million); (iii) Facility B of ZAR 550.0 million ($ 29.8 million) (both were fully utilized). These facilities were repaid in full on February 28, 2025, utilizing funding obtained under the CTA and the agreements cancelled. Amounts translated at rates prevailing on the repayment date. On October 29, 2024, the Company, through CCMS, entered into an addendum to a facility letter with RMB, to obtain a ZAR 100.0 million temporary increase in its overdraft facility for a period of approximately four months to specifically fund the purchase of prepaid airtime vouchers. This temporary increase was repayable in equal daily instalments which commenced at the end of October 2024 with the final repayment made on February 15, 2025. Movement in short-term credit facilities Summarized below are the Company’s short-term facilities as of March 31, 2025, and the movement in the Company’s short- term facilities from as of June 30, 2024 to as of March 31, 2025: RMB RMB Nedbank RMB RMB RMB GBF Other Facilities Connect Bridge Facility E Total Short-term facilities available as of March 31, 2025 $ 38,195 $ 5,487 $ 8,531 $ - $ - $ - $ 52,213 Overdraft 38,195 - - - - - 38,195 Indirect and derivative facilities - 5,487 8,531 - - - 14,018 Movement in utilized overdraft facilities: Restricted as to use for ATM funding only - - - - - 6,737 6,737 No restrictions as to use - - - 9,351 - - 9,351 Balance as of June 30, 2024 - - - 9,351 - 6,737 16,088 Utilized 23,489 - - 5,655 41,150 23,894 94,188 Repaid - - - (14,627) (39,205) (31,028) (84,860) Foreign currency adjustment (1) 61 - - (379) (1,945) 397 (1,866) Balance as of March 31, 2025 23,550 - - - - - 23,550 No restrictions as to use $ 23,550 $ - $ - $ - $ - $ - $ 23,550 Interest rate as of March 31, 2025 (%) (2) 10.50 N/A N/A N/A - N/A Movement in utilized indirect and derivative facilities: Balance as of June 30, 2024 $ - $ 1,821 $ 116 $ - $ - $ - $ 1,937 Foreign currency adjustment (1) - (17) (1) - - - (18) Balance as of March 31, 2025 $ - $ 1,804 $ 115 $ - $ - $ - $ 1,919 (1) Represents the effects of the fluctuations between the ZAR and the U.S. dollar. (2) RMB GBF interest is set at prime less 0.50 %. Interest expense incurred under the Company’s South African short-term borrowings and included in the caption interest expense on the condensed consolidated statement of operations during the three months ended March 31, 2025 and 2024, was $ 1.8 million and $ 0.6 million, respectively. Interest expense incurred under the Company’s South African long-term borrowings and included in the caption interest expense on the condensed consolidated statement of operations during the nine months ended March 31, 2025 and 2024, was $ 3.6 million and $ 1.3 million, respectively. The Company cancelled Adumo’s overdraft arrangements on October 1, 2024, and settled Adumo’s outstanding overdraft balance of ZAR 20.0 million ($ 1.1 million) on the same day. The repayment is included in the caption repayment of bank overdraft included on the Company’s unaudited condensed consolidated statements of cash flows for the nine months ended March 31, 2025. 32 9. Borrowings (continued) Movement in long-term borrowings Summarized below is the movement in the Company’s long-term borrowing from as of as of June 30, 2024 to as of March 31, 2025: Facilities Lesaka A Lesaka B Connect Asset backed CCC (6) Lesaka G & H Connect A&B Total Included in current $ - $ - $ 3,878 $ 11,841 $ - $ - $ 15,719 Included in long-term - - 4,501 - 56,151 66,815 127,467 Opening balance as of June 30, 2024 - - 8,379 11,841 56,151 66,815 143,186 Facilities utilized 116,652 54,112 2,619 5,091 11,022 - 189,496 Facilities repaid - - (3,299) (554) (60,245) (65,910) (130,008) Non-refundable fees paid 970 - - - - - 970 Non-refundable fees amortized 39 - - 21 116 32 208 Capitalized interest - - - - 5,033 - 5,033 Capitalized interest repaid - - - - (11,077) - (11,077) Foreign currency adjustment (1) (1,393) 382 (106) (54) (1,000) (937) (3,108) Closing balance as of March 31, 2025 116,268 54,494 7,593 16,345 - - 194,700 Included in current - 8,174 3,569 16,345 - - 28,088 Included in long-term 116,268 46,320 4,024 - - - 166,612 Unamortized fees (1,206) - - - - - (1,206) Due within 2 years - 10,899 2,665 - - - 13,564 Due within 3 years - 16,348 1,047 - - - 17,395 Due within 4 years 117,474 19,073 301 - - - 136,848 Due within 5 years $ - $ - $ 11 $ - $ - $ - $ 11 Interest rates as of March 31, 2025 (%): 10.81 10.71 11.75 11.95 - - Base rate (%) 7.56 7.56 11.00 11.00 - - Margin (%) 3.25 3.15 0.75 0.95 - - Footnote number (2) (3) (4) (5) (1) Represents the effects of the fluctuations between the ZAR and the U.S. dollar. (2) Interest on Facility A and Facility B is based on the JIBAR in effect from time to time plus an initial margin of 3.25 % per annum until June 30, 2025. From July 1, 2025, the margin on Facility A will be determined with reference to the Net Debt to EBITDA Ratio, and the margin will be either (i) 3.25 %, if the Net Debt to EBITDA Ratio is greater than or equal to 2.5 times; or (ii) 2.5 %, if the Net Debt to EBITDA Ratio is less than 2.5 times. (3) Interest on Facility B is calculated based on JIBAR from time to time plus an initial margin of 3.15 % per annum until June 30, 2025. From July 1, 2025, the margin on Facility B will be determined with reference to the Net Debt to EBITDA Ratio, and the margin will be either (i) 3.15 %, if the Net Debt to EBITDA Ratio is greater than or equal to 2.5 times; or (ii) 2.4 %, if the Net Debt to EBITDA Ratio is less than 2.5 times. (4) Interest is charged at prime plus 0.75 % per annum on the utilized balance. (5) Interest is charged at prime plus 0.95 % per annum on the utilized balance. (6) Amounts presented as of June 30, 2024, have been revised, refer to Note 1 for additional information. The amount as of June 30, 2024, was incorrectly classified as long-term borrowings, instead of as current portion of long-term borrowings. Interest expense incurred under the Company’s South African long-term borrowings and included in the caption interest expense on the condensed consolidated statement of operations during the three months ended March 31, 2025 and 2024, was $ 4.4 million and $ 4.0 million, respectively. Prepaid facility fees amortized included in interest expense during the three months ended March 31, 2025 and 2024, respectively, were $ 0.1 million and $ 0.1 million, respectively. Interest expense incurred under the Company’s K2020 and CCC facilities relates to borrowings utilized to fund a portion of the Company’s merchant finance loans receivable and this interest expense of $ 0.4 million and $ 0.4 million, respectively, is included in the caption cost of goods sold, IT processing, servicing and support on the condensed consolidated statement of operations for the three months ended March 31, 2025 and 2024. 33 9. Borrowings (continued) Movement in long-term borrowings (continued) Interest expense incurred under the Company’s South African long-term borrowings and included in the caption interest expense on the condensed consolidated statement of operations during the nine months ended March 31, 2025 and 2024, was $ 12.9 million and $ 12.1 million, respectively. Prepaid facility fees amortized included in interest expense during the nine months ended March 31, 2025 and 2024, respectively, were $ 0.2 million and $ 0.3 million, respectively. Interest expense incurred under the Company’s CCC facilities relates to borrowings utilized to fund a portion of the Company’s merchant finance loans receivable and this interest expense of $ 1.2 million and $ 1.1 million, respectively, is included in the caption cost of goods sold, IT processing, servicing and support on the condensed consolidated statement of operations for the nine months ended March 31, 2025 and 2024. The Company cancelled Adumo’s long-term borrowings arrangements on October 1, 2024, and settled Adumo’s outstanding balances of ZAR 126.7 million ($ 7.2 million) on the same day. The repayment is included in the caption repayment of long-term borrowings included on the Company’s unaudited condensed consolidated statements of cash flows for the nine months ended March 31, 2025. 10. Other payables Summarized below is the breakdown of other payables as of March 31, 2025, and June 30, 2024: March 31, June 30, 2025 2024 Vendor wallet balances $ 15,897 $ 14,635 Accruals 11,139 7,173 Provisions 6,572 7,442 Clearing accounts 6,347 17,124 Income received in advance 3,468 1 Value -added tax payable 3,394 1,191 Deferred consideration due to seller of Recharger (Note 2) 1,127 - Interest payable (Note 9) 1,679 151 Payroll-related payables 1,604 922 Participating merchants' settlement obligation 2 1 Other 6,420 7,411 $ 57,649 $ 56,051 Income received in advance and interest payable as of June 30, 2024, were previously included in Other and have been reclassified to separate captions to conform with presentation as of March 31, 2025. Other includes deferred income, client deposits and other payables. 11. Capital structure Issue of shares to Connect sellers pursuant to April 2022 transaction The total purchase consideration pursuant to the Connect acquisition in April 2022 includes 3,185,079 shares of the Company’s common stock. These shares of common stock will be issued in three equal tranches on each of the first, second and third anniversaries of the April 14, 2022 closing. The Company legally issued 1,061,693 shares of its common stock, representing the third tranche, to the Connect sellers in April 2025, and this had no impact on the number of shares, net of treasury, presented in the unaudited condensed consolidated statement of changes in equity during the nine months ended March 31, 2025 because the 3,185,079 shares are included in the number of shares, net of treasury, as of June 30, 2024, and March 31, 2025. October 2024 repurchase of common stock and issue of shares in Recharger transaction On October 1, 2024, the Company, through Lesaka SA, and Crossfin Holdings entered into a share purchase agreement under which Lesaka SA purchased 2,601,410 of the 3,587,332 Consideration Shares for ZAR 207.2 million ($ 12.0 million). The transaction was settled in early October 2024, and the shares of the Company’s common stock repurchased have been included in the Company’s treasury shares included in its unaudited condensed consolidated statement of changes in equity for the three and nine months ended March 31, 2025, respectively. The repurchase was made outside of the Company’s $ 100 million share repurchase authorization. The Company, through Lesaka SA, issued 1,092,361 of the 2,601,410 shares of the Company’s common stock to the Seller under the terms of Recharger Purchase Agreement described in Note 2. The Company recognized a gain of $ 0.4 million on issuance of these which is included in the caption additional paid-in-capital in the unaudited condensed consolidated statement of changes in equity for the three and nine months ended March 31, 2025, respectively. 34 11. Capital structure (continued) Redeemable common stock issued pursuant to transaction with the IFC Investors Put Option Refer to Note 14 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2024, for additional information regarding its redeemable common stock issued pursuant to transaction with the IFC Investors. Certain IFC Investors were investors in Adumo and the Company issued an aggregate of 1,989,162 additional shares of its common stock at a price of $ 4.79 to these IFC Investors pursuant to the Purchase Agreement. The Company and the IFC Investors amended and restated the Policy Agreement (“Amended and Restated Policy Agreement”) to include these additional shares issued to the IFC Investors to also be covered by the put right included in the Amended and Restated Policy Agreement. The Company accounted for these 1,989,162 shares as redeemable common stock as a result of the put option. The Company believes that the put option has no value and, accordingly, has not recognized the put option in its consolidated financial statements. Impact of non-vested equity shares on number of shares, net of treasury The following table presents a reconciliation between the number of shares, net of treasury, presented in the unaudited condensed consolidated statement of changes in equity during the nine months ended March 31, 2025 and 2024, respectively, and the number of shares, net of treasury, excluding non-vested equity shares that have not vested as of March 31, 2025 and 2024, respectively: March 31, March 31, 2025 2024 Number of shares, net of treasury: Statement of changes in equity 81,278,900 64,466,830 Less: Non-vested equity shares that have not vested as of end of period 2,816,172 3,131,469 Number of shares, net of treasury, excluding non-vested equity shares that have not vested 78,462,728 61,335,361 12. Accumulated other comprehensive loss The table below presents the change in accumulated other comprehensive loss per component during the three months ended March 31, 2025: Three months ended March 31, 2025 Accumulated foreign currency translation reserve Total Balance as of January 1, 2025 $ (199,969) $ (199,969) Movement in foreign currency translation reserve 6,170 6,170 Balance as of March 31, 2025 $ (193,799) $ (193,799) The table below presents the change in accumulated other comprehensive loss per component during the three months ended March 31, 2024: Three months ended March 31, 2024 Accumulated foreign currency translation reserve Total Balance as of January 1, 2024 $ (189,378) $ (189,378) Movement in foreign currency translation reserve (5,718) (5,718) Balance as of March 31, 2024 $ (195,096) $ (195,096) 35 12. Accumulated other comprehensive loss (continued) The table below presents the change in accumulated other comprehensive loss per component during the nine months ended March 31, 2025: Nine months ended March 31, 2025 Accumulated foreign currency translation reserve Total Balance as of July 1, 2024 $ (188,355) $ (188,355) Release of foreign currency translation reserve related to liquidation of subsidiaries 6 6 Movement in foreign currency translation reserve (5,450) (5,450) Balance as of March 31, 2025 $ (193,799) $ (193,799) The table below presents the change in accumulated other comprehensive loss per component during the nine months ended March 31, 2024: a Nine months ended March 31, 2024 Accumulated foreign currency translation reserve Total Balance as of July 1, 2023 $ (195,726) $ (195,726) Release of foreign currency translation reserve related to disposal of Finbond equity securities 1,543 1,543 Movement in foreign currency translation reserve related to equity -accounted investment 489 489 Movement in foreign currency translation reserve related to liquidation of subsidiaries (952) (952) Movement in foreign currency translation reserve (450) (450) Balance as of March 31, 2024 $ (195,096) $ (195,096) The movement in the foreign currency translation reserve represents the impact of translation of consolidated entities which have a functional currency (which is primarily ZAR) to the Company’s reporting currency, which is USD. There were no reclassifications from accumulated other comprehensive loss to net loss during the three months ended March 31, 2025 and 2024. During the nine months ended March 31, 2025, the Company reclassified a loss of $ 0.006 million from accumulated other comprehensive loss (accumulated foreign currency translation reserve) to net loss related to the liquidation of subsidiaries During the nine months ended March 31, 2024, the Company reclassified losses of $ 1.5 million from accumulated other comprehensive loss (accumulated foreign currency translation reserve) to net loss related to the disposal of shares in Finbond (refer to Note 6). The Company also reclassified a gain of $ 1.0 million from accumulated other comprehensive loss (accumulated foreign currency translation reserve) to net loss related to the liquidation of subsidiaries. 36 13. Stock-based compensation The Company’s Amended and Restated 2022 Stock Incentive Plan (“20 22 Plan”) and the vesting terms of certain stock-based awards granted are described in Note 17 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2024. Stock option and restricted stock activity Options The following table summarizes stock option activity for the nine months ended March 31, 2025 and 2024: Number of shares Weighted average exercise price ($) Weighted average remaining contractual term (in years) Aggregate intrinsic value ($'000) Weighted average grant date fair value ($) Outstanding - June 30, 2024 4,918,248 8.70 4.51 889 1.77 Granted - December 2024 350,000 6.00 2.00 433 1.24 Granted - December 2024 250,000 8.00 2.00 177 0.71 Granted - January 2025 100,000 8.00 2.00 71 0.71 Granted - January 2025 150,000 11.00 2.00 107 0.71 Granted - January 2025 150,000 14.00 2.00 123 0.82 Exercised (36,345) 3.02 - 70 - Forfeited (13,333) 11.23 - - 8.83 Outstanding - March 31, 2025 5,868,570 8.71 3.79 886 1.20 Outstanding - June 30, 2023 673,274 4.37 5.14 239 1.67 Granted – December 2023 500,000 3.50 5.17 880 1.76 Exercised (23,217) 1.20 - 14 - Forfeited (195,739) 3.93 - - 1.39 Outstanding - March 31, 2024 954,318 4.03 5.24 45 1.78 The Company awarded 400,000 stock options to an executive officer during the three months ended March 31, 2025 with strike prices ranging from $ 8 to $ 14 , and an aggregate of 1,000,000 stock options during the nine months ended March 31, 2025 with strike prices ranging from $ 6 to $ 14 . These stock options, together with the 600,000 that were awarded in December 2024, will vest on December 31, 2026, and vesting is subject to the executive officers continued employment with the Company through to the vesting date. The 1,000,000 stock options expire on January 31, 2029. The Company awarded 500,000 stock options to Ali Mazanderani, the Company’s Executive Chairman, during the nine months ended March 31, 2024. These options vested in December 2024, but may only be sold during a period commencing from January 31, 2028 to January 31, 2029. In March 2025, the Company’s Remuneration Committee amended the exercise terms of the 500,000 stock options from being exercisable during a period commencing from January 31, 2028 to January 31, 2029, to being exercisable from March 2025, however, any stock options exercised may only be sold during a period commencing from January 31, 2028 to January 31, 2029. During the three and nine months ended March 31, 2025, the Company received $ 0.06 million and $ 0.1 million from the exercise of 19,331 and 36,345 stock options, respectively. During the three and nine months ended March 31, 2024, the Company received $ 0.05 million and $ 0.07 million from the exercise of 15,832 and 23,217 stock options, respectively. Employees forfeited an aggregate of 13,333 stock options during each of the three and nine months ended March 31, 2025. Employees and a non-employee director forfeited an aggregate of 8,893 and 195,739 stock options during the three and nine months ended March 31, 2024. The fair value of each option is estimated on the date of grant using the Cox Ross Rubinstein binomial model that uses the assumptions noted in the following table. The estimated expected volatility is calculated based on the Company’s 730 , 1095 and 1460 - day volatility (as applicable). The estimated expected life of the option was determined based on the historical behavior of employees who were granted options with similar terms. 37 13. Stock-based compensation (continued) Stock option and restricted stock activity (continued) Options (continued) The table below presents the range of assumptions used to value stock options granted during the nine months ended March 31, 2025 and 2024: Nine months ended March 31, 2025 2024 Expected volatility 43 % 56 % Expected dividends 0 % 0 % Expected life (in years) 2 5 Risk-free rate 4.3 % 2.1 % The following table presents stock options vested and expected to vest as of March 31, 2025: Number of shares Weighted average exercise price ($) Weighted average remaining contractual term (in years) Aggregate intrinsic value ($’000) Vested and expecting to vest - March 31, 2025 5,868,570 8.71 3.79 886 These options have an exercise price range of $ 3.01 to $ 14.00 . The following table presents stock options that are exercisable as of March 31, 2025: Number of shares Weighted average exercise price ($) Weighted average remaining contractual term (in years) Aggregate intrinsic value ($’000) Exercisable - March 31, 2025 387,901 4.58 4.91 285 During the three months ended March 31, 2025 and 2024, respectively, 26,982 and 28,569 stock options became exercisable. During the nine months ended March 31, 2025 and 2024, respectively, 26,982 and 116,063 stock options became exercisable. The Company issues new shares to satisfy stock option exercises. 38 13. Stock-based compensation (continued) Stock option and restricted stock activity (continued) Restricted stock The following table summarizes restricted stock activity for the nine months ended March 31, 2025 and 2024: Number of shares of restricted stock Weighted average grant date fair value ($’000) Non-vested – June 30, 2024 2,084,946 8,736 Total granted 1,396,110 5,204 Granted – August 2024 32,800 154 Granted – October 2024 100,000 490 Granted – November 2024, with performance conditions 1,198,310 4,206 Granted – January 2025 65,000 354 Total vested (556,641) 2,865 Vested – July 2024 (78,801) 394 Vested – November 2024 (213,687) 1,134 Vested – November 2024, with performance conditions (103,638) 524 Vested – December 2024 (77,306) 417 Vested – February 2025 (13,922) 68 Vested – March 2025 (69,287) 328 Forfeitures (108,243) 537 Non-vested – March 31, 2025 2,816,172 10,955 Non-vested – June 30, 2023 2,614,419 11,869 Total Granted 934,521 3,622 Granted – October 2023 333,080 1,456 Granted – October 2023, with performance awards 310,916 955 Granted – October 2023 225,000 983 Granted – January 2024 56,330 197 Granted – February 2024 9,195 31 Total vested (339,803) 1,274 Vested – July 2023 (78,800) 302 Vested – November 2023 (109,833) 429 Vested – December 2023 (67,073) 234 Vested – February 2023 (14,811) 53 Vested – March 2023 (69,286) 256 Forfeitures (77,668) 278 Non-vested – March 31, 2024 3,131,469 13,434 Grants In August 2024, October 2024 and January 2025, respectively, the Company granted 32,800 , 100,000 and 65,000 shares of restricted stock to employees which have time -based vesting conditions and which are subject to the employees continued employment with the Company through the applicable vesting dates. In November 2024, the Company awarded 1,198,310 shares of restricted stock to a group comprising employees and three executive officers and which are subject to a time-based vesting condition and a market condition and vest in full only on the date, if any, that the following conditions are satisfied: (1) a compounded annual 15 % appreciation in the Company’s stock price off a base price of $ 5.00 over the measurement period commencing on September 30, 2024 through September 30, 2027, and (2) the recipient is employed by the Company on a full-time basis through to September 30, 2027. If either of these conditions is not satisfied, then none of the shares of restricted stock will vest and they will be forfeited. The Company’s closing price on September 30, 2024, was $ 5.00 . The appreciation levels (times and price) and annual target percentages to earn the awards as of each period ended are as follows: - Prior to the first anniversary of the grant date: 0 %; - Fiscal 2026, the Company’s 30-day volume weighted-average stock price (“VWAP”) before September 30, 2025 is approximately 1.15 times higher (i.e. $ 5.75 or higher) than $ 5.00 : 33 %; - Fiscal 2027, the Company’s VWAP before September 30, 2026 is 1.32 times higher (i.e. $ 6.61 or higher) than $ 5.00 : 67 %; - Fiscal 2028, the Company’s VWAP before September 30, 2027 is 1.52 times higher (i.e. $ 7.60 ) than $ 5.00 : 100 %. 39 13. Stock-based compensation (continued) Stock option and restricted stock activity (continued) Restricted stock (continued) Grants (continued) The fair value of these shares of restricted stock was calculated using a Monte Carlo simulation. In scenarios where the shares do not vest, the final vested value at maturity is zero. In scenarios where vesting occurs, the final vested value on maturity is the share price on vesting date. In its calculation of the fair value of the restricted stock, the Company used an equally weighted volatility of 47.7 % for the closing price (of $ 5.50 ), a discounting based on U.S. dollar overnight indexed swap rates for the grant date, and no future dividends. The equally weighted volatility was extracted from the time series for closing prices as the standard deviation of log prices for the three years preceding the grant date. In October 2023, the Company awarded 333,080 shares of restricted stock with time-based vesting conditions to approximately 150 employees, which are subject to the employees continued employment with the Company through the applicable vesting dates. The Company also awarded 225,000 shares of restricted stock to an executive officer in October 2023, which vest on June 30, 2025, except if the executive officer is terminated for cause, in which case the award will be forfeited. In January 2024 and February 2024, the Company awarded 56,330 and 9,195 , respectively, shares of restricted stock with time-based vesting conditions to employees. In October 2023, the Company awarded 310,916 shares of restricted stock to three of its executive officers which are subject to a time-based vesting condition and a market condition and vest in full only on the date, if any, that the following conditions are satisfied: (1) a compounded annual 10 % appreciation in the Company’s stock price off a base price of $ 4.00 over the measurement period commencing on September 30, 2023 through November 17, 2026, and (2) the recipient is employed by the Company on a full- time basis when the condition in (1) is met. If either of these conditions is not satisfied, then none of the shares of restricted stock will vest and they will be forfeited. The Company’s closing price on September 30, 2023, was $ 3.90 . The appreciation levels (times and price) and vesting percentages as of each period ended are as follows: - Prior to the first anniversary of the grant date: 0 %; - Fiscal 2025, the Company’s 30-day volume weighted-average stock price (“VWAP”) before November 17, 2024 is approximately 1.10 times higher (i.e. $ 4.40 or higher) than $ 4.00 : 33 %; - Fiscal 2026, the Company’s VWAP before November 17, 2025 is 1.21 times higher (i.e. $ 4.84 or higher) than $ 4.00 : 67 %; - Fiscal 2027, the Company’s VWAP before November 1, 2026 is 1.33 times higher (i.e. $ 5.32 ) than $ 4.00 : 100 %. The fair value of these shares of restricted stock was calculated using a Monte Carlo simulation. In scenarios where the shares do not vest, the final vested value at maturity is zero. In scenarios where vesting occurs, the final vested value on maturity is the share price on vesting date. In its calculation of the fair value of the restricted stock, the Company used an equally weighted volatility of 48.3 % for the closing price (of $ 4.37 ), a discounting based on U.S. dollar overnight indexed swap rates for the grant date, and no future dividends. The equally weighted volatility was extracted from the time series for closing prices as the standard deviation of log prices for the three years preceding the grant date. The Company has agreed to grant an advisor 5,500 shares per month in lieu of cash for services provided to the Company. The Company and the advisor have agreed that the Company will issue the shares to the advisor, in arrears, on a quarterly basis. During the three and nine months ended March 31, 2025, the Company recorded a stock-based compensation charge of $ 0.1 million and $ 0.3 million, respectively, and included the issuance of 16,500 and 49,500 shares of common stock in its issued and outstanding share count. Vesting In July 2024, 78,801 shares of restricted stock granted to Mr. Meyer, our former Group CEO, vested. In November 2024, 103,638 shares of restricted stock with performance conditions (share price targets) vested following the achievement of the agreed performance condition. In November, December 2024, February 2025 and March 2025, an aggregate of 374,202 shares of restricted stock granted to employees vested. Certain employees elected for 137,809 shares to be withheld to satisfy the withholding tax liability on the vesting of their shares. These 137,809 shares have been included in the Company’s treasury shares. In July 2023, 78,800 shares of restricted stock granted to Mr. Meyer vested. In November, December 2023, February 2024 and March 2024, an aggregate of 261,003 shares of restricted stock granted to employees vested. Certain employees elected for 53,486 shares to be withheld to satisfy the withholding tax liability on the vesting of their shares. These 53,486 shares have been included in the Company’s treasury shares. 40 13. Stock-based compensation (continued) Stock option and restricted stock activity (continued) Restricted stock (continued) Forfeitures During the three and nine months ended March 31, 2025, respectively, employees forfeited 67,922 and 108,243 shares of restricted stock following their termination of employment with the Company or the failure to achieved agreed performance conditions ( 29,121 shares were forfeited following the failure to achieved agreed share performance targets). During the three and nine months ended March 31, 2024, respectively, employees forfeited 55,539 and 77,668 shares of restricted stock following their termination of employment with the Company. Stock-based compensation charge and unrecognized compensation cost The Company recorded a stock-based compensation charge, net, excluding charges related to the post-combination compensation charges discussed in Note 2, during the three months ended March 31, 2025 and 2024, of $ 2.5 million and $ 2.1 million, respectively, which comprised: Total charge Allocated to cost of goods sold, IT processing, servicing and support Allocated to selling, general and administration Three months ended March 31, 2025 Stock-based compensation charge $ 2,531 $ - $ 2,531 Reversal of stock compensation charge related to stock options and restricted stock forfeited (34) - (34) Total - three months ended March 31, 2025 $ 2,497 $ - $ 2,497 Three months ended March 31, 2024 Stock-based compensation charge $ 2,202 $ - $ 2,202 Reversal of stock compensation charge related to stock options and restricted stock forfeited (112) - (112) Total - three months ended March 31, 2024 $ 2,090 $ - $ 2,090 The Company recorded a stock-based compensation charge, net, excluding charges related to the post-combination compensation charges discussed in Note 2, during the nine months ended March 31, 2025 and 2024, of $ 7.5 million and $ 5.7 million respectively, which comprised: a Total charge Allocated to cost of goods sold, IT processing, servicing and support Allocated to selling, general and administration Nine months ended March 31, 2025 Stock-based compensation charge $ 7,563 $ - $ 7,563 Reversal of stock compensation charge related to stock options and restricted stock forfeited (45) - (45) Total - nine months ended March 31, 2025 $ 7,518 $ - $ 7,518 Nine months ended March 31, 2024 Stock-based compensation charge $ 5,782 $ - $ 5,782 Reversal of stock compensation charge related to stock options and restricted stock forfeited (129) - (129) Total - nine months ended March 31, 2024 $ 5,653 $ - $ 5,653 41 13. Stock-based compensation (continued) The stock-based compensation charges have been allocated to selling, general and administration based on the allocation of the cash compensation paid to the relevant employees. Stock-based compensation charge of $ 1.0 million related to the post-combination compensation charges discussed in Note 2 are included in the caption transaction costs related to Adumo and Recharger acquisitions and certain compensation costs included on the unaudited condensed consolidated statement of operations for the three and nine months ended March 31, 2025. These stock-based charges are classified as cash settled awards and are in in other payables as of March 31, 2025, refer to Note 10. As of March 31, 2025, the total unrecognized compensation cost related to stock options was $ 3.1 million, which the Company expects to recognize over one and half years . As of March 31, 2025, the total unrecognized compensation cost related to restricted stock awards was $ 5.8 million, which the Company expects to recognize over two years . During the three months ended March 31, 2025 and 2024, the Company recorded a deferred tax benefit of $ 0.3 million and $ 0.2 million, respectively, related to the stock-based compensation charge recognized related to employees of Lesaka. During the nine months ended March 31, 2025 and 2024, the Company recorded a deferred tax benefit of $ 0.8 million and $ 0.5 million, respectively, related to the stock-based compensation charge recognized related to employees of Lesaka. During these periods the Company recorded a valuation allowance related to the full deferred tax benefit recognized because it does not believe that the stock-based compensation deduction would be utilized as it does not anticipate generating sufficient taxable income in the United States. The Company deducts the difference between the market value on the date of exercise by the option recipient and the exercise price from income subject to taxation in the United States. 14. (Loss) Earnings per share The Company has issued redeemable common stock which is redeemable at an amount other than fair value. Redemption of a class of common stock at other than fair value increases or decreases the carrying amount of the redeemable common stock and is reflected in basic earnings per share using the two-class method. There were no redemptions of common stock, or adjustments to the carrying value of the redeemable common stock during the three and nine months ended March 31, 2025 and 2024. Accordingly, the two-class method presented below does not include the impact of any redemption. The Company’s redeemable common stock is described in Note 14 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2024. Basic (loss) earnings per share includes shares of restricted stock that meet the definition of a participating security because these shares are eligible to receive non -forfeitable dividend equivalents at the same rate as common stock. Basic (loss) earnings per share has been calculated using the two-class method and basic (loss) earnings per share for the three and nine months ended March 31, 2025 and 2024, reflects only undistributed earnings. The computation below of basic (loss) earnings per share excludes the net loss attributable to shares of unvested restricted stock (participating non-vested restricted stock) from the numerator and excludes the dilutive impact of these unvested shares of restricted stock from the denominator. Diluted (loss) earnings per share has been calculated to give effect to the number of shares of additional common stock that would have been outstanding if the potential dilutive instruments had been issued in each period. Stock options are included in the calculation of diluted (loss) earnings per share utilizing the treasury stock method and are not considered to be participating securities, as the stock options do not contain non-forfeitable dividend rights. The Company has excluded employee stock options to purchase 198,203 and 34,798 shares of common stock from the calculation of diluted loss per share during the three months ended March 31, 2025 and 2024 because the effect would be antidilutive. The Company has excluded employee stock options to purchase 206,068 and 42,770 shares of common stock from the calculation of diluted loss per share during the nine months ended March 31, 2025 and 2024, because the effect would be antidilutive. The calculation of diluted (loss) earnings per share includes the dilutive effect of a portion of the restricted stock granted to employees as these shares of restricted stock are considered contingently returnable shares for the purposes of the diluted (loss) earnings per share calculation and the vesting conditions in respect of a portion of the restricted stock had been satisfied. 42 14. (Loss) Earnings per share (continued) The vesting conditions for all awards made are discussed in Note 17 to the Company’s audited consolidated financial statements included in its Annual Report on Form 10-K for the year ended June 30, 2024. The following table presents net loss attributable to Lesaka and the share data used in the basic and diluted loss per share computations using the two-class method: Three months ended Nine months ended March 31, March 31, 2025 2024 2025 2024 (in thousands except (in thousands except percent and percent and per share data) per share data) Numerator: Net loss attributable to Lesaka $ (22,058) $ (4,047) $ (58,734) $ (12,405) Undistributed loss (22,058) (4,047) (58,734) (12,405) Percent allocated to common shareholders (Calculation 1) 96% 96% 96% 95% Numerator for loss per share: basic and diluted $ (21,262) $ (3,868) $ (56,616) $ (11,816) Denominator Denominator for basic (loss) earnings per share: weighted-average common shares outstanding 78,347 60,990 69,724 60,134 Effect of dilutive securities: Denominator for diluted (loss) earnings per share: adjusted weighted average common shares outstanding and assuming conversion 78,347 60,990 69,724 60,134 Loss per share: Basic $ (0.27) $ (0.06) $ (0.81) $ (0.20) Diluted $ (0.27) $ (0.06) $ (0.81) $ (0.20) (Calculation 1) Basic weighted-average common shares outstanding (A) 78,347 60,990 69,724 60,134 Basic weighted-average common shares outstanding and unvested restricted shares expected to vest (B) 81,282 63,805 72,333 63,134 Percent allocated to common shareholders (A) / (B) 96% 96% 96% 95% Options to purchase 5,143,500 shares of the Company’s common stock at prices ranging from $ 6.00 to $ 14.00 per share were outstanding during the three and nine months ended March 31, 2025, but were not included in the computation of diluted (loss) earnings per share because the options’ exercise price was greater than the average market price of the Company’s common stock. Options to purchase 742,543 shares of the Company’s common stock at prices ranging from $ 3.50 to $ 11.23 per share were outstanding during the three and nine months ended March 31, 2024, respectively, but were not included in the computation of diluted (loss) earnings per share because the options’ exercise price was greater than the average market price of the Company’s common stock. The options, which expire at various dates through February 3, 2032, were still outstanding as of March 31, 2025. 15. Supplemental cash flow information The following table presents supplemental cash flow disclosures for the three and nine months ended March 31, 2025 and 2024: Three months ended Nine months ended March 31, March 31, 2025 2024 2025 2024 Cash received from interest $ 641 $ 624 $ 1,938 $ 1,551 Cash paid for interest $ 2,809 $ 3,464 $ 10,322 $ 12,697 Cash paid for income taxes $ 505 $ 88 $ 3,713 $ 3,498 43 15. Supplemental cash flow information (continued) Disaggregation of cash, cash equivalents and restricted cash Cash, cash equivalents and restricted cash included on the Company’s unaudited condensed consolidated statement of cash flows includes restricted cash related to cash withdrawn from the Company’s debt facilities to fund ATMs. This cash may only be used to fund ATMs and is considered restricted as to use and therefore is classified as restricted cash. Cash, cash equivalents and restricted cash also includes cash in certain bank accounts that has been ceded to Nedbank. As this cash has been pledged and ceded it may not be drawn and is considered restricted as to use and therefore is classified as restricted cash as well. Refer to Note 9 for additional information regarding the Company’s facilities. The following table presents the disaggregation of cash, cash equivalents and restricted cash as of March 31, 2025 and 2024, and June 30, 2024: March 31, 2025 March 31, 2024 June 30, 2024 Cash and cash equivalents $ 71,008 $ 55,223 $ 59,065 Restricted cash 115 4,383 6,853 Cash, cash equivalents and restricted cash $ 71,123 $ 59,606 $ 65,918 Leases The following table presents supplemental cash flow disclosure related to leases for the three and nine months ended March 31, 2025 and 2024: Three months ended Nine months ended March 31, March 31, 2025 2024 2025 2024 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 1,256 $ 853 $ 3,472 $ 2,225 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 2,411 $ 718 $ 3,629 $ 2,601 16. Revenue recognition Disaggregation of revenue The following table presents the Company’s revenue disaggregated by major revenue streams, including a reconciliation to reportable segments for the three months ended March 31, 2025: Merchant Consumer Enterprise Total Processing fees $ 34,431 $ 7,583 $ 6,581 $ 48,595 South Africa 32,673 7,583 6,581 46,837 Rest of Africa 1,758 - - 1,758 Technology products 5,863 29 971 6,863 South Africa 5,790 29 971 6,790 Rest of Africa 73 - - 73 Prepaid airtime sold 59,352 26 1,556 60,934 South Africa 52,682 26 1,556 54,264 Rest of Africa 6,670 - - 6,670 Lending revenue - 8,143 - 8,143 Interest from customers 1,793 504 - 2,297 Insurance revenue - 5,170 - 5,170 Account holder fees - 1,791 - 1,791 Other 998 850 29 1,877 South Africa 944 850 29 1,823 Rest of Africa 54 - - 54 Total revenue, derived from the following geographic locations 102,437 24,096 9,137 135,670 South Africa 93,882 24,096 9,137 127,115 Rest of Africa $ 8,555 $ - $ - $ 8,555 44 16. Revenue recognition (continued) Disaggregation of revenue (continued) The following table presents the Company’s revenue disaggregated by major revenue streams, including a reconciliation to reportable segments for the three months ended March 31, 2024: Merchant Consumer Enterprise Total Processing fees $ 21,944 $ 6,353 $ 6,738 $ 35,035 South Africa 20,417 6,353 6,738 33,508 Rest of Africa 1,527 - - 1,527 Technology products 562 8 1,233 1,803 South Africa 518 8 1,233 1,759 Rest of Africa 44 - - 44 Prepaid airtime sold 86,184 83 1,401 87,668 South Africa 81,083 83 1,401 82,567 Rest of Africa 5,101 - - 5,101 Lending revenue - 6,229 - 6,229 Interest from customers 1,553 - - 1,553 Insurance revenue - 3,178 - 3,178 Account holder fees - 1,560 - 1,560 Other 604 493 71 1,168 South Africa 551 493 71 1,115 Rest of Africa 53 - - 53 Total revenue, derived from the following geographic locations 110,847 17,904 9,443 138,194 South Africa 104,122 17,904 9,443 131,469 Rest of Africa $ 6,725 $ - $ - $ 6,725 The following table presents the Company’s revenue disaggregated by major revenue streams, including a reconciliation to reportable segments for the nine months ended March 31, 2025: Merchant Consumer Enterprise Total Processing fees $ 97,433 $ 22,975 $ 18,918 $ 139,326 South Africa 92,010 22,975 18,918 133,903 Rest of Africa 5,423 - - 5,423 Technology products 15,829 96 3,449 19,374 South Africa 15,619 96 3,449 19,164 Rest of Africa 210 - - 210 Prepaid airtime sold 211,158 66 4,794 216,018 South Africa 191,829 66 4,794 196,689 Rest of Africa 19,329 - - 19,329 Lending revenue - 22,475 - 22,475 Interest from customers 5,079 624 - 5,703 Insurance revenue - 14,378 - 14,378 Account holder fees - 5,255 - 5,255 Other 3,197 2,228 80 5,505 South Africa 3,029 2,228 80 5,337 Rest of Africa 168 - - 168 Total revenue, derived from the following geographic locations 332,696 68,097 27,241 428,034 South Africa 307,566 68,097 27,241 402,904 Rest of Africa $ 25,130 $ - $ - $ 25,130 45 16. Revenue recognition (continued) Disaggregation of revenue (continued) The following table presents the Company’s revenue disaggregated by major revenue streams, including a reconciliation to reportable segments for the nine months ended March 31, 2024: Merchant Consumer Enterprise Total Processing fees $ 67,254 $ 18,261 $ 19,992 $ 105,507 South Africa 62,911 18,261 19,992 101,164 Rest of Africa 4,343 - - 4,343 Technology products 1,630 39 5,405 7,074 South Africa 1,496 39 5,405 6,940 Rest of Africa 134 - - 134 Prepaid airtime sold 263,040 176 3,817 267,033 South Africa 248,183 176 3,817 252,176 Rest of Africa 14,857 - - 14,857 Lending revenue - 17,188 - 17,188 Interest from customers 4,526 - - 4,526 Insurance revenue - 8,686 - 8,686 Account holder fees - 4,430 - 4,430 Other 2,028 1,411 293 3,732 South Africa 1,876 1,411 293 3,580 Rest of Africa 152 - - 152 Total revenue, derived from the following geographic locations 338,478 50,191 29,507 418,176 South Africa 318,992 50,191 29,507 398,690 Rest of Africa $ 19,486 $ - $ - $ 19,486 17. Leases The Company has entered into leasing arrangements classified as operating leases under accounting guidance. These leasing arrangements relate primarily to the lease of its corporate head office, administration offices and branch locations through which the Company operates its consumer business in South Africa. The Company’s operating leases have remaining lease terms of between one and five years . The Company also operates parts of its consumer business from locations which it leases for a period of less than one year . The Company’s operating lease expense during the three months ended March 31, 2025 and 2024 was $ 1.3 million and $ 0.9 million, respectively. The Company’s operating lease expense during the nine months ended March 31, 2025 and 2024 was $ 3.5 million and $ 2.2 million, respectively. The Company has also entered into short-term leasing arrangements, primarily for the lease of branch locations and other locations, to operate its consumer business in South Africa. The Company’s short-term lease expense during the three months ended March 31, 2025 and 2024, was $ 1.1 million and $ 0.9 million, respectively. The Company’s short-term lease expense during the nine months ended March 31, 2025 and 2024, was $ 3.4 million and $ 2.8 million, respectively. The following table presents supplemental balance sheet disclosure related to the Company’s right-of-use assets and its operating lease liabilities as of March 31, 2025 and June 30, 2024: March 31, June 30, 2025 2024 Right of use assets obtained in exchange for lease obligations: Weighted average remaining lease term (years) 2.8 3.1 Weighted average discount rate (percent) 9.6 10.5 46 17. Leases (continued) The maturities of the Company’s operating lease liabilities as of March 31, 2025, are presented below: Maturities of operating lease liabilities Year ended June 30, 2025 (excluding nine months to March 31, 2025) $ 1,578 2026 4,259 2027 2,841 2028 1,881 2029 742 Thereafter 256 Total undiscounted operating lease liabilities 11,557 Less imputed interest 1,610 Total operating lease liabilities, included in 9,947 Operating lease liability - current 3,814 Operating lease liability - long-term $ 6,133 18. Operating segments Operating segments The Company discloses segment information as reflected in the management information systems reports that its chief operating decision maker uses in making decisions and to report certain entity-wide disclosures about products and services, and the countries in which the entity holds material assets or reports material revenues. Change to internal reporting structure and re cast of previously reported information The Company’s chief operating decision maker is the Company’s Executive Chairman. During the second quarter of fiscal 2025, he changed the Company’s operating and internal reporting structures to present a new segment, Enterprise, separately. The chief operating decision maker has decided to analyze the Company’s operating performance primarily based on three operational lines, namely, (i) Merchant, which focuses on both formal and informal sector merchants. Formal sector merchants are generally in urban areas, have higher revenues and have access to multiple service providers. Informal sector merchants, which are often sole proprietors and usually have lower revenues compared with formal section merchants, operate in rural areas or in informal urban areas and do not always have access to a full-suite of traditional banking products; (ii) Consumer, which primarily focuses on individuals who have historically been excluded from traditional financial services and to whom we offer transactional accounts (banking), insurance, lending (short-term loans), payments solutions (digital wallet) and various value-added services; and (iii) Enterprise, which comprises large-scale corporate and government organizations, including but not limited to banks, mobile network operators (“MNOs”) and municipalities, and, through Recharger, landlords utilizing Recharger’s prepaid electricity metering solution. Reallocation of certain activities among operating segments in Q2 2025 The change in our operating segments during the second quarter of fiscal 2025 included the separation of Enterprise out of Merchant. The Company has also allocated the majority of Adumo’s operations to Merchant, with a smaller part of its operations focusing on the provision of physical and digital prepaid and secure payout solutions for South African businesses with large individual end-users being allocated to Consumer. Previously reported information has been recast. The Merchant segment includes revenue generated from the sale of alternative digital payments (select prepaid solutions, supplier- enabled payments, international money transfer and other) and card-acquiring services to informal sector merchants. It also includes activities related to the provision of goods and services provided to corporate and other juristic entities. The Company earns fees from processing activities performed (including card acquiring and the provision of a payment gateway services) for its customers, and rental and license fees from the provision of point of sales (“POS”) hardware and software to the hospitality industry. The Company also provides cash management and payment services to merchant customers through a digital vault which is located at the customer’s premises and through which the Company is able to provide the services which generate processing fee revenue. From July 1, 2023, the segment includes fees earned from transactions performed by customers utilizing its ATM infrastructure. 47 18. Operating segments (continued) Reallocation of certain activities among operating segments (continued) The Consumer segment includes activities related to the provision of financial services to customers, including a bank account, loans and insurance products. The Company charges monthly administration fees for all bank accounts. Customers that have a bank account managed by the Company are issued cards that can be utilized to withdraw funds at an ATM or to transact at a merchant POS. The Company earns processing fees from transactions processed for these customers. The Company also earns fees on transactions performed by other banks’ customers utilizing its ATM (until June 30, 2023) or POS. The Company provides short-term loans to customers in South Africa for which it earns initiation and monthly service fees, and interest revenue from the second quarter of fiscal 2025. The Company writes life insurance contracts, primarily funeral-benefit policies, and policy holders pay the Company a monthly insurance premium. The Company also earns fees from the provision of physical and digital prepaid and secure payout solutions for South African businesses. The Enterprise segment provides its business and government-related customers with transaction processing services that involve the collection, transmittal and retrieval of all transaction data. Through Recharger, Enterprise offers landlords access to Recharger’s prepaid electricity metering solution through which Enterprise earns commission revenue from prepaid electricity voucher sales to tenants recharging prepaid meters. This segment also includes sales of hardware and licenses to customers. Hardware includes the sale of POS devices, SIM cards and other consumables which can occur on an ad hoc basis. Licenses include the right to use certain technology developed by the Company. The reconciliation of the reportable segment’s revenue to revenue from external customers for the three months ended March 31, 2025 and 2024, is as follows: Revenue Reportable Segment Inter- segment From external customers Merchant $ 103,001 $ 564 $ 102,437 Consumer 24,096 - 24,096 Enterprise 9,444 307 9,137 Total for the three months ended March 31, 2025 $ 136,541 $ 871 $ 135,670 Merchant $ 111,801 $ 954 $ 110,847 Consumer 17,904 - 17,904 Enterprise 11,322 1,879 9,443 Total for the three months ended March 31, 2024 $ 141,027 2,833 138,194 The reconciliation of the reportable segment’s revenue to revenue from external customers for the nine months ended March 31, 2025 and 2024, is as follows: Revenue Reportable Segment Inter- segment From external customers Merchant $ 334,442 $ 1,746 $ 332,696 Consumer 68,097 - 68,097 Enterprise 30,259 3,018 27,241 Total for the nine months ended March 31, 2025 $ 432,798 $ 4,764 $ 428,034 Merchant $ 341,044 $ 2,566 $ 338,478 Consumer 50,191 - 50,191 Enterprise 32,710 3,203 29,507 Total for the nine months ended March 31, 2024 $ 423,945 $ 5,769 $ 418,176 48 18. Operating segments (continued) The Company evaluates segment performance based on segment earnings before interest, tax, depreciation and amortization (“EBITDA”), adjusted for items mentioned in the next sentence (“Segment Adjusted EBITDA”), the Company’s reportable segments’ measure of profit or loss. The Company is working on obtaining a separate lending facility to fund a portion of its Consumer lending during the twelve months ended June 30, 2025. The Company has included an intercompany interest expense in its Consumer Segment Adjusted EBITDA for the three and nine months ended March 31, 2025. The Company does not allocate once-off items, stock-based compensation charges, depreciation and amortization, impairment of goodwill or other intangible assets, other items (including gains or losses on disposal of investments, fair value adjustments to equity securities), interest income, certain interest expense, income tax expense or loss from equity-accounted investments to its reportable segments. Group costs generally include: employee related costs in relation to employees specifically hired for group roles and related directly to managing the US-listed entity; expenditures related to compliance with the Sarbanes-Oxley Act of 2002; non-employee directors’ fees; legal fees; group and US-listed related audit fees; and directors and officer’s insurance premiums. Once-off items represent non-recurring expense items, including costs related to acquisitions and transactions consummated or ultimately not pursued. Unrealized loss FV for currency adjustments represents foreign currency mark-to-market adjustments on certain intercompany accounts. Interest adjustment represents the intercompany interest expense included in the Consumer Segment Adjusted EBITDA. The Stock-based compensation adjustments reflect stock-based compensation expense and are excluded from the calculation of Segment Adjusted EBITDA and are therefore reported as reconciling items to reconcile the reportable segments’ Segment Adjusted EBITDA to the Company’s loss before income tax expense. Effective from fiscal 2025, all lease charges are allocated to the Company’s operating segments, whereas in fiscal 2024 the Company presented certain lease charges on a separate line outside of its operating segments. Prior period information has been re-presented to include the lease charges which were previously reported on a separate line in the Company’s Consumer and Merchant (now Merchant, Enterprise and Consumer) operating segments. The reconciliation of the reportable segments’ measure of profit or loss to loss before income taxes for the three and nine months ended March 31, 2025 and 2024, is as follows: Three months ended Nine months ended March 31, March 31, 2025 2024 2025 2024 Reportable segments' measure of profit or loss $ 14,569 $ 11,902 $ 41,511 $ 32,710 Operating loss: Group costs (1,772) (2,199) (7,541) (6,032) Once-off costs (2,306) (907) (4,599) (169) Interest adjustment 890 - 2,478 - Unrealized Gain (Loss) FV for currency adjustments 114 (121) (102) (101) Stock-based compensation charge adjustments (2,497) (2,090) (7,518) (5,653) Depreciation and amortization (8,429) (5,791) (22,928) (17,460) Loss on disposal of equity-accounted investments - - (161) - Change in fair value of equity securities (20,421) - (54,152) - Reversal of allowance of EMI doubtful debt - - - 250 Interest income 645 628 1,952 1,562 Interest expense (5,777) (4,581) (16,983) (14,312) Loss before income tax expense $ (24,984) $ (3,159) $ (68,043) $ (9,205) 49 18. Operating segments (continued) Operating segments (continued) The following tables summarize supplemental segment information for the three and nine months ended March 31, 2025 and 2024: Three months ended Nine months ended March 31, March 31, 2025 2024 2025 2024 Revenues Merchant $ 103,001 $ 111,801 $ 334,442 $ 341,044 Consumer 24,096 17,904 68,097 50,191 Enterprise 9,444 11,322 30,259 32,710 Total reportable segment revenue 136,541 141,027 432,798 423,945 Segment Adjusted EBITDA Merchant (1)(2) 8,103 7,420 25,976 21,827 Consumer (1)(2) 6,333 3,757 15,071 8,452 Enterprise (2) 133 725 464 2,431 Total Segment Adjusted EBITDA 14,569 11,902 41,511 32,710 Depreciation and amortization Merchant 3,111 1,957 8,365 5,861 Consumer 255 179 692 527 Enterprise 89 93 283 308 Subtotal: Operating segments 3,455 2,229 9,340 6,696 Group costs 4,974 3,562 13,588 10,764 Total 8,429 5,791 22,928 17,460 Expenditures for long-lived assets Merchant 2,686 2,802 12,355 7,538 Consumer 120 146 688 312 Enterprise 11 (5) 57 100 Subtotal: Operating segments 2,817 2,943 13,100 7,950 Group costs - - - - Total $ 2,817 $ 2,943 $ 13,100 $ 7,950 (1) Segment Adjusted EBITDA for the three months ended March 31, 2025, includes retrenchment and reorganization costs for Merchant of $ 0.7 million (ZAR 12.9 million) and Enterprise of $ 0.3 million (ZAR 5.4 million). Segment Adjusted EBITDA for Consumer includes retrenchment costs of $ 0.01 million (ZAR 0.1 million) for the three months ended March 31, 2024. (2) Segment Adjusted EBITDA for the nine months ended March 31, 2025, includes retrenchment and reorganization costs for Merchant of $ 0.7 million (ZAR 12.9 million), Consumer of $ 0.1 million (ZAR 1.5 million) and Enterprise of $ 0.3 million (ZAR 5.6 million). Segment Adjusted EBITDA for Merchant includes retrenchment costs of $ 0.2 million (ZAR 4.7 million) and Consumer includes retrenchment costs of $ 0.2 million (ZAR 2.9 million) for the nine months ended March 31, 2024. The segment information as reviewed by the chief operating decision maker does not include a measure of segment assets per segment as all of the significant assets are used in the operations of all, rather than any one, of the segments. The Company does not have dedicated assets assigned to a particular operating segment. Accordingly, it is not meaningful to attempt an arbitrary allocation and segment asset allocation is therefore not presented. 50 19. Income tax Income tax in interim periods For the purposes of interim financial reporting, the Company determines the appropriate income tax provision by first applying the effective tax rate expected to be applicable for the full fiscal year to ordinary income. This amount is then adjusted for the tax effect of significant unusual items, for instance, changes in tax law, valuation allowances and non-deductible transaction-related expenses that are reported separately, and have an impact on the tax charge. The cumulative effect of any change in the enacted tax rate, if and when applicable, on the opening balance of deferred tax assets and liabilities is also included in the tax charge as a discrete event in the interim period in which the enactment date occurs. For the three and nine months ended March 31, 2025, the Company’s effective tax rate was impacted by the tax expense recorded by the Company’s profitable South African operations, non-deductible expenses (including transaction-related expenditures) , the on- going losses incurred by certain of the Company’s South African businesses, a valuation allowance created related to the fair value adjustment to MobiKwik, and the associated valuation allowances created related to the deferred tax assets recognized regarding net operating losses incurred by these entities. For the three and nine months ended March 31, 2024, the Company’s effective tax rate was impacted by the tax expense recorded by the Company’s profitable South African operations, non-deductible expenses, the on-going losses incurred by certain of the Company’s South African businesses and the associated valuation allowances created related to the deferred tax assets recognized regarding net operating losses incurred by these entities. Uncertain tax positions As of three months ended March 31, 2025 and June 30, 2024, the Company had no unrecognized tax benefits. The Company files income tax returns mainly in South Africa, Botswana, Namibia and in the U.S. federal jurisdiction. As of March 31, 2025, the Company’s South African subsidiaries are no longer subject to income tax examination by the South African Revenue Service for periods before June 30, 2020. The Company is subject to income tax in other jurisdictions outside South Africa, none of which are individually material to its financial position, statement of cash flows, or results of operations. 20. Commitments and contingencies Guarantees The South African Revenue Service and certain of the Company’s customers, suppliers and other business partners have asked the Company to provide them with guarantees, including standby letters of credit, issued by South African banks. The Company is required to procure these guarantees for these third parties to operate its business. RMB has issued guarantees to these third parties amounting to ZAR 33.1 million ($ 1.8 million, translated at exchange rates applicable as of March 31, 2025) thereby utilizing part of the Company’s short-term facilities. The Company pays commission of between 3.42 % per annum to 3.44 % per annum of the face value of these guarantees and does not recover any of the commission from third parties. Nedbank has issued guarantees to these third parties amounting to ZAR 2.1 million ($ 0.1 million, translated at exchange rates applicable as of March 31, 2025) thereby utilizing part of the Company’s short-term facilities. The Company pays commission of between 0.47 % per annum to 1.84 % per annum of the face value of these guarantees and does not recover any of the commission from third parties. The Company has not recognized any obligation related to these guarantees in its consolidated balance sheet as of March 31, 2025. The maximum potential amount that the Company could pay under these guarantees is ZAR 35.2 million ($ 1.9 million, translated at exchange rates applicable as of March 31, 2025). As discussed in Note 9, the Company has ceded and pledged certain bank accounts to Nedbank as security for the guarantees issued by them with an aggregate value of ZAR 2.1 million ($ 0.1 million, translated at exchange rates applicable as of March 31, 2025). The guarantees have reduced the amount available under its indirect and derivative facilities in the Company’s short-term credit facilities described in Note 9. Contingencies The Company is subject to a variety of insignificant claims and suits that arise from time to time in the ordinary course of business. Management currently believes that the resolution of these other matters, individually or in the aggregate, will not have a material adverse impact on the Company’s financial position, results of operations or cash flows. 51 21. Subsequent events Lesaka ESOP Trust On November 14, 2024, the Company announced that its shareholders voted on and approved the funding and issuance of shares to the Lesaka ESOP Trust at its annual general meeting. The Lesaka Employee Share Ownership Plan (“ESOP”) is designed to create alignment with the Company's long-term growth objectives. The Lesaka ESOP Trust is also expected to advance the Company’s transformation initiatives and plays an important role in improving the company’s Broad-Based Black Economic Empowerment (“BBBEE”) rating. As of November 2024, when shareholders approved the plan, the Company’s employee base is comprised of approximately 87 % designated groups for BBBEE purposes. Through the creation of a broader base of employee ownership, the Company is helping to promote economic inclusion and contribute to transformation in the broader South African economy. The Lesaka ESOP Trust is structured as an evergreen trust, ensuring the permanence of the plan and allowing for the inclusion of future employees as the Company continues to grow. The Lesaka ESOP Trust was required to have an effective holding of 3 % of the Company’s issued shares at the date of implementation, and in February 2025, the Company issued 2,490,000 shares of its common stock to the Lesaka ESOP Trust. The subscription price payable by the Lesaka ESOP Trust for the shares was vendor funded by the Company through a notional vendor funding (“NVF”) structure whereby the Company provided a notional loan to the Lesaka ESOP Trust representing the fair value of the shares, facilitating the acquisition by the Lesaka ESOP Trust of the shares without requiring any upfront payment by the Lesaka ESOP Trust except for the payment of a nominal value of $ 0.001 per share. The NVF structure will achieve the same economic effect as a traditional loan structure from the Company to the Lesaka ESOP Trust to enable the Lesaka ESOP Trust to subscribe for shares in the Company, but without any actual flow of funds from the Company to the Trust. A notional amount on the date of issue was ascribed to each share that the Lesaka ESOP Trust subscribed for, which is equal to the fair market value of one of the Company shares of common stock (which is the amount the Lesaka ESOP Trust would have paid for one of the Company’s shares in an ordinary course cash transaction with the Company) less a 10 % discount. The principal amount on the NVF loan will accrue interest at a fixed rate of 3 % per annum. The NVF will have a five -year term. The notional amount was not recognized in the Company’s financial statements because it represents a formula to calculate the number of the Company’s shares of common stock to be returned by the Lesaka ESOP Trust to the Company after five years . On or about the 5 th anniversary of the implementation date of the ESOP (“Maturity Date”), the Company will have the option to repurchase a portion of the shares held by the Lesaka ESOP Trust at the nominal aggregate amount to settle the total NVF loan outstanding. The number of shares to be repurchased will be determined by using a formula set out in the transaction documents that considers the total NVF loan outstanding on the Maturity Date and the market value of one of the Company’s shares held by the Lesaka ESOP Trust. The purchase consideration that would have been payable for the shares the Company will repurchase (which is the fair market value the Company would have paid for the shares in an ordinary course cash transaction with the Lesaka ESOP Trust on the Maturity Date) will be set off against the total NVF loan outstanding. After settlement of the NVF loan, 50 % of the remaining shares held by the Lesaka ESOP Trust, if any, will be distributed to eligible employees. The Lesaka ESOP Trust will hold shares of the Company’s common stock. The Lesaka ESOP Trust will therefore be entitled to receive its proportionate share of any dividends and other distributions declared by the Company to its shareholders and vote its shares held on matters requiring shareholder approval. The Lesaka ESOP Trust is administered by the board of trustees made up of five members nominated by the Company’s Board and the participants in the ESOP. The Company’s Board has the right to nominate two members to the board of trustees. The balance of the trustees, one of which must be an independent trustee, are nominated by the participants. The nominees appointed to the board of trustees may not be members of the Company’s Board or an officer as contemplated in Rule 16a-(f) of the Securities and Exchange Act of 1934. The nominees of the participants need to meet an election criteria to be eligible for nomination which requires participant nominees to have been employed by the Group for a continuous and uninterrupted period of at least three years . The trustees have the discretion to determine how the Lesaka ESOP Trust should vote shares of the Company common stock held on matters requiring the Company’s shareholder s approval. The decisions by the trustees are decided by a majority vote. The Company is responsible for all reasonable operating expenses incurred by the Lesaka ESOP Trust until such time as the Lesaka ESOP Trust has sufficient cash resources of its own to settle its operating expenses. The Company controls the Lesaka ESOP Trust because the Lesaka ESOP Trust is considered to be a variable interest entity (“VIE”) in which the Company has a controlling financial interest. Accordingly, the Lesaka ESOP Trust is consolidated by the Company. As the Lesaka ESOP Trust is consolidated by the Company, the 2,490,000 shares of the Company’s common stock held by Lesaka ESOP Trust are accounted for as treasury shares at the nominal amount of $ 0.001 per share. Purchases and sales of the Company’s common stock between the Company and the Lesaka ESOP Trust will be recognized within equity with no profit or loss being recognized in the statement of operations on such acquisition or disposal. 52 21. Subsequent events (continued) Lesaka ESOP Trust (continued) Qualifying employees were allocated A and B units. An A unit represents an option for the employees to acquire shares of the Company’s common stock in future. The A unit represents an equity-settled share-based payment, requiring the recognition of a stock- based compensation charge over a five year service period. The A units are expected to be measured at their grant date fair value using a Black Scholes valuation model. A B unit represent an employees’ entitlement to cash payments based on dividends paid by the Company to the Lesaka ESOP Trust, and consequently distributions that the Lesaka ESOP Trust makes to qualifying employees who are beneficiaries of the Lesaka ESOP Trust. These payments represent an employee benefit, requiring that the Company to recognize an expense to the value of the payment made when each payment is made. Initial qualifying employees are required to have a minimum of two years service with the Company, with criterion being determined on December 31, 2024. Initial qualifying employees received invitation and allocation notices on or around April 1, 2025. As employees complete two years ’ service to any subsidiary of the Company they will become eligible for consideration as a beneficiary of the Lesaka ESOP Trust. Qualifying employees include employees of recent acquisitions, including Adumo. On April 1, 2025, the Lesaka ESOP Trust awarded 2,030 qualifying employees 1,989,400 A units and 2,030 B units. Lesaka’s closing price on the Nasdaq on April 1, 2025 was $ 5.00 per share and each A unit was issued with an initial strike price of $ 4.50 (the closing price less a 10 % discount) and is expected to grow by 3 % per annum through to April 1, 2030. The Company has not calculated the grant date fair value of these awards as of the date of filing this Quarterly Report on Form 10-Q on May 7, 2025. 53 ## Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations The following discussion should be read in conjunction with our Annual Report on Form 10-K for the year ended June 30, 2024, and the unaudited condensed consolidated financial statements and the accompanying notes included in this Form 10-Q. U.S. securities laws require that when we publish any non-GAAP measures, we disclose the reason for using these non-GAAP measures and provide reconciliations to the most directly comparable GAAP measures. We discuss why we consider it useful to present these non -GAAP measures and the material risks and limitations of these measures, as well as a reconciliation of these non- GAAP measures to the most directly comparable GAAP financial measure below at “—Results of Operations—Use of Non-GAAP Measures” below. Forward-looking statements Some of the statements in this Form 10-Q constitute forward-looking statements. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, implied or inferred by these forward-looking statements. Such factors include, among other things, those listed under Item 1A.—“Risk Factors” in our Annual Report on Form 10-K for the year ended June 30, 2024. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should ”, “could”, “would”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we do not know whether we can achieve positive future results, levels of activity, performance, or goals. Actual events or results may differ materially. We undertake no obligation to update any of the forward-looking statements after the date of this Form 10-Q to conform those statements to reflect the occurrence of unanticipated events, except as required by applicable law. You should read this Form 10-Q and the documents that we reference herein and the documents we have filed as exhibits hereto and thereto and which we have filed with the United States Securities and Exchange Commission (“SEC”) completely and with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. Recent Developments We disclose our financial results across three distinct operating divisions: Merchant, Consumer and Enterprise. Our evolving integrated multi-product platform is organized around addressing a number of customer needs. Merchant Division The Merchant Division (“Merchant”) serves merchants and micro-merchants, combining existing Connect, Kazang and Kazang Insights (previously known as Touchsides) operations as well as the bulk of Adumo, specifically merchant acquiring and software by way of its GAAP hospitality platform. Combined, we believe the Lesaka offering is the most comprehensive in the market in meeting the needs of micro- and medium-size businesses in the region, empowering merchants and micro-merchants to transact efficiently and fulfill their potential. Our integrated multi-product range provides merchants with card acquiring, cash management, lending, software and Alternative Digital Payments (“ADP”). ADP includes our pre-paid solutions and supplier enabled payments (previously referred to as our value- added services). Performance in Merchant has been driven by: Merchant acquiring Merchant acquiring includes 81,106 devices deployed under the Adumo, Card Connect and Kazang brands. Q3 2025 Q3 2024 Q3 2023 2025 vs 2024 Number of devices in deployment 81,106 50,211 42,012 62% Total Throughput for the quarter (ZAR billions) 9.9 3.9 3.2 154% - Q3 2025 is inclusive of approximately 27,000 devices deployed under the Adumo brand with the Adumo transaction closing on October 1, 2024, the impact of which is not included in the prior period comparatives. - Throughput increased to ZAR 9.9 billion for the quarter, driven mainly by the inclusion of Adumo in Q3 2025 and lower than historic year-on-year growth attributable to Kazang Pay. 54 Software Our software solutions are offered through GAAP. GAAP has operations in South Africa, Botswana, Kenya and clients in a further 21 countries. It is the leading provider of integrated point-of-sales software and hardware to the hospitality industry in Southern Africa, serving clients such as KFC, McDonald’s, Pizza Hut, Nando’s and Krispy Kreme. Q3 2025 Number of GAAP sites 9,640 Approximate ARPU per site (ZAR) (1) 3,360 (1) ARPU is calculated on a revenue per site basis, as monthly figure based on a three-month rolling average for the quarter ending March 31, 2025. - GAAP was acquired on October 1, 2024. The number of GAAP sites was 9,640 as of March 31, 2025. - Monthly ARPU per site, which combines hardware, software and acquiring revenue, was approximately ZAR 3,360, representing a 7% year-on-year growth. Cash management Our cash management and digitalization solutions effectively “puts the bank” in 4,550 merchants’ stores enabling them to deposit their cash faster and more safely on our proprietary Cash Connect vaults. Our cash business remains a vital product in our merchant offering and is a key differentiator for us in the digitalization of cash. It is a very apt point of entry for such a cash-heavy market where many merchants deal with the burdens, costs and risks of handling large amounts of cash. We provide robust cash vaults in the merchant sector (through Cash Connect) and are building a presence in the micro-merchant sector (through Kazang Vaults) enables our merchant customer base to mitigate their operational risks pertaining to cash management and security. Q3 2025 Q3 2024 Q3 2023 2025 vs 2024 Number of devices in deployment 4,550 4,465 4,369 2% Cash settlements (throughput) for the quarter (ZAR billions) 27.5 27.0 26.2 2% Lending Our lending solutions are offered to merchants through Capital Connect and Adumo Capital. Merchant lending is an important component in enabling the merchants we serve to compete and grow. Merchants can apply online and have access to funds within 24 hours. Adumo Capital is a joint venture with Retail Capital, a division of Tyme Bank, with a 50:50 profit share. Q3 2025 Q3 2024 Q3 2023 2025 vs 2024 Total credit disbursed (ZAR millions) (1) 332 219 194 52% Total net loan book size at period end (ZAR millions) (1) 494 299 302 65% (1) Amounts reflected above includes 100% of Adumo Capital’s credit disbursed and net loan book. - Q3 2025 is inclusive of credit disbursed under the Adumo brand with the Adumo transaction closing on October 1, 2024, the impact of which is not included in the prior period comparatives. - We experienced significant growth in credit disbursed during the third quarter of fiscal 2025, driven by Capital Connect disbursing ZAR 283 million in Q3 2025, compared with ZAR 139 million last quarter (Q2 2025) and ZAR 219 million a year ago (Q3 2024). Alternative Digital Payments ADP includes our pre-paid solutions and supplier enabled payments (previously referred to as our value-added services). Pre-paid solutions comprise airtime, electricity and gaming vouchers. Supplier enabled payments predominantly includes supplier payments, with the balance attributable to international money transfers, bill payments, satellite (digital) television offerings. 55 Q3 2025 Q3 2024 Q3 2023 2025 vs 2024 Number of devices in deployment 92,957 80,291 71,806 16% Total throughput for the quarter (ZAR billions) 10.6 8.3 7.5 28% Pre-paid solutions throughput for the quarter (ZAR billions) 4.7 4.5 3.8 3% Supplier enabled payments throughput for the quarter (ZAR billions) 5.9 3.8 3.7 57% - We had 92,957 devices deployed as of March 31, 2025, representing a 16% year-on-year growth compared to 80,291 devices as of March 31, 2024. Core to our device placement strategy is the decision to focus on quality business and optimizing our existing fleet, which is reflected in healthy throughput growth. - Total throughput increased 28% to ZAR 10.6 billion year-on-year, driven by a 57% increase in supplier enabled payments. Consumer Division The Consumer Division (“Consumer”) offers a transactional account, loans and insurance. Consumer includes our EasyPay Payouts platform (previously known as Adumo Payouts) where we service consumers who are corporate employees and receive work- related benefit payments from their employers through us. We continue to deliver against our strategic focus areas underpinning our growth strategy in Consumer . Q3 2025 Q3 2024 Q3 2023 2025 vs 2024 Transactional accounts (banking) - EasyPay Everywhere ("EPE") Total active EPE transactional account base at quarter end (millions) 1.7 1.5 1.3 16% Total active EPE transactional account base at quarter end - Permanent grant recipients (millions) (1) 1.5 1.3 1.0 19% Approximate Gross EPE account activations for the quarter - Permanent grant recipients (number) 124,000 97,000 39,000 28% Approximate Net EPE account activations for the quarter - Permanent grant recipients (number) (1) 89,000 58,000 1,000 53% Lending - EasyPay Loans Approximate number of loans originated during the quarter (number) 320,000 266,000 207,000 20% Gross advances in the quarter (ZAR millions) 641 416 320 54% Loan book size, before allowances, at quarter end (ZAR millions) (2) 808 509 398 59% Insurance - EasyPay Insurance Approximate number of insurance policies written in the quarter (number) 55,000 46,000 36,000 20% Total active insurance policies on book at quarter end (number) 527,671 414,243 309,165 27% Average revenue per customer per month, as of March 31, (permanent grant beneficiaries) (ZAR) 106 90 78 18% EasyPay Payouts Approximate number of active cardholders 230,000 - - nm Approximate load value for the quarter (ZAR millions) 155 - - nm (1) Source: SASSA statistical reports portal (2025) | Permanent grant customers per SASSA’s monthly Social Assistance report (March 31, 2025). (2) Gross loan book, before provisions. 56 - Driving customer acquisition, supported by increased focus on customer service o We achieved approximately 124,000 gross account activations in the quarter, compared to approximately 97,000 a year ago (Q3 2024) and 99,000 last quarter (Q2 2025). This result reflects continued growth at the new levels achieved for the permanent base since fiscal 2024, and the impact of operational issues experienced at the Post Bank specific to this quarter. o After accounting for churn, net active account growth ( permanent grant customers per SASSA’s monthly Social Assistance report for March 31, 2025, on the SASSA statistical reports portal) for the quarter was approximately 89,000 accounts, compared to approximately 58,000 in the third quarter of fiscal 2024, and 65 000 a quarter ago (Q2 2025). o Our total active EPE transactional account base stood at approximately 1.7 million at the end of March 2025, of which approximately 1.5 million (or approximately 90%) are permanent grant recipients ( permanent grant customers per SASSA’s monthly Social Assistance report for March 31, 2025, on the SASSA statistical reports portal). The balance comprises Social Relief of Distress (“SRD”) grant recipients, which was introduced during the COVID pandemic and extended by another year in February 2025, to continue until March 2026, in its current form. o Our priority is to grow our permanent grant recipient customers base, where we can build deeper relationships by offering products such as insurance and lending. We do not offer the same breadth of service to the SRD grant base due to the temporary nature of the grant. - Progress on cross selling EasyPay Loans o We originated approximately 320,000 loans during the quarter, with our consumer loan book, before allowances (“gross book”), increasing 59% to ZAR 808 million as of March 31, 2025, compared to ZAR 509 million as of March 31, 2024. o We have not amended our credit scoring or other lending criteria, and the growth is reflective of the demand for our tailored loan product for this market, growth in EPE bank account customer base and improved cross-selling capabilities. o The loan conversion rate continues to improve following the implementation of a number of targeted Consumer lending campaigns and encouraging results from our digital channels. o The portfolio loss ratio, calculated as the loans written off over the last 12 months as a percentage of the total gross loan book at the end of the quarter, has remained stable at approximately 6% on an annualized basis, compared to quarter three fiscal 2024. EasyPay Insurance o Our insurance product sales continue to grow and is a material contributor to the improvement in our overall ARPU. We have been able to improve customer penetration to approximately 35% of our active permanent grant account base as of March 31, 2025, compared to 32% as of March 31, 2024. Approximately 55,000 new policies were written in the quarter, compared to approximately 46,000 in the comparable period in fiscal 2024. The total number of active policies has grown 27% to approximately 528,000 policies as of March 31, 2025, compared to 414,000 policies as of March 31, 2024. ARPU o ARPU for our permanent client base has increased to approximately ZAR 106 per month for the third quarter of fiscal 2025, from approximately ZAR 90 in the third quarter of fiscal 2024. EasyPay Payouts o On 1 October, 2024, the EasyPay Payouts business officially became part of the Consumer Division. o The number of active card holders was approximately 230,000 at the end of the third quarter of fiscal 2025, with a load value of approximately ZAR 155 million for quarter ended March 31, 2025. Enterprise Division Our Enterprise Division (“Enterprise”) focuses on large corporates, mobile network operators, banks, governments, municipalities, and, through Recharger, landlords utilizing Recharger’s prepaid electricity metering solution. Our offering includes our bill and utility payments platform, a new payment switch, Prism Switch, as well as Hardware Security Modules, a third-party vending and security business. Enterprise serves third party corporates, and the technology needs of our Consumer and Merchant Divisions. 57 Q3 2025 Q3 2024 2025 vs 2024 Bill Payments Total Throughput for the quarter (ZAR billions) 8 7 12% Utility Payments Approximate number of registered prepaid electricity meters deployed (number) 502,790 - nm Total Throughput for the quarter (ZAR billions) 1.8 1.7 9% Switching Approximate number of transactions (million) (1) 2.2 - nm (1) Our new payment switch, Prism Switch has been in production since June 2024 thus prior period comparatives are not applicable. - The Recharger transaction closed on March 3, 2025. Utility payments throughput for Q3 2025 is inclusive of R116 million attributable to Recharger utility payments for the month of March 2025, the impact of which is not included in the prior period comparatives. Acquisition of Recharger On November 20, 2024, we announced the acquisition of Recharger. With closing conditions satisfied, the deal closed on March 3, 2025, demonstrating positive advancement of our strategy in the Enterprise Division. Recharger, allocated to the Enterprise operating segment, is a South African prepaid electricity submetering and payments business with a base of over 500,000 registered prepaid electricity meters. We expect the acquisition to act as an entry point for us into the South African private utilities space while augmenting the Enterprise division’s alternative payment offering. Debt refinance and new banking partner At the end of February 2025, we completed the ZAR 4.5 billion refinance of our Group’s debt facilities, including Investec Bank as a new banking partner alongside our incumbent bank, RMB. The benefits of the debt refinance include: consolidating most of the Group’s legacy senior debt facilities at the centre, reducing the Group’s overall weighted average borrowing rate by approximately 1.3% per year, reshaping the repayment profile of our senior debt, diversifying our funding sources and increasing debt facility headroom, thereby creating flexibility and capacity for organic and inorganic growth. Lesaka Employee Share Trust We successfully launched Lesaka’s Employee Share Ownership Plan (“ESOP”) in March 2025 reflecting our commitment to our people. Our ESOP is designed to create alignment with our long-term growth objectives. The Lesaka ESOP Trust will hold an effective 3% of our issued shares at the date of implementation, representing approximately ZAR 220 million at the current market price. This allocation of shares ensures that employees have a meaningful stake in our future financial success and gives them the opportunity to share in the value created by us. The Lesaka ESOP Trust advances our transformation initiatives and plays an important role in improving the company’s Broad- Based Black Economic Empowerment (“BBBEE”) rating. Our employee base is comprised of 87% designated groups for BBBEE purposes. Through the creation of a broader base of employee ownership, we are helping to promote economic inclusion and contribute to transformation in the broader South African economy. Association of South African Payment Providers (“ASAPP”) ASAPP, publicly launched (www.asapp.co.za) in January 2025, is now fully established as the main representatives of non-bank participants in the payments space. The eight original members (Altron Fintech, Hello Group Inc., iKhokha (Pty) Ltd, Lesaka Technologies (Pty) Ltd, Network International Holdings Plc, Peach Payment Services (Pty) Ltd, Shop2Shop (Pty) Ltd, Yoco Technologies (Pty) Ltd) have been joined by Flash Group, PayU GPO, Cross Switch Technology Ltd, and Paycorp Group. Key workstreams include: - Greater inclusion of Non-Bank participation in the payment’s ecosystem including services such as settlement of funds as part of the Bank's Act. - Calling to action a review of interchange pricing in South Africa, directly with the South African Reserve Bank (“SARB”). - Working alongside the SARB and other regulatory stakeholders on the strategic direction of the Faster Payment System, National Treasury Financial Inclusion Forum and the Payments Industry Body Formation. 58 Critical Accounting Policies Our unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions about future events that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities. As future events and their effects cannot be determined with absolute certainty, the determination of estimates requires management’s judgment based on a variety of assumptions and other determinants such as historical experience, current and expected market conditions and certain scientific evaluation techniques. Critical accounting policies are those that reflect significant judgments or uncertainties and may potentially result in materially different results under different assumptions and conditions. We have identified the following critical accounting policies that are described in more detail in our Annual Report on Form 10-K for the year ended June 30, 2024: - Business Combinations and the Recoverability of Goodwill; - Intangible Assets Acquired Through Acquisitions; - Revenue recognition – principal versus agent considerations; - Valuation of investment in Cell C; - Recoverability of equity securities and equity-accounted investments; - Deferred Taxation; - Stock-based Compensation; - Accounts Receivable and Allowance for Doubtful Accounts Receivable; and - Lending. Recent accounting pronouncements adopted Refer to Note 1 to our unaudited condensed consolidated financial statements for a full description of accounting pronouncements adopted, including the dates of adoption and the effects on our unaudited condensed consolidated financial statements. Recent accounting pronouncements not yet adopted as of March 31, 2025 Refer to Note 1 to our unaudited condensed consolidated financial statements for a full description of recent accounting pronouncements not yet adopted as of March 31, 2025, including the expected dates of adoption and effects on our financial condition, results of operations and cash flows. Currency Exchange Rate Information Actual exchange rates The actual exchange rates for and at the end of the periods presented were as follows: Table 1 Three months ended Nine months ended Year ended March 31, March 31, June 30, 2025 2024 2025 2024 2024 ZAR : $ average exchange rate 18.5066 18.7313 18.1212 18.7536 18.7070 Highest ZAR : $ rate during period 19.1171 19.4568 19.1171 19.4568 19.4568 Lowest ZAR : $ rate during period 18.0985 18.2076 17.1144 17.6278 17.6278 Rate at end of period 18.3508 18.8760 18.3508 18.8760 18.1808 59 Translation exchange rates for financial reporting purposes We are required to translate our results of operations from ZAR to U.S. dollars on a monthly basis. Thus, the average rates used to translate this data for the three and nine months ended March 31, 2025 and 2024, vary slightly from the averages shown in the table above. Except as described below, the translation rates we use in presenting our results of operations are the rates shown in the following table: Three months ended Nine months ended Year ended Table 2 March 31, March 31, June 30, 2025 2024 2025 2024 2024 Income and expense items: $1 = ZAR 18.4021 18.8780 18.0393 18.7571 18.6844 Balance sheet items: $1 = ZAR 18.3508 18.8760 18.3508 18.8760 18.1808 We have translated the results of operations and operating segment information for the three and nine months ended March 31, 2025 and 2024, provided in the tables below using the actual average exchange rates per month (i.e. for each of January 2025, February 2025, and March 2025 for the third quarter of fiscal 2025) between the USD and ZAR in order to reduce the reconciliation of information presented to our chief operating decision maker. The impact of using this method compared with the average rate for the quarter and year to date is not significant, however, it does result in minor differences. We believe that presentation using the average exchange rates per month compared with the average exchange rate per quarter and year to date improves the accuracy of the information presented in our external financial reporting and leads to fewer differences between our external reporting measures which are supplementally presented in ZAR, and our internal management information, which is also presented in ZAR. Results of Operations The discussion of our consolidated overall results of operations is based on amounts as reflected in our unaudited condensed consolidated financial statements which are prepared in accordance with U.S. GAAP. We analyze our results of operations both in U.S. dollars, as presented in the unaudited condensed consolidated financial statements, and supplementally in ZAR, because ZAR is the functional currency of the entities which contribute the majority of our results and is the currency in which the majority of our transactions are initially incurred and measured. Presentation of our reported results in ZAR is a non-GAAP measure. Due to the significant impact of currency fluctuations between the U.S. dollar and ZAR on our reported results and because we use the U.S. dollar as our reporting currency, we believe that the supplemental presentation of our results of operations in ZAR is useful to investors to understand the changes in the underlying trends of our business. 60 Our operating segment revenue presented in “—Results of operations by operating segment” represents total revenue per operating segment before intercompany eliminations. A reconciliation between total operating segment revenue and revenue, as well as the reconciliation between our segment performance measure and net loss before tax (benefits) expense, is presented in our unaudited condensed consolidated financial statements in Note 18 to those statements. Our chief operating decision maker is our Executive Chairman and he evaluates segment performance based on segment earnings before interest, tax, depreciation and amortization (“EBITDA”), adjusted for items mentioned in the next sentence (“Segment Adjusted EBITDA”) for each operating segment. We do not allocate once -off items (as defined below), stock-based compensation charges, depreciation and amortization, impairment of goodwill or other intangible assets, other items (including gains or losses on disposal of investments, fair value adjustments to equity securities, fair value adjustments to currency options), interest income, interest expense, income tax expense or loss from equity-accounted investments to our reportable segments. We have included an intercompany interest expense in our Consumer Segment Adjusted EBITDA for the three and nine months ended March 31, 2025. Once-off items represent non-recurring expense items, including costs related to acquisitions and transactions consummated or ultimately not pursued. The Stock-based compensation adjustments reflect stock-based compensation expense and are both excluded from the calculation of Segment Adjusted EBITDA and are therefore reported as reconciling items to reconcile the reportable segments’ Segment Adjusted EBITDA to our loss before income tax expense. Effective from fiscal 2025, all lease charges are allocated to our operating segments, whereas in fiscal 2024 we presented certain lease charges on a separate line outside of our operating segments. Prior period information has been re- presented to include the lease charges which were previously reported on a separate line in our Consumer and Merchant (and now Merchant, Consumer and Enterprise) operating segments. Group Adjusted EBITDA represents Segment Adjusted EBITDA after deducting group costs. Refer also “Results of Operations—Use of Non-GAAP Measures” below. Our fiscal 2025 financial results include Adumo from October 1, 2024 and Recharger from March 3, 2025. Adumo and Recharger are not included in our financial results for fiscal 2024. We analyze our business and operations in terms of three inter-related but independent operating segments: (1) Merchant (2) Consumer and (3) Enterprise. In addition, corporate activities that are impracticable to allocate directly to the operating segments, as well as any inter-segment eliminations, are included in Group costs. Inter-segment revenue eliminations are included in Eliminations. Third quarter of fiscal 2025 compared to third quarter of fiscal 2024 The following factors had a significant impact on our results of operations during the third quarter of fiscal 2025 as compared with the same period in the prior year: - Lower revenue in ZAR: Our revenues decreased 4% in ZAR, primarily due to fewer low margin prepaid airtime sales and a lower contribution from our legacy Enterprise businesses, which was partially offset by the inclusion of Adumo and Recharger, an increase in ADP throughput in Merchant, as well as higher transaction, insurance and lending revenues in Consumer; - Operating income increase, before transaction costs: Operating income before transaction and related costs increased primarily due to a strong performance by Consumer and the contribution from Adumo and Recharger from March 3, 2025, which was partially offset by higher costs and the increase in amortization of acquisition-related intangible assets related to the acquisition of Adumo; - Non-cash fair value adjustment related to equity securities: We recorded a non -cash fair value loss of $20.4 million during the third quarter of fiscal 2025 related to our investment in MobiKwik; - Higher net interest charge: Net interest charge increased to $5.1 million (ZAR 95.0 million) from $4.0 million (ZAR 74.6 million) primarily due to higher overall borrowings, which was partially offset by a small increase in interest received as a result of the inclusion of Adumo; and - Foreign exchange movements: The U.S. dollar was 3% weaker against the ZAR during the third quarter of fiscal 2025 compared to the prior period, which positively impacted our U.S. dollar reported results. 61 Consolidated overall results of operations This discussion is based on the amounts prepared in accordance with U.S. GAAP. The following tables show the changes in the items comprising our statements of operations, both in U.S. dollars and in ZAR: Table 3 In United States Dollars Three months ended March 31, 2025 2024 % $ ’000 $ ’000 change Revenue 135,670 138,194 (2%) Cost of goods sold, IT processing, servicing and support 91,233 107,854 (15%) Selling, general and administration 34,217 23,124 48% Depreciation and amortization 8,429 5,791 46% Transaction costs related to Adumo and Recharger acquisitions and certain compensation costs 1,222 631 94% Operating income 569 794 (28%) Change in fair value of equity securities (20,421) - nm Interest income 645 628 3% Interest expense 5,777 4,581 26% Loss before income tax (benefit) expense (24,984) (3,159) 691% Income tax (benefit) expense (2,934) 931 nm Net loss before earnings from equity-accounted investments (22,050) (4,090) 439% Earnings from equity-accounted investments 12 43 (72%) Net loss (22,038) (4,047) 445% Less net income attributable to non-controlling interest 20 - nm Net loss attributable to us (22,058) (4,047) 445% Table 4 In South African Rand Three months ended March 31, 2025 2024 % ZAR ’000 ZAR ’000 change Revenue 2,510,061 2,609,913 (4%) Cost of goods sold, IT processing, servicing and support 1,688,015 2,036,881 (17%) Selling, general and administration 632,841 436,746 45% Depreciation and amortization 155,919 109,379 43% Transaction costs related to Adumo and Recharger acquisitions and certain compensation costs 22,361 11,915 88% Operating income 10,925 14,992 (27%) Change in fair value of equity securities (373,784) - nm Interest income 11,944 11,861 1% Interest expense 106,923 86,504 24% Loss before income tax (benefit) expense (457,838) (59,651) 668% Income tax (benefit) expense (53,650) 17,575 nm Net loss before earnings from equity-accounted investments (404,188) (77,226) 423% Earnings from equity-accounted investments 220 811 (73%) Net loss (403,968) (76,415) 429% Less net income attributable to non-controlling interest 369 - nm Net loss attributable to us (404,337) (76,415) 429% Revenue decreased by $2.5 million (ZAR 99.9 million) or 1.8% (in ZAR 3.8%). The decrease was primarily due to fewer low margin prepaid airtime sales, which was partially offset by the inclusion of Adumo, an increase in the volume of ADP provided (prepaid airtime), the impact of an increase in certain issuing fee base prices year-over-year, and transaction activity in our issuing business, and an increase in insurance premiums collected and lending revenues following higher loan originations. Refer to discussion above at “—Recent Developments” for a description of key trends impacting our revenue this quarter. Cost of goods sold, IT processing, servicing and support decreased by $16.6 million (ZAR 348.9 million) or 15.4% (in ZAR 17.1%), primarily due to the decrease in low margin prepaid airtime sales, which was partially offset by the inclusion of Adumo, higher commissions paid related to ADP revenue generated, and higher insurance-related claims and third-party transaction fees. 62 Selling, general and administration expenses increased by $11.1 million (ZAR 196.1 million), or 48.0% (in ZAR 44.9%). The increase was primarily due to the inclusion of Adumo; higher employee-related expenses (including the impact of annual salary increases); reorganization and retrenchment costs, an increase in the allowance for credit losses as a result of higher lending activities by both Consumer and Merchant, higher stock-based compensation charges; and the year-over-year impact of inflationary increases on certain expenses, which was partially offset by lower bonus provision expense. Depreciation and amortization expense increased by $2.6 million (ZAR 46.5 million), or 45.6% (42.5%). The increase was due to the inclusion of acquisition-related intangible asset amortization related to intangible assets identified pursuant to the Adumo and Recharger acquisitions and an increase in depreciation expense related to additional POS devices deployed . Transaction costs related to Adumo and Recharger acquisitions and certain compensation costs increased primarily due to the inclusion of post-combination compensation charges recognized related to the Recharger acquisition. Refer to Note 2 to our unaudited condensed consolidation financial statements for additional information. Our operating income margin for the third quarter of fiscal 2025 and 2024 was 0.4% and 0.6%, respectively. We discuss the components of operating loss margin under “—Results of operations by operating segment.” The change in fair value of equity securities of $20.4 million during the third quarter of fiscal 2025 represents a non-cash fair value adjustment loss related to MobiKwik. We did not record any changes in the fair value of equity interests in MobiKwik during the third quarter of fiscal 2024, or any fair value adjustments for Cell C during the third quarter of fiscal 2025 or 2024, respectively. We continue to carry our investment in Cell C at $0 (zero). Refer to Note 5 to our unaudited condensed consolidation financial statements for the methodology and inputs used in the fair value calculation for MobiKwik and Cell C. Interest on surplus cash was flat at $0.6 million (ZAR 11.9 million) from $0.6 million (ZAR 11.9 million) . Interest expense increased to $5.8 million (ZAR 106.9 million) from $4.6 million (ZAR 86.5 million). In ZAR, the increase was primarily by higher overall borrowings during the third quarter of fiscal 2025 compared with the comparable period in the prior quarter. Fiscal 2025 income tax benefit was $(2.9) million (ZAR (53.7) million) compared to an income tax expense of $0.9 million (ZAR 17.6 million) in fiscal 2024. Our effective tax rate for fiscal 2025 was impacted by deferred tax impact related to the fair value adjustment to our equity securities, the tax expense recorded by our profitable South African operations, a deferred tax benefit related to acquisition-related intangible asset amortization, non-deductible expenses (in transaction-related expenses), the on-going losses incurred by certain of our South African businesses, a valuation allowance created related to the fair value adjustment to MobiKwik, and the associated valuation allowances created related to the deferred tax assets recognized regarding net operating losses incurred by these entities. Our effective tax rate for fiscal 2024 was impacted by the tax expense recorded by our profitable South African operations, a deferred tax benefit related to acquisition-related intangible asset amortization, non-deductible expenses, the on-going losses incurred by certain of our South African businesses, and the associated valuation allowances created related to the deferred tax assets recognized regarding net operating losses incurred by these entities. The table below presents the relative earnings (loss) from our equity-accounted investments: Table 5 Three months ended March 31, 2025 2024 $ % $ ’000 $ ’000 change Other 12 43 (72%) Total income (loss) from equity-accounted investments 12 43 (72%) 63 Results of operations by operating segment The composition of revenue and the contributions of our business activities to operating loss are illustrated below: Table 6 In United States Dollars Three months ended March 31, 2025 % of 2024 % of % change Operating Segment $ ’000 total $ ’000 total Consolidated revenue: Merchant 103,001 76% 111,801 81% (8%) Consumer 24,096 18% 17,904 13% 35% Enterprise 9,444 7% 11,322 8% (17%) Subtotal: Operating segments 136,541 101% 141,027 102% (3%) Eliminations (871) (1%) (2,833) (2%) (69%) Total consolidated revenue 135,670 100% 138,194 100% (2%) Group Adjusted EBITDA: Merchant (1)(2) 8,103 63% 7,420 76% 9% Consumer (1)(2) 6,333 49% 3,757 39% 69% Enterprise (2) 133 1% 725 7% (82%) Group costs (1,772) (13%) (2,199) (22%) (19%) Group Adjusted EBITDA (non-GAAP) (3) 12,797 100% 9,703 100% 32% (1) Segment Adjusted EBITDA for the three months ended March 31, 2025, includes reorganization and retrenchment costs of $0.7 million for Merchant and Enterprise of $0.3 million. Segment Adjusted EBITDA Consumer includes retrenchment costs of $0.01 million for the third quarter of fiscal 2024. (2) Lease expenses which were previously presented on a separate line in fiscal 2024 are now included in Merchant, Enterprise and Consumer Segment Adjusted EBITDA. The prior period has been re-presented to conform with current period presentation. See also “—Results of Operations — Presentation of Merchant, Consumer and Enterprise by segment for fiscal 2025 to date and fiscal 2024”. (3) Group Adjusted EBITDA is a non-GAAP measure, refer to reconciliation below at “—Results of Operations—Use of Non- GAAP Measures”. Table 7 In South African Rand Three months ended March 31, 2025 % of 2024 % of % change Operating Segment ZAR ’000 total ZAR ’000 total Consolidated revenue: Merchant 1,905,817 76% 2,111,386 81% (10%) Consumer 445,845 18% 338,170 13% 32% Enterprise 174,565 7% 213,856 8% (18%) Subtotal: Operating segments 2,526,227 101% 2,663,412 102% (5%) Eliminations (16,166) (1%) (53,499) (2%) (70%) Total consolidated revenue 2,510,061 100% 2,609,913 100% (4%) Group Adjusted EBITDA: Merchant (1)(2) 149,858 63% 140,091 76% 7% Consumer (1)(2) 117,144 49% 70,988 39% 65% Enterprise (2) 2,384 1% 13,716 7% (83%) Group costs (32,623) (13%) (41,529) (22%) (21%) Group Adjusted EBITDA (non-GAAP) (3) 236,763 100% 183,266 100% 29% (1) Segment Adjusted EBITDA Merchant and Segment Adjusted EBITDA Merchant include reorganization and retrenchment costs of ZAR 12.9 million and Enterprise of ZAR 5.4 million, respectively, for the third quarter of fiscal 2025. Segment Adjusted EBITDA for Consumer includes retrenchment costs of ZAR 0.1 million for the third quarter of fiscal 2024. (2) Lease expenses which were previously presented on a separate line in fiscal 2024 are now included in Merchant, Enterprise and Consumer Segment Adjusted EBITDA. The prior period has been re-presented to conform with current period presentation. (3) Group Adjusted EBITDA is a non-GAAP measure, refer to reconciliation below at “—Results of Operations—Use of Non- GAAP Measures”. 64 Merchant Segment revenue primarily decreased due to fewer low margin prepaid airtime sales (“Pinned airtime”), which was partially offset by the inclusion of Adumo, a higher volume of ADP. In ZAR, the increase in Segment Adjusted EBITDA is primarily due to the inclusion of Adumo, which was partially offset by higher operating expenses incurred, including employment-related expenditures, to expand our offering, an increase in the allowance for credit losses following higher loan originations and reorganization and retrenchment costs incurred during the third quarter of fiscal 2025. We recorded a significant proportion of our airtime sales in revenue (see further below) and cost of sales, while only earning a relatively small margin. This significantly depresses the Segment Adjusted EBITDA margins shown by the business. From the first quarter of fiscal 2025, we have experienced a shift in the mix between the sale of Pinned Airtime and distribution of pinless prepaid airtime (“Pinless Airtime”), and this trend has continued through to the third quarter of fiscal 2025, with the volume of Pinned Airtime sales decreasing, which results in a lower revenue and related cost of sales, and an overall improved margin. Our Segment Adjusted EBITDA margin for the third quarter of fiscal 2025 and 2024 was 7.9% and 6.6%, respectively. Consumer Segment revenue increased primarily due to higher transaction fees generated from the higher EPE account holders base, the impact of an increase in certain issuing fee base prices year-over-year, and transaction activity in our issuing business, insurance premiums collected, lending revenues following an increase in loan originations and the inclusion of Adumo. This increase in revenue has translated into improved profitability, which was partially offset by a higher allowance for credit losses following an increase in loan originations during the quarter, higher insurance-related claims, interest expense (of approximately ZAR 16.5 million) incurred to fund our lending book and the year-over-year impact of inflationary increases on certain expenses. As noted during the first quarter of fiscal 2025, we intend to obtain a separate lending facility to fund a portion of our lending during fiscal 2025. Therefore, we have included an intercompany interest expense in our Consumer Segment Adjusted EBITDA for the third quarter of fiscal 2025 compared with the third quarter of fiscal 2024. Our Segment Adjusted EBITDA margin for the third quarter of fiscal 2025 and 2024 was 26.3% and 21.0%, respectively. Enterprise Segment revenue decreased primarily due to fewer ad hoc hardware sales as well as lower revenue generated from the sale of prepaid airtime vouchers, which was partially offset by the inclusion of Recharger. In ZAR, the significant decrease in Segment Adjusted EBITDA is primarily due to the impact of fewer sales, which was partially offset by the inclusion of Recharger. Our Segment Adjusted (loss) EBITDA margin for the third quarter of fiscal 2025 and 2024 was 1.41% and 6.4%, respectively. Group costs Our group costs primarily include employee related costs in relation to employees specifically hired for group roles and costs related directly to managing the US-listed entity; expenditures related to compliance with the Sarbanes-Oxley Act of 2002; non- employee directors’ fees; legal fees; group and US-listed related audit fees; and directors’ and officers’ insurance premiums. Our group costs for fiscal 2025 decreased compared with the prior period due to lower bonus provision expense, which was partially offset by higher employee costs resulting from an increase in the number of individuals allocated to group costs and base salary adjustments, audit and consulting fees. Year to date fiscal 2025 compared to year to date fiscal 2024 The following factors had a significant impact on our results of operations during the year to date fiscal 2025 as compared with the same period in the prior year: - Revenue flat in $, lower revenue in ZAR: Our revenues were flat in U.S. dollar and decreased 1.1% in ZAR, primarily due to the inclusion of Adumo and Recharger, an increase in value-added services activity in Merchant, as well as higher transaction, insurance and lending revenues in Consumer, which was partially offset by fewer Pinned Airtime sales and a lower contribution from Enterprise; - Operating income increase, before transaction costs: Operating income, before transaction and related costs, increased significantly primarily due to contribution from Adumo from October 1, 2024 and Recharger from March 3, 2025, which was partially offset by increased costs and the increase in amortization of acquisition-related intangible assets related to the acquisition of Adumo and Recharger; - Non-cash fair value adjustment related to equity securities: We recorded a non -cash fair value loss of $54.2 million during the year to date fiscal 2025 related to our investment in MobiKwik; - Higher net interest charge: Net interest charge increased to $15.0 million (ZAR 272.5 million) from $12.8 million (ZAR 239.0 million) primarily due to higher overall borrowings, which was partially offset by an increase in interest received as a result of the inclusion of Adumo; and - Foreign exchange movements: The U.S. dollar was 4% weaker against the ZAR during the year to date fiscal 2025 compared to the prior period, which adversely impacted our U.S. dollar reported results. 65 Consolidated overall results of operations This discussion is based on the amounts prepared in accordance with U.S. GAAP. The following tables show the changes in the items comprising our statements of operations, both in U.S. dollars and in ZAR: Table 8 In United States Dollars Nine months ended March 31, 2025 2024 % $ ’000 $ ’000 change Revenue 428,034 418,176 2% Cost of goods sold, IT processing, servicing and support 303,418 329,610 (8%) Selling, general and administration 97,213 67,146 45% Depreciation and amortization 22,928 17,460 31% Transaction costs related to Adumo and Recharger acquisitions and certain compensation costs 3,174 665 377% Operating income 1,301 3,295 (61%) Change in fair value of equity securities (54,152) - nm Loss on disposal of equity-accounted investments 161 - nm Reversal of allowance for EMI doubtful debt receivable - 250 nm Interest income 1,952 1,562 25% Interest expense 16,983 14,312 19% Loss before income tax (benefit) expense (68,043) (9,205) 639% Income tax (benefit) expense (9,268) 1,881 nm Net loss before income (loss) from equity-accounted investments (58,775) (11,086) 430% Income (Loss) from equity-accounted investments 89 (1,319) nm Net loss (58,686) (12,405) 373% Less net income attributable to non-controlling interest 48 - nm Net loss attributable to us (58,734) (12,405) 373% Table 9 In South African Rand Nine months ended March 31, 2025 2024 % ZAR ’000 ZAR ’000 change Revenue 7,754,951 7,842,078 (1%) Cost of goods sold, IT processing, servicing and support 5,495,767 6,181,076 (11%) Selling, general and administration 1,761,823 1,259,415 40% Depreciation and amortization 415,665 327,408 27% Transaction costs related to Adumo and Recharger acquisitions and certain compensation costs 56,809 12,550 353% Operating income 24,887 61,629 (60%) Change in fair value of equity securities (988,494) - nm Loss on disposal of equity-accounted investments 2,886 - nm Reversal of allowance for EMI doubtful debt receivable - 4,741 nm Interest income 35,347 29,309 21% Interest expense 307,831 268,262 15% Loss before income tax (benefit) expense (1,238,977) (172,583) 618% Income tax (benefit) expense (169,202) 35,245 nm Net loss before income (loss) from equity-accounted investments (1,069,775) (207,828) 415% Income (Loss) from equity-accounted investments 1,586 (25,041) nm Net loss (1,068,189) (232,869) 359% Less net income attributable to non-controlling interest 865 - nm Net loss attributable to us (1,069,054) (232,869) 359% 66 Revenue increased by $9.9 million (ZAR 87.1 million), or 2.4% (in ZAR, 1.1%), primarily due to the inclusion of Adumo, an increase in the volume of value-added services provided (Pinless Airtime and gaming), an increase in certain issuing fee base prices and transaction activity in our issuing business, and an increase in insurance premiums collected and lending revenues following higher loan originations, which was partially offset by fewer Pinned Airtime sales. Cost of goods sold, IT processing, servicing and support decreased by $26.2 million (or 7.9%) and, in ZAR, decreased by ZAR 685.3 million (or 11.1%), primarily due to the decrease in Pinned Airtime sales, which was partially offset by the inclusion of Adumo, higher commissions paid related to ADP revenue generated, and higher insurance-related claims and third-party transaction fees. Selling, general and administration expenses increased by $30.1 million (ZAR 502.4 million), or 44.8% (in ZAR 39.9%). The increase was primarily due to the inclusion of Adumo; higher employee-related expenses (including annual bonuses and annual salary increases); higher stock-based compensation charges, consulting fees, audit fees, and travel expenses; and the year-over-year impact of inflationary increases on certain expenses. Depreciation and amortization expense increased by $5.5 million (ZAR 88.3 million), or 31.3% (27.0%). The increase was due to the inclusion of acquisition-related intangible asset amortization related to intangible assets identified pursuant to the Adumo and Recharger acquisitions and an increase in depreciation expense related to additional POS devices deployed. Transaction costs related to Adumo and Recharger acquisitions and certain compensation costs includes fees paid to external service providers associated with legal and advisory services procured to close the Adumo transaction on October 1, 2024, and the Recharger transaction in March 2025, and increased primarily due to the inclusion of post-combination compensation charges recognized related to the Recharger acquisition. Refer to Note 2 to our unaudited condensed consolidation financial statements for additional information. Our operating income margin for the year to date fiscal 2025 and 2025 was 0.3% and 0.8%, respectively. We discuss the components of operating loss margin under “—Results of operations by operating segment.” The change in fair value of equity securities of $54.2 million during the year to date fiscal 2025 represents a non-cash fair value adjustment loss related to MobiKwik. We did not record any changes in the fair value of equity interests in MobiKwik during the year to date fiscal 2024, or any fair value adjustments for Cell C during the year to date fiscal 2025 or 2024, respectively. We continue to carry our investment in Cell C at $0 (zero). We recorded a loss of $0.2 million related to the change in our investment in an equity security recorded under the equity method to consolidation during fiscal 2025. Refer to Note 2 to our consolidated financial statements for additional information regarding this loss. Interest on surplus cash increased to $2.0 million (ZAR 35.3 million) from $1.6 million (ZAR 29.3 million), primarily due to the inclusion of Adumo and higher overall average cash balances on deposit during the year to date fiscal 2025 compared with 2024. Interest expense increased to $17.0 million (ZAR 307.8 million) from $14.3 million (ZAR 268.3 million). In ZAR, the increase was primarily as a result of higher overall borrowings during the year to date fiscal 2025 compared with the comparable period in the prior quarter. Fiscal 2025 income tax benefit was $(9.3) million (ZAR (169.2) million) compared an income tax expense of $1.9 million (ZAR 35.2 million) in fiscal 2024. Our effective tax rate for fiscal 2025 was impacted by deferred tax impact related to the fair value adjustment to our equity securities, the tax expense recorded by our profitable South African operations, a deferred tax benefit related to acquisition-related intangible asset amortization, non-deductible expenses (in transaction-related expenses), a valuation allowance created related to the fair value adjustment to MobiKwik, the on-going losses incurred by certain of our South African businesses and the associated valuation allowances created related to the deferred tax assets recognized regarding net operating losses incurred by these entities. Our effective tax rate for fiscal 2024 was impacted by the tax expense recorded by our profitable South African operations, a deferred tax benefit related to acquisition-related intangible asset amortization, non-deductible expenses, the on-going losses incurred by certain of our South African businesses and the associated valuation allowances created related to the deferred tax assets recognized regarding net operating losses incurred by these entities. 67 Finbond is listed on the Johannesburg Stock Exchange and reports its six-month results during our first half and its annual results during our fourth quarter. We sold our entire remaining interest in Finbond during the year to date fiscal 2024. The table below presents the relative (loss) earnings from our equity-accounted investments: Table 10 Nine months ended March 31, 2025 2024 $ % $ ’000 $ ’000 change Finbond - (1,445) nm Share of net loss - (278) nm Impairment - (1,167) nm Other 89 126 (29%) 89 (1,319) nm Results of operations by operating segment The composition of revenue and the contributions of our business activities to operating loss are illustrated below: Table 11 In United States Dollars Nine months ended March 31, 2025 % of 2024 % of % change Operating Segment $ ’000 total $ ’000 total Consolidated revenue: Merchant 334,442 79% 341,044 82% (2%) Consumer 68,097 16% 50,191 12% 36% Enterprise 30,259 7% 32,710 8% (7%) Subtotal: Operating segments 432,798 102% 423,945 102% 2% Eliminations (4,764) (2%) (5,769) (2%) (17%) Total consolidated revenue 428,034 100% 418,176 100% 2% Group Adjusted EBITDA: Merchant (1)(2) 25,976 76% 21,827 82% 19% Consumer (1)(2) 15,071 44% 8,452 32% 78% Enterprise (1)(2) 464 1% 2,431 9% (81%) Group costs (7,541) (21%) (6,032) (23%) 25% Group Adjusted EBITDA (non-GAAP) (3) 33,970 100% 26,678 100% 27% (1) Segment Adjusted EBITDA for the nine months ended March 31, 2025, includes reorganization and retrenchment costs for Merchant of $0.7 million, Enterprise of $0.3 million, and Consumer of $0.1 million. Segment Adjusted EBITDA for Merchant includes retrenchment costs of $0.2 million and Consumer includes retrenchment costs of $0.2 million for year to date fiscal 2024. (2) Lease expenses which were previously presented on a separate line in fiscal 2024 are now included in Merchant, Consumer and Enterprise Segment Adjusted EBITDA. The prior period has been re-presented to conform with current period presentation. (3) Group Adjusted EBITDA is a non-GAAP measure, refer to reconciliation below at “—Results of Operations—Use of Non- GAAP Measures”. Table 12 In South African Rand Nine months ended March 31, 2025 % of 2024 % of % change Operating Segment ZAR ’000 total ZAR ’000 total Consolidated revenue: Merchant 6,058,673 79% 6,395,041 82% (5%) Consumer 1,234,595 16% 941,566 12% 31% Enterprise 548,390 7% 613,770 8% (11%) Subtotal: Operating segments 7,841,658 102% 7,950,377 102% (1%) Eliminations (86,707) (2%) (108,299) (2%) (20%) Total consolidated revenue 7,754,951 100% 7,842,078 100% (1%) Group Adjusted EBITDA: Merchant (1)(2) 470,476 76% 409,236 82% 15% Consumer (1)(2) 273,313 44% 158,833 32% 72% Enterprise (1)(2) 8,415 1% 45,689 9% (82%) Group costs (135,542) (21%) (113,172) (23%) 20% Group Adjusted EBITDA (non-GAAP) (3) 616,662 100% 500,586 100% 23% 68 (1) Segment Adjusted EBITDA for the nine months ended March 31, 2025, includes reorganization and retrenchment costs for Merchant of ZAR 12.9 million, Enterprise of ZAR 5.6 million, and Consumer of ZAR 1.5 million. Segment Adjusted EBITDA for Merchant includes retrenchment costs of ZAR 4.7 million and Consumer includes retrenchment costs of ZAR 2.9 million for year to date fiscal 2024. (2) Lease expenses which were previously presented on a separate line in fiscal 2024 are now included in Merchant and Consumer Segment Adjusted EBITDA. The prior period has been re-presented to conform with current period presentation. (3) Group Adjusted EBITDA is a non-GAAP measure, refer to reconciliation below at “—Results of Operations—Use of Non- GAAP Measures”. Merchant Segment revenue primarily increased due to the inclusion of Adumo, a higher volume of ADP provided (Pinless Airtime and gaming), which was partially offset by fewer Pinned Airtime sales. In ZAR, the increase in Segment Adjusted EBITDA is primarily due to the inclusion of Adumo, which was partially offset by higher operating expenses incurred, including employment-related expenditures, to expand our offering, an increase in the allowance for credit losses following higher loan originations and reorganization and retrenchment costs incurred during the third quarter of fiscal 2025. From the first quarter of fiscal 2025, we have experienced a shift in the mix between the sale of Pinned Airtime and distribution of Pinless Airtime, and this trend has continued through to the third quarter of fiscal 2025, with the volume of Pinned Airtime sales decreasing, which results in a lower revenue and related cost of sales, and an overall improved margin. Our Segment Adjusted EBITDA margin (calculated as Segment Adjusted EBITDA divided by revenue) for the year to date fiscal 2025 and 2024 was 7.8% and 6.4%, respectively. Consumer Segment revenue increased primarily due to higher transaction fees generated from the higher EPE account holders base, an increase in certain issuing fee base prices and transaction activity in our issuing business, insurance premiums collected, lending revenues following an increase in loan originations and the inclusion of Adumo. This increase in revenue has translated into improved profitability, which was partially offset by a higher allowance for credit losses following an increase in loan originations in December 2024 and the third quarter of fiscal 2025, higher insurance-related claims, interest expense (of approximately ZAR 45.0 million) incurred to fund our lending book, higher computer software license costs, and the year-over-year impact of inflationary increases on certain expenses. As discussed in our commentary for the second quarter of fiscal 2025, we have included an intercompany interest expense in our Consumer Segment Adjusted EBITDA for year to date fiscal 2025 compared with the year to date fiscal 2024. Our Segment Adjusted EBITDA margin for the year to date fiscal 2025 and 2024 was 22.1% and 16.8%, respectively. Enterprise Segment revenue decreased primarily due to fewer ad hoc hardware sales as well as lower revenue generated from the sale of prepaid airtime vouchers, which was partially offset by the inclusion of Recharger. In ZAR, the significant decrease in Segment Adjusted EBITDA is primarily due to the impact of few sales, which was partially offset by the inclusion of Recharger . Our Segment Adjusted EBITDA margin for the year to date fiscal 2025 and 2024 was 1.5% and 7.4%, respectively. Group costs Our group costs for fiscal 2025 increased compared with the prior period due to higher employee costs resulting from an increase in the number of individuals allocated to group costs and base salary adjustments, higher bonus expense, travel, audit, consulting and legal fees. 69 Presentation of Merchant, Consumer and Enterprise by segment for fiscal 2025 to date and fiscal 2024 The tables below present Merchant, Consumer and Enterprise revenue and EBITDA for fiscal 2025 to date and fiscal 2024, including lease charges, as well as the U.S. dollar/ ZAR exchange rates applicable per fiscal quarter and year: Table 13 Fiscal 2025 In United States dollars Quarter 1 Quarter 2 Quarter 3 F2025 $ ’000 $ ’000 $ ’000 $ ’000 Revenue Merchant 115,630 115,811 103,001 334,442 Consumer 21,072 22,929 24,096 68,097 Enterprise 11,882 8,933 9,444 30,259 Subtotal: Operating segments 148,584 147,673 136,541 432,798 Eliminations (3,038) (855) (871) (4,764) Total consolidated revenue 145,546 146,818 135,670 428,034 Group Adjusted EBITDA: Merchant 7,554 10,319 8,103 25,976 Consumer 4,396 4,342 6,333 15,071 Enterprise 362 (31) 133 464 Group costs (2,949) (2,820) (1,772) (7,541) Group Adjusted EBITDA (non-GAAP) 9,363 11,810 12,797 33,970 Income and expense items: $1 = ZAR 17.72 17.85 18.40 18.04 Table 14 Fiscal 2024 In United States dollars Quarter 1 Quarter 2 Quarter 3 Quarter 4 F2024 $ ’000 $ ’000 $ ’000 $ ’000 $ ’000 Revenue Merchant 112,061 117,182 111,801 118,746 459,790 Consumer 15,580 16,707 17,904 19,020 69,211 Enterprise 9,467 11,921 11,322 14,187 46,897 Subtotal: Operating segments 137,108 145,810 141,027 151,953 575,898 Eliminations (1,019) (1,917) (2,833) (5,907) (11,676) Total consolidated revenue 136,089 143,893 138,194 146,046 564,222 Group Adjusted EBITDA: Merchant 6,910 7,497 7,420 7,343 29,170 Consumer 2,120 2,575 3,757 4,227 12,679 Enterprise 815 891 725 500 2,931 Group costs (1,822) (2,011) (2,199) (1,812) (7,844) Group Adjusted EBITDA (non-GAAP) 8,023 8,952 9,703 10,258 36,936 Income and expense items: $1 = ZAR 18.71 18.71 18.88 18.47 18.68 Use of Non-GAAP Measures U.S. securities laws require that when we publish any non-GAAP measures, we disclose the reason for using these non-GAAP measures and provide reconciliations to the most directly comparable GAAP measures. The presentation of Group Adjusted EBITDA is a non-GAAP measure. We provide this non-GAAP measure to enhance our evaluation and understanding of our financial performance and trends. We believe that this measure is helpful to users of our financial information understand key operating performance and trends in our business because it excludes certain non-cash expenses (including depreciation and amortization and stock-based compensation charges) and income and expenses that we consider once-off in nature. 70 Non-GAAP Measures Group Adjusted EBITDA is earnings before interest, tax, depreciation and amortization (“EBITDA”), adjusted for non- operational transactions (including loss on disposal of equity-accounted investments, change in fair value of equity securities), (earnings) loss from equity-accounted investments, stock-based compensation charges and once-off items. We are working on obtaining a separate lending facility to fund a portion of our Consumer lending during the twelve months ended June 30, 2025. We expected to have this facility in place on July 1, 2024, however, we have been unable to finalize terms as the separate lending facility will form part of a broader refinancing of our facilities. Therefore, we have included an intercompany interest expense in our Consumer Segment Adjusted EBITDA for the three and nine months ended March 31, 2025. Once-off items represents non-recurring income and expense items, including costs related to acquisitions and transactions consummated or ultimately not pursued. The table below presents the reconciliation between GAAP net loss attributable to Lesaka to Group Adjusted EBITDA: Table 15 Three months ended March 31, Nine months ended March 31, 2025 2024 2025 2024 $ ’000 $ ’000 $ ’000 $ ’000 Loss attributable to Lesaka - GAAP (22,058) (4,047) (58,734) (12,405) Less net income attributable to non-controlling interest (20) - (48) - Net loss (22,038) (4,047) (58,686) (12,405) (Earnings) loss from equity accounted investments (12) (43) (89) 1,319 Net loss before (earnings) loss from equity-accounted investments (22,050) (4,090) (58,775) (11,086) Income tax (benefit) expense (2,934) 931 (9,268) 1,881 Loss before income tax expense (24,984) (3,159) (68,043) (9,205) Interest expense 5,777 4,581 16,983 14,312 Interest income (645) (628) (1,952) (1,562) Reversal of allowance for doubtful EMI loan receivable - - - (250) Net loss on disposal of equity-accounted investment - - 161 - Change in fair value of equity securities 20,421 - 54,152 - Operating income 569 794 1,301 3,295 PPA amortization (amortization of acquired intangible assets) 4,974 3,562 13,588 10,762 Depreciation and amortization 3,455 2,229 9,340 6,698 Stock-based compensation charges 2,497 2,090 7,518 5,653 Interest adjustment (890) - (2,478) - Once-off items (1) 2,306 907 4,599 169 Unrealized loss (gain) FV for currency adjustments (114) 121 102 101 Group Adjusted EBITDA - Non-GAAP 12,797 9,703 33,970 26,678 (1) The table below presents the components of once-off items for the periods presented: Table 16 Three months ended March 31, Nine months ended March 31, 2025 2024 2025 2024 $ ’000 $ ’000 $ ’000 $ ’000 Transaction costs 1,084 276 1,621 456 Transaction costs related to Adumo and Recharger acquisitions and certain compensation costs 1,222 631 3,174 665 Indirect taxes provision release - - (196) - Income recognized related to closure of legacy businesses - - - (952) Total once-off items 2,306 907 4,599 169 Once-off items are non-recurring in nature, however, certain items may be reported in multiple quarters. For instance, transaction costs include costs incurred related to acquisitions and transactions consummated or ultimately not pursued. The transactions can span multiple quarters, for instance in fiscal 2025 we incurred significant transaction costs related to the acquisition of Adumo and Recharger over a number of quarters, and the transactions are generally non-recurring. Indirect tax provision release relates to the reversal of a non-recurring indirect tax provision created in fiscal 2023 which was resolved in fiscal 2025 following settlement of the matter with the tax authority. Income recognized related to closure of legacy businesses represents (i) gains recognized related to the release of the foreign currency translation reserve on deconsolidation of a subsidiaries and (ii) costs incurred related to subsidiaries which we are in the process of deregistering/ liquidation and therefore we consider these costs non-operational and ad hoc in nature. 71 Liquidity and Capital Resources As of March 31, 2025, our cash and cash equivalents were $71.0 million and comprised of U.S. dollar-denominated balances of $3.2 million, ZAR-denominated balances of ZAR 1.2 billion ($65.9 million), and other currency deposits, primarily Botswana pula, of $1.9 million, all amounts translated at exchange rates applicable as of March 31, 2025. The increase in our unrestricted cash balances from June 30, 2024, was primarily due to the positive contribution from our Merchant and Consumer operations and utilizing of our borrowing facilities, which was partially offset by the utilization of cash reserves to fund certain scheduled and other repayments of our borrowings, settle the cash portion of the purchase consideration related to our various acquisitions, purchase ATMs and vaults, pay annual bonuses, pay for expenses included in our group costs, and to make an investment in working capital. We generally invest any surplus cash held by our South African operations in overnight call accounts that we maintain at South African banking institutions, and any surplus cash held by our non-South African companies in U.S. dollar-denominated money market accounts. Historically, we have financed most of our operations, research and development, working capital, and capital expenditures, as well as acquisitions and strategic investments, through internally generated cash and our financing facilities. When considering whether to borrow under our financing facilities, we consider the cost of capital, cost of financing, opportunity cost of utilizing surplus cash and availability of tax efficient structures to moderate financing costs. Refer to Note 12 to our consolidated financial statements for the year ended June 30, 2024, as well as Note 9 to these condensed consolidated financial statements for additional information related to our borrowings. Available short-term borrowings Summarized below are our short-term facilities available and utilized as of March 31, 2025: Table 17 RMB GBF RMB Other Nedbank $ ’000 ZAR ’000 $ ’000 ZAR ’000 $ ’000 ZAR ’000 Total short-term facilities available, comprising: Total overdraft 38,195 700,901 - - - - Indirect and derivative facilities (1) - - 5,487 100,700 8,531 156,556 Total short-term facilities available 38,195 700,901 5,487 100,700 8,531 156,556 Utilized short-term facilities: Overdraft 23,550 432,156 - - - - Indirect and derivative facilities (1) - - 1,804 33,097 115 2,107 Total short-term facilities utilized 23,550 432,156 1,804 33,097 115 2,107 Interest rate, based on South African prime rate 10.50% N/A N/A (1) Other facilities include indirect and derivative facilities may only be used for guarantees, letters of credit and forward exchange contracts to support guarantees issued by RMB and Nedbank to various third parties on our behalf. In terms of a commitment provided to the lender under the CTA entered into on February 27, 2025, we have undertaken not to utilize more than ZAR 5.0 million ($0.3 million) of the Nedbank Facility. Long-term borrowings We have aggregate long-term borrowing outstanding of ZAR 3.6 billion ($194.7 million translated at exchange rates as of March 31, 2025) as described in Note 9. These borrowings include outstanding long-term borrowings obtained by Lesaka SA of ZAR 3.1 billion, which was used to refinance our previous long-term borrowings. We have utilized all of these long-term borrowings . We also have a revolving credit facility, of ZAR 300.0 million which is utilized to fund a portion of our merchant finance loans receivable book and an asset backed facility of ZAR 227.0 million which is utilized to partially fund the acquisition of POS devices and vaults. Restricted cash We have also entered into cession and pledge agreements with Nedbank related to our Nedbank indirect credit facilities and we have ceded and pledged certain bank accounts to Nedbank. The funds included in these bank accounts are restricted as they may not be withdrawn without the express permission of Nedbank. Our cash, cash equivalents and restricted cash presented in our consolidated statement of cash flows as of March 31, 2025, includes restricted cash of $0.1 million that has been ceded and pledged. 72 Arrangement with African Bank to fund our ATMs In September 2024, we entered into an arrangement with African Bank Limited (“African Bank”) and certain cash-in-transit service providers to fund our ATMs. Under this arrangement, African Bank will use its cash resources to fund our ATMs and it is specifically recorded that the cash in our ATMs are African Bank’s property. Therefore, as we have not utilized a facility to obtain the cash, and do not own or control the cash for an extended period of time, we do not record cash or cash equivalents and borrowings in our consolidated statement of financial position. Cash withdrawn from our ATMs by our EPE customers and other consumers are settled through the interbank settlement system from the ATM users bank account to African Bank’s bank accounts. We pay African Bank a monthly fee for the service provided which is calculated based on the cumulative daily outstanding balance of cash utilized multiplied by the South African prime interest rate less 1%. We are exposed to the risk of cash lost while it is in our ATMs (i.e. from theft) and are required to repay African Bank for any shortages. Cash flows from operating activities Third quarter Net cash provided by operating activities during the third quarter of fiscal 2025 was $10.7 million (ZAR 196.2 million) compared to net cash utilized of $19.2 million (ZAR 362.1 million) during the third quarter of fiscal 2024. Excluding the impact of income taxes, our cash provided by operating activities during the third quarter of fiscal 2025 was positively impacted by movements within our Merchant and Enterprise businesses related to quarter-end transaction processing activities, lower inventory holdings as of March 31, 2025, and the contribution from our Merchant and Consumer businesses, which was partially offset by the impact of cash utilized for the significant net growth in our Consumer and Merchant finance loans receivable books. During the third quarter of fiscal 2025, we paid first provisional South African tax payments of $0.6 million (ZAR 10.9 million) related primarily to certain of Adumo’s subsidiaries 2025 tax year. We also paid taxes totaling $0.1 million in other tax jurisdictions, primarily in Namibia and Botswana during the third quarter of fiscal 2025. During the third quarter of fiscal 2024, we paid taxes totaling $0.1 million in other tax jurisdictions, primarily in Botswana. Taxes paid (refunded) during the third quarter of fiscal 2025 and 2024 were as follows: Table 18 Three months ended March 31, 2025 2024 2025 2024 $ $ ZAR ZAR ‘000 ‘000 ‘000 ‘000 First provisional payments 594 1 10,885 18 Second provisional payments - 36 - 691 Tax refund received (151) (7) (2,016) (128) Total South African taxes paid 443 30 8,869 581 Foreign taxes paid 62 58 1,148 1,072 Total tax paid 505 88 10,017 1,653 Year to date Net cash used in operating activities during the year to date of fiscal 2025 was $2.6 million (ZAR 47.6 million) compared to net cash provided by operating activities of $23.1 million (ZAR 434.0 million) during the year to date of fiscal 2024. Excluding the impact of income taxes, our cash used in operating activities during the year to date of fiscal 2025 includes cash utilized for the settlement of working capital movements within our Merchant and Enterprise businesses related to quarter-end transaction processing activities and which were settled in the following week (our fourth quarter of fiscal 2024 closed on a Sunday), and the net growth in our the significant net growth in our Consumer and Merchant finance loans receivable books, which was partially offset by was positively impacted by the contribution from Merchant and Consumer businesses. During the year to date of fiscal 2025, we paid first provisional South African tax payments of $3.7 million (ZAR 67.1 million) related to our 2025. We also paid taxes totaling $0.2 million in other tax jurisdictions, primarily in Namibia and Botswana during the year to date of fiscal 2025. During the year to date of fiscal 2024, we paid first provisional South African tax payments of $2.7 million (ZAR 49.5 million) related to our 2024 tax year and South African tax payments related to prior years of $0.6 million (ZAR 12.2 million). We also paid taxes totaling $0.2 million in other tax jurisdictions, primarily in Botswana. 73 Taxes (refunded) paid during the year to date of fiscal 2025 and 2024 were as follows: Table 19 Nine months ended March 31, 2025 2024 2025 2024 $ $ ZAR ZAR ‘000 ‘000 ‘000 ‘000 First provisional payments 3,682 2,663 67,149 49,534 Second provisional payments - 36 - 691 Taxation paid related to prior years 93 641 1,660 12,187 Tax refund received (264) (38) (4,069) (768) Total South African taxes paid 3,511 3,302 64,740 61,644 Foreign taxes paid 202 196 3,693 3,677 Total tax paid 3,713 3,498 68,433 65,321 Cash flows from investing activities Third quarter Cash used in investing activities for the third quarter of fiscal 2025 included capital expenditures of $2.8 million (ZAR 51.8 million), primarily due to the acquisition of vaults and POS devices. We also incurred expenditures of $1.7 million (ZAR 30.8 million), primarily related to the capitalization of development costs, during the third quarter of fiscal 2025. During the third quarter of fiscal 2025, we paid $6.7 million related to acquisition of certain businesses, including Recharger. Cash used in investing activities for the third quarter of fiscal 2024 included capital expenditures of $2.9 million (ZAR 55.6 million), primarily due to the acquisition of vaults and POS devices . Year to date Cash used in investing activities for the year to date of fiscal 2025 included capital expenditures of $13.1 million (ZAR 236.3 million), primarily due to the acquisition of vaults and POS devices. We also incurred expenditures of $2.3 million (ZAR 41.0 million), primarily related to the capitalization of development costs, during the third quarter of fiscal 2025. During the year to date of fiscal 2025, we paid $10.6 million related to acquisition of certain businesses, including Adumo and Recharger. Cash used in investing activities for the year to date of fiscal 2024 included capital expenditures of $8.0 million (ZAR 149.1 million), primarily due to the acquisition of vaults. During the year to date of fiscal 2024, we received proceeds of $3.5 million related to the sale of remaining interest in Finbond and $0.25 million related to the second (and final) tranche from the disposal of our entire equity interest in Carbon. Cash flows from financing activities Third quarter During the third quarter of fiscal 2025, we utilized $21.4 million from our South African overdraft facilities to partially fund the acquisition of Recharger and for the February 2025 refinance of certain of our facilities, and repaid $50.5 million towards our refinanced facilities. We utilized $175.8 million of our long-term borrowings for the February 2025 refinance of certain of our facilities. We repaid $134.5 million of long-term borrowings towards our refinanced facilities and in accordance with our repayment schedule and paid $7.2 million to settle Adumo’s borrowings. We also paid fees of $0.5 million related the February 2025 refinance and paid dividends to the non-controlling interest of $0.1 million. During the third quarter of fiscal 2024 , we utilized $24.9 million from our South African overdraft facilities to fund our ATMs and our cash management business through Connect, and repaid $43.4 million of those facilities. We utilized $3.4 million of our long- term borrowings to fund the acquisition of certain capital expenditures and for working capital requirements. We repaid $7.2 million of long-term borrowings in accordance with our repayment schedule as well as to settle a portion of our revolving credit facility utilized. 74 Year to date During the year to date of fiscal 2025, we utilized $94.2 million from our South African overdraft facilities to fund our ATMs and our cash management business through Connect as well as to partially fund the acquisition of Recharger and for the February 2025 refinance of certain of our facilities. We repaid $84.9 million of those facilities, including towards our refinanced facilities. We utilized $189.5 million of our borrowings to settle a portion of the Adumo purchase consideration, pay certain transaction expenses, repay Adumo’s borrowings, repurchase shares of our common stock, fund the acquisition of certain capital expenditures, for working capital requirements and for the February 2025 refinance of certain of our facilities. We repaid $130.0 million of long-term borrowings towards our refinanced facilities and in accordance with our repayment schedule, paid $7.2 million to settle Adumo’s borrowings, and settled a portion of our revolving credit facility utilized. We also paid an origination fee of $1.0 million to secure additional borrowings as well as paid dividends to the non-controlling interest of $0.4 million. During the year to date of fiscal 2024, we utilized $153.5 million from our South African overdraft facilities to fund our ATMs and our cash management business through Connect, and repaid $172.2 million of those facilities. We utilized $14.4 million of our long-term borrowings to fund the acquisition of certain capital expenditures and for working capital requirements. We repaid $13.1 million of long-term borrowings in accordance with our repayment schedule as well as to settle a portion of our revolving credit facility utilized. We also paid $0.2 million to repurchase shares from employees in order for the employees to settle taxes due related to the vesting of shares of restricted stock. Off-Balance Sheet Arrangements We have no off -balance sheet arrangements. Capital Expenditures We expect capital spending for the fourth quarter of fiscal 2025 to primarily include spending for acquisition of POS devices, vaults, computer software, computer and office equipment, as well as for our ATM infrastructure and branch network in South Africa. Our capital expenditures for the third quarter of fiscal 2025 and 2025 are discussed under “—Liquidity and Capital Resources—Cash flows from investing activities.” Our capital expenditures for the past three fiscal years were funded through internally generated funds, or our asset-backed borrowing arrangements. We had outstanding capital commitments as of March 31, 2025, of $0.1 million. We expect to fund these expenditures through internally generated funds and available facilities. 75 ## Item 3. Quantitative and Qualitative Disclosures About Market Risk In addition to the tables below, see Note 5 to the unaudited condensed consolidated financial statements for a discussion of market risk. We have short and long-term borrowings in South Africa which attract interest at rates that fluctuate based on changes in the South African prime and 3-month JIBAR interest rates. The following table illustrates the effect on our annual expected interest charge, translated at exchange rates applicable as of March 31, 2025, as a result of changes in the South African prime and 3-month JIBAR interest rates, using our outstanding short and long-term borrowings as of March 31, 2025. The effect of a hypothetical 1% (i.e. 100 basis points) increase and a 1% decrease in the interest rates applicable to the borrowings as of March 31, 2025, are shown. The selected 1% hypothetical change does not reflect what could be considered the best- or worst-case scenarios. Table 20 As of March 31, 2025 Annual expected interest charge ($ ’000) Hypothetical change in interest rates Estimated annual expected interest charge after hypothetical change in interest rates ($ ’000) Interest on South African borrowings 23,853 1% 26,048 (1%) 21,658 The following table summarizes our exchange-traded equity security with equity and liquidity price risk as of March 31, 2025. The effects of a hypothetical 10% increase and a 10% decrease in market prices as of March 31, 2025, is also shown. The selected 10% hypothetical change does not reflect what could be considered the best or worst case scenarios. Indeed, results could be far worse due both to the nature of equity markets and the liquidity risk associated with the equity security. Table 21 As of March 31, 2025 Fair value ($ ’000) Hypothetical price change Estimated fair value after hypothetical change in price ($ ’000) Percentage Increase (Decrease) in Shareholders’ Equity Exchange-traded equity securities 22,113 10% 24,324 1% 10% 19,902 (1%) 76 ## Item 4. Controls and Procedures Under the supervision and with the participation of our management, including our executive chairman and our group chief financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of March 31, 2025. We previously identified and disclosed in Part II, Item 9A of our Annual Report on Form 10-K for the year ended June 30, 2024, material weaknesses in our internal control over financial reporting related to: (1) information technology general controls (“ITGCs”), specifically insufficient risk assessment, design and implementation, monitoring activities and training of individuals to operate controls in the areas of user access and program-change management for certain information technology systems that support our financial reporting processes and (2) insufficient design and implementation of controls and associated policies and procedures in our annual goodwill impairment assessment. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim consolidated financial statements will not be prevented or detected on a timely basis. As a result of insufficient time to design, implement and fully test controls to ensure we have remediated the material weaknesses discussed in our Annual Report on Form 10-K for our fiscal year ended June 30, 2024 (as described above), the executive chairman and the group chief financial officer concluded that our disclosure controls and procedures were not effective as of March 31, 2025. Notwithstanding the previously identified material weaknesses, management believes the condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial condition, results of operations and cash flows as of and for the periods presented in accordance with GAAP. Remediation Plan Management has made good progress and continues to actively work on remediating the identified material weakness and remains committed to remediating the material weakness in a timely manner. Our remediation process is ongoing and includes, but is not limited to, the following steps: - the review of ITGCs and implementation of changes to certain controls to address the issues related to the material weaknesses identified above; and - the review and implementation of changes to the design of the controls related to the goodwill impairment assessment. The remediation plan may be adjusted as is appropriate, as we continue to evaluate and enhance our internal control over financial reporting. Other than the design and implementation of the remediation plan, there have not been any changes in our internal control over financial reporting during the fiscal quarter ended March 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 77 Part II. Other Information ## Item 1A. Risk Factors See “Item 1A RISK FACTORS” in Part I of our Annual Report on Form 10-K for the fiscal year ended June 30, 2024, for a discussion of risk factors relating to (i) our business, (ii) operating in South Africa and other foreign markets, (iii) government regulation, and (iv) our common stock. Except as set forth below, there have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended June 30, 2024. We may not be able to successfully integrate Adumo and Recharger’s operations with our business. On October 1, 2024, we announced the closing of our ZAR 1.67 billion ($96.2 million) investment to acquire a 100% interest in Adumo and on March 5, 2024, we announced the closing of our ZAR 503.4 million ($27.0 million) investment to acquire a 100% interest in Recharger. Integrating these businesses into our company may require significant attention from our senior management which may divert their attention from our day-to-day business. The difficulties of integration may be increased by cultural differences between our two organizations and the necessity of retaining and integrating personnel, including Adumo and Recharger’s key employees and management team. The services of some of these individuals will be important to the continued growth and success of Adumo and Recharger’s business and to our ability to integrate those businesses with ours. If we were to lose the services of these key employees or fail to sufficiently integrate them, our ability to operate these businesses successfully would likely be materially and adversely impacted. As such, if we are unable to successfully integrate Adumo and Recharger’s operations into our business we could be required to record material impairments, and as a result, our financial condition, results of operations, cash flows and stock price could suffer. We depend upon third-party suppliers, making us vulnerable to supply shortages and price fluctuations, which could harm our business. We obtain our smart cards, ATMs, electronic payment and POS devices, components for our safe assets, components to repair the ISV (independent software vendor) division’s POS hardware, and the other hardware we use in our business from a limited number of suppliers, and do not manufacture this equipment ourselves. We generally do not have long-term agreements with our manufacturers or component suppliers. If our suppliers become unwilling or unable to provide us with adequate supplies of parts or products when we need them, or if they increase their prices, we may not be able to find alternative sources in a timely manner and could be faced with a critical shortage. This could harm our ability to meet customer demand and cause our revenues to decline. Even if we are able to secure alternative sources in a timely manner, our costs could increase as a result of supply or geopolitical shocks, which may lead to an increase in the prices of goods and services from third parties. A supply interruption, such as the recent global shortage of semiconductors, or an increase in demand beyond current suppliers’ capabilities could harm our ability to distribute our equipment and thus to acquire new customers who use our technology. Any interruption in the supply of the hardware necessary to operate our technology, or our inability to obtain substitute equipment at acceptable prices in a timely manner, could impair our ability to meet the demand of our customers, which would have an adverse effect on our business. We do not have a South African banking license and, therefore, we provide our EPE solution through an arrangement with a third-party bank, which limits our control over this business and the economic benefit we derive from it. If this arrangement were to terminate, we would not be able to operate our EPE business without alternate means of access to a banking license. We are also required to comply with the requirements of payment schemes, including VISA and Mastercard. Furthermore, we provide certain of our services under partnerships with South African banks. We will be unable to provide our payments and card-acquiring businesses if we fail to comply with payment scheme rules, and/or fails to maintain certain regulatory licenses and registrations, and/ or if we were unable to continue to partner with South African banks to provide our payments and card acquiring services. The South African retail banking market is highly regulated. Under current law and regulations, our EasyPay Everywhere (“EPE”) business activities require us to be registered as a bank in South Africa or to have access to an existing banking license. We are not currently so registered, but we have an agreement with Grindrod Bank, a subsidiary of African Bank Limited, that enables us to implement our EPE program in compliance with the relevant laws and regulations. If this agreement were to be terminated, we would not be able to operate these services unless we were able to obtain access to a banking license through alternate means. Furthermore, we have to comply with the South African Financial Intelligence Centre Act, 2001 and money laundering and terrorist financing control regulations, when we open new bank accounts for our customers and when they transact. Failure to effectively implement and monitor responses to the legislation and regulations may result in significant fines or prosecution of Grindrod Bank and ourselves. We are required to comply with the requirements of payment schemes, including VISA and Mastercard. We have deployed a significant number of devices, and any mandatory compliance upgrades to our deployed POS devices would require significant capital expenditures and/or be disruptive to our customer base. Failure to comply with the payment schemes’ rules may result in significant fines and/or a loss of license to participate in the scheme(s). 78 We provide card acquiring services to our customers by partnering with Nedbank Limited and ABSA Bank Limited, and payment processing services in partnership with the largest banks in South Africa. If these agreements were to be terminated, Adumo would not be able to operate its payment services unless it were able to obtain alternative card acquiring or payment processing agreements with other partners or obtain a direct designation license with the scheme's and regulatory bodies. In addition, if we were to lose our PASA registrations or fail to have them renewed, it would be unable to operate its payment services. Compliance with the requirements under these various regulatory regimes may cause us to incur significant additional costs and failure to comply with such requirements could result in the shutdown of the non-complying facility, the imposition of liens, fines and/or civil or criminal liability. In addition, the South African Financial Advisory and Intermediary Services Act, 2002, requires persons who act as intermediaries between financial product suppliers and consumers in South Africa to register as financial service providers. EasyPay Insurance was granted a Financial Service Provider, or FSP, license on June 9, 2015, and EasyPay Financial Services (Pty) Ltd was granted a FSP license on July 11, 2017. If our FSP licenses are withdrawn or suspended, we may be stopped from continuing our financial services businesses in South Africa unless we are able to enter into a representative arrangement with a third party FSP. Furthermore, the proposed Conduct of Financial Institutions Bill will make significant changes to the current licensing regime however, the current proposal is that existing licences will be converted. The second draft of the Conduct of Financial Institutions Bill was published for public comment on September 29, 2020. Proposed regulatory changes to the national payments system are expected to have a substantial impact on the South African payments industry. It may change the manner in which we conduct business and likely lead to increased operating costs for our business as we work to ensure compliance with the new legislative and regulatory framework, which may have a material adverse effect on our business. On March 3, 2025, the South African Reserve Bank (“SARB”) published certain draft regulatory documents for commentary that are expected to have a substantial impact on how we conduct our business namely: (i) a draft directive entitled “Directive in respect of specific payment activities within the national payment system” (the “Directive”); (ii) a draft exemption notice entitled “Designation by the Prudential Authority of specific activities conducted in the national payment system which shall be deemed not to constitute ‘the business of a bank’ under paragraph (cc) in section 1(1) of the Banks Act, 1990” (the “Exemption Notice”); and (iii) the National Payment System Bill (“NPS Bill”), which seeks to replace the existing National Payment System Act, 1998. The proposed regulations were made available for comment, and we submitted detailed comments to our industry body, Association of South African Payment Providers, on the proposed regulations. The key objectives of the proposed regulations are to clarify the mandate and objectives of the SARB with respect to the national payment system (“NPS”); and establish a robust regulatory, oversight, and supervisory framework for the NPS. The proposed regulations also aim to promote financial inclusion, competition, the prevention of financial crime, and the fair treatment and protection of customers, while introducing an activity-based licensing and authorization regime. In this regard, the Directive defines thirteen “payment activities” and provides that a person, which can be a bank or a non-bank, providing a “payment activity" must obtain authorisation from the SARB to undertake such activity. Under the Exemption Notice, certain payment activities are exempted from the definition of ‘the business of a bank’. Prior to the Exemption Notice, these activities could only be undertaken by a bank. Pursuant to the Exemption Notice, these activities can be undertaken by non-banks, subject to certain conditions. Certain of our businesses, including EasyPay Everywhere, Adumo and Kazang Pay, currently undertake activities which would qualify as “payment activities” under the Directive and the NPS Bill. Under the current regulatory framework, these activities are undertaken in partnership with a sponsoring bank and the sponsoring bank is subject to regulation by the SARB. In other words, the business undertaking the “payment activity” is not subject to direct regulation with respect to such payment activities. It is uncertain if and when the proposed regulations will enter into effect and whether a non-bank such as the relevant Lesaka subsidiary may elect whether to conduct an exempted payment activity by partnering with a bank to do so, or on its own, if it is authorised by the SARB - i.e. whether both options will be available to a non-bank. Should our businesses be subject to direct regulation under this new regime (i.e., if our current sponsorship model is no longer available), we expect that we will incur significant operating costs to comply with the new requirements, and to obtain authorization with respect thereto. Furthermore, while some requirements may already exist under other current regulatory frameworks for certain of our businesses, we will likely need to invest in additional resources, systems and processes to satisfy the regulatory requirements contemplated in the proposed regulations, which may also lead to increased operational costs, which may have a material adverse effect on our business. 79 ## Item 2. Unregistered Sales of Equity Securities and Use of Proceeds On February 5, 2020, our board of directors approved the replenishment of our existing share repurchase authorization to repurchase up to an aggregate of $100 million of common stock. The authorization has no expiration date. The table below presents information relating to purchases of shares of our common stock during the third quarter of fiscal 2025: Table 22 (a) (b) (c) (d) Period Total number of shares purchased Average price paid per share (US dollars) Total number of shares purchased as part of publicly announced plans or programs Maximum dollar value of shares that may yet be purchased under the plans or programs Jan 1, 2025 - Jan 31, 2025 - - - 100,000,000 Feb 1, 2025 - Feb 28, 2025 (1) 5,662 4.86 - 100,000,000 Mar 1, 2025 - Mar 31, 2025 - - - 100,000,000 Total 5,662 - (1) Relates to the delivery of 5,662 shares of our common stock in February 2025 to us by certain of our employees to settle their income tax liabilities. These shares do not reduce the repurchase authority under the share repurchase program. Other than as reported in a Current Report on Form 8-K, we did not sell any securities that were not registered under the Securities Act during the third quarter of fiscal 2025. ## Item 5. Other Information Our Section 16 officers and directors, as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934 (the “Exchange Act”), may from time to time enter into plans for the purchase or sale of our common stock that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act. During the quarter ended March 31, 2025, no officers or directors, as defined in Rule 16a-1(f), adopted , modified, or terminated a “Rule 10b5-1 trading arrangement” or a “ non-Rule 10b5-1 trading arrangement,” as defined in Item 408 of Regulation S-K. 80 ## Item 6. Exhibits The following exhibits are filed as part of this Form 10-Q: Incorporated by Reference Herein Exhibit No. Description of Exhibit Included Herewith Form Exhibit Filing Date [10.46](ex1046.htm) [Common Terms Agreement Senior Term Loan, Revolving](ex1046.htm) [Loan and Working Capital Facilities and Lesaka](ex1046.htm) [Technologies Proprietary Limited (as Term/RCF Borrower)](ex1046.htm) [and FirstRand Bank Limited (acting through its Rand](ex1046.htm) [Merchant Bank division) (as Facility Agent) and Bowwood](ex1046.htm) [and Main No 408 (RF) Proprietary Limited (as Debt](ex1046.htm) [Guarantor) dated February 27, 2025](ex1046.htm) X [10.47](ex1047.htm) [Senior Term Facility A Agreement between Lesaka](ex1047.htm) [Applied Technologies Proprietary Limited (as Term/RCF](ex1047.htm) [Borrower) and The Persons Listed in Annexure A (as](ex1047.htm) [Original Senior Term Facility A Lenders) and FirstRand](ex1047.htm) [Bank Limited (acting through its Rand Merchant Bank](ex1047.htm) [Division) (as Facility Agent) dated February 27, 2025](ex1047.htm) X [10.48](ex1048.htm) [Senior Term Facility B Agreement between Lesaka Applied](ex1048.htm) [Technologies Proprietary Limited (as Term/RCF Borrower)](ex1048.htm) [and The Persons Listed in Annexure A (as Original Senior](ex1048.htm) [Term Facility B Lenders) and FirstRand Bank Limited](ex1048.htm) [(acting through its Rand Merchant Bank Division) (as](ex1048.htm) [Facility Agent) dated February 27, 2025](ex1048.htm) X [10.49](ex1049.htm) [Senior RCF Agreement between Lesaka Applied](ex1049.htm) [Technologies Proprietary Limited (as Term/RCF Borrower)](ex1049.htm) [and The Persons Listed in Annexure A (as Original Senior](ex1049.htm) [RCF Lenders) and FirstRand Bank Limited (acting through](ex1049.htm) [its Rand Merchant Bank Division) (as Facility Agent) dated](ex1049.htm) [February 27, 2025](ex1049.htm) X [10.50](ex1050.htm) [Pledge and Cession in Security Agreement between Lesaka](ex1050.htm) [Technologies, Inc. (as Cedent) and Lesaka Technologies](ex1050.htm) [Proprietary Limited (as Obligors' agent and Term/RCF](ex1050.htm) [Borrower) and Bowwood and Main No 408 (RF)](ex1050.htm) [Proprietary Limited (as Debt Guarantor) and FirstRand](ex1050.htm) [Bank Limited (acting through its Rand Merchant Bank](ex1050.htm) [Division) (as Facility Agent) dated February 27, 2025](ex1050.htm) X [10.51](ex1051.htm) [Subordination Agreement between Lesaka Applied](ex1051.htm) [Technologies Proprietary Limited (as Term/RCF Borrower)](ex1051.htm) [and The Persons Listed in Annexure A (as Original](ex1051.htm) [Subordinated Parties) and The Persons Listed in Annexure](ex1051.htm) [B (as Original Obligors) and The Persons Listed in](ex1051.htm) [Annexure C (As Original Lenders) and FirstRand Bank](ex1051.htm) [Limited (acting through its Rand Merchant Bank Division)](ex1051.htm) [(as Facility Agent) and Bowwood and Main No 408 (RF)](ex1051.htm) [Proprietary Limited (as Debt Guarantor) dated February 28,](ex1051.htm) [2025](ex1051.htm) X [10.52](ex1052.htm) [General Banking Facility Agreement dated February 27,](ex1052.htm) [2025 between Lesaka Technologies (Proprietary) Limited](ex1052.htm) [and FirstRand Bank Limited (acting through its Rand](ex1052.htm) [Merchant Bank division)](ex1052.htm) X [10.53*](ex1053.htm) [Contract of Employment, dated as of October 1, 2024,](ex1053.htm) [between Lesaka Technologies (Pty) Ltd and Daniel Luke](ex1053.htm) [Smith](ex1053.htm) X [10.54*](ex1054.htm) [Restrictive Covenants Agreement, dated as of October 1,](ex1054.htm) [2024, between Lesaka Technologies (Pty) Ltd and Daniel](ex1054.htm) [Luke Smith](ex1054.htm) X [10.55*](ex1055.htm) [Employment Agreement, dated as of October 1, 2024,](ex1055.htm) [between Lesaka Technologies, Inc. and Daniel Luke Smith](ex1055.htm) X [10.56*](ex1056.htm) [Restrictive Covenants Agreement, dated as of October 1,](ex1056.htm) [2024, between Lesaka Technologies, Inc. and Daniel Luke](ex1056.htm) [Smith](ex1056.htm) X 81 [31.1](ex311.htm) [Certification of Principal Executive Officer pursuant to](ex311.htm) [Rule 13a-14(a) under the Exchange Act](ex311.htm) X [31.2](ex312.htm) [Certification of Principal Financial Officer pursuant to Rule](ex312.htm) [13a-14(a) under the Exchange Act](ex312.htm) X [32](ex32.htm) [Certification pursuant to 18 USC Section 1350](ex32.htm) X 101.INS XBRL Instance Document X 101.SCH XBRL Taxonomy Extension Schema X 101.CAL XBRL Taxonomy Extension Calculation Linkbase X 101.DEF XBRL Taxonomy Extension Definition Linkbase X 101.LAB XBRL Taxonomy Extension Label Linkbase X 101.PRE XBRL Taxonomy Extension Presentation Linkbase X 104 Cover page formatted as Inline XBRL and contained in Exhibit 101 * Indicates a management contract or compensatory plan or arrangement. 82 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on May 7, 2025. LESAKA TECHNOLOGIES, INC. By: /s/ Ali Mazanderani Ali Mazanderani Executive Chairman By: /s/ Dan Smith Dan Smith Group Chief Financial Officer, Treasurer and Secretary --- ## EX-10.46 SEC source: [ex1046.htm](https://www.sec.gov/Archives/edgar/data/1041514/000156276225000106/ex1046.htm) 1 COMMON TERMS AGREEMENT SENIOR TERM LOAN, REVOLVING LOAN AND WORKING CAPITAL FACILITIES and LESAKA TECHNOLOGIES PROPRIETARY LIMITED (as Term/RCF Borrower ) and FIRSTRAND BANK LIMITED (acting through its Rand Merchant Bank division) (as Facility Agent ) and BOWWOOD AND MAIN NO 408 (RF) PROPRIETARY LIMITED (as Debt Guarantor ) Exhibit 10.46 i TABLE OF CONTENTS [1](#a582) [PARTIES](#a582) [................................ ................................ ................................ ...................... 1](#a582) [2](#a693) [INTERPRETATION](#a693) [................................ ................................ ................................ ..... 1](#a693) [3](#a5771) [THE SENIOR FACILITIES](#a5771) [................................ ................................ ........................ 49](#a5771) [4](#a5917) [PURPOSE](#a5917) [................................ ................................ ................................ ................... 50](#a5917) [5](#a5992) [CONDITIONS OF UTILISATION](#a5992) [................................ ................................ .............. 51](#a5992) [6](#a6086) [UTILISATION](#a6086) [................................ ................................ ................................ ............ 52](#a6086) [7](#a6110) [REPAYMENT](#a6110) [................................ ................................ ................................ ............. 53](#a6110) [8](#a6120) [PREPAYMENT AND CANCELLATION](#a6120) [................................ ................................ .... 53](#a6120) [9](#a6959) [PREPAYMENT OFFERS AND PRIORITIES](#a6959) [................................ ............................. 61](#a6959) [10](#a7376) [INTEREST AND INTEREST PERIODS](#a7376) [................................ ................................ ...... 66](#a7376) [11](#a7397) [CHANGES TO THE CALCULATION OF INTEREST](#a7397) [................................ ................ 66](#a7397) [12](#a7568) [BREAK COSTS AND BREAK GAINS](#a7568) [................................ ................................ ........ 68](#a7568) [13](#a7604) [FEES](#a7604) [................................ ................................ ................................ .......................... 69](#a7604) [14](#a7688) [TAX GROSS-UP AND INDEMNITIES](#a7688) [................................ ................................ ........ 70](#a7688) [15](#a8005) [CHANGES IN COSTS](#a8005) [................................ ................................ ................................ . 74](#a8005) [16](#a8261) [OTHER INDEMNITIES](#a8261) [................................ ................................ .............................. 76](#a8261) [17](#a8462) [MITIGATION BY THE LENDERS](#a8462) [................................ ................................ ............. 79](#a8462) [18](#a8529) [COSTS AND EXPENSES](#a8529) [................................ ................................ ............................ 79](#a8529) [19](#a8604) [GUARANTEE AND INDEMNITY](#a8604) [................................ ................................ .............. 80](#a8604) [20](#a8916) [REPRESENTATIONS](#a8916) [................................ ................................ ................................ . 84](#a8916) [21](#a10045) [INFORMATION UNDERTAKINGS](#a10045) [................................ ................................ ........... 97](#a10045) [22](#a10993) [FINANCIAL COVENANTS](#a10993) [................................ ................................ ...................... 107](#a10993) [23](#a11438) [GENERAL UNDERTAKINGS](#a11438) [................................ ................................ ..................](#a11438) [111](#a11438) [24](#a14929) [EVENTS OF DEFAULT](#a14929) [................................ ................................ ............................ 144](#a14929) [25](#a15526) [CHANGES TO THE LENDERS](#a15526) [................................ ................................ ................ 151](#a15526) [26](#a15883) [CHANGES TO THE OBLIGORS](#a15883) [................................ ................................ .............. 155](#a15883) ii [27](#a16125) [FACILITY AGENT](#a16125) [................................ ................................ ................................ ... 158](#a16125) [28](#a16217) [SHARING AMONG THE FINANCE PARTIES](#a16217) [................................ ......................... 159](#a16217) [29](#a16362) [CONDUCT OF BUSINESS BY THE FINANCE PARTIES](#a16362) [................................ ......... 161](#a16362) [30](#a16385) [FINANCE PARTY RIGHTS](#a16385) [................................ ................................ ...................... 161](#a16385) [31](#a16399) [PAYMENT MECHANICS](#a16399) [................................ ................................ ......................... 161](#a16399) [32](#a16681) [SET-OFF](#a16681) [................................ ................................ ................................ .................. 164](#a16681) [33](#a16697) [CALCULATIONS AND CERTIFICATES](#a16697) [................................ ................................ . 164](#a16697) [34](#a16728) [NOTICES](#a16728) [................................ ................................ ................................ ................. 165](#a16728) [35](#a17195) [AMENDMENTS AND WAIVERS](#a17195) [................................ ................................ ............. 170](#a17195) [36](#a17240) [CONFIDENTIALITY](#a17240) [................................ ................................ ................................ 170](#a17240) [37](#a17497) [GENERAL PROVISIONS](#a17497) [................................ ................................ ......................... 173](#a17497) [38](#a17633) [GOVERNING LAW](#a17633) [................................ ................................ ................................ .. 175](#a17633) [39](#a17642) [JURISDICTION](#a17642) [................................ ................................ ................................ ........ 175](#a17642) [40](#a17682) [WAIVER OF IMMUNITY](#a17682) [................................ ................................ ........................ 176](#a17682) ANNEXURES [ANNEXURE](#a19570) [A](#a19570) [- THE PARTIES](#a19570) [ANNEXURE B](#a20071) [- CONDITIONS PRECEDENT](#a20071) [ANNEXURE C](#a20725) [- FORM OF TRANSFER CERTIFICATE](#a20725) [ANNEXURE D](#a20981) [- FORMS OF ACCESSION LETTER](#a20981) [ANNEXURE E](#a21897) [- FORM OF RESIGNATION LETTER](#a21897) [ANNEXURE F](#a21941) [- FORM OF COMPLIANCE CERTIFICATE](#a21941) [ANNEXURE G](#a22333) [- TRANSACTION SECURITY](#a22333) [ANNEXURE H](#a22473) [- ACCEPTABLE LENDERS](#a22473) [ANNEXURE I](#a22585) [- FORM OF CONFIDENTIALITY UNDERTAKING](#a22585) [ANNEXURE J](#a22920) [- DORMANT SUBSIDIARIES](#a22920) [ANNEXURE K](#a23036) [- DISCLOSURE SCHEDULE](#a23036) [ANNEXURE L](#a23049) [- GROUP STRUCTURE](#a23049) [ANNEXURE M](#a23061) [- MATERIAL CONTRACTS AS AT THE SIGNATURE DATE](#a23061) 1 1 PARTIES 1.1 The Parties to this Agreement are – 1.1.1 Lesaka Technologies, Inc. ( Holdco ); 1.1.2 Lesaka Technologies Proprietary Limited, registration number 2002/031446/07 (the Term/RCF Borrower ); 1.1.3 the Parties listed in Part I of Annexure A ( The Original Parties ) as general banking facility borrowers (the Original WCF Borrowers ); 1.1.4 the Parties listed in Part I of Annexure A ( The Original Parties ) as original guarantors (the Original Guarantors ); 1.1.5 the Financial Institutions listed in Part II of Annexure A ( the Original Parties ), as original lenders under the Senior Term Facilities and the Senior RCF (in this capacity, together with the Original WCF Lender, the Original Senior Lenders ); 1.1.6 FirstRand Bank Limited (acting through its Rand Merchant Bank division) as original lender under Working Capital Facilities (in this capacity, the Original WCF Lender ); 1.1.7 FirstRand Bank Limited (acting through its WesBank division) as original lender under the WesBank Facility (in this capacity, WesBank ); 1.1.8 FirstRand Bank Limited (acting through its Rand Merchant Bank division) as agent of the other Finance Parties (the Facility Agent ); and 1.1.9 Bowwood and Main No 408 (RF) Proprietary Limited, registration number 2024/200503/07, as holder of security for the benefit of the Finance Parties (the Debt Guarantor ). 1.2 The Parties agree as set out below. 2 INTERPRETATION 2.1 In this Agreement, unless the context indicates a contrary intention, the following words and expressions bear the meanings assigned to them and cognate expressions bear corresponding meanings – 2.1.1 Acceptable Bank means - 2.1.1.1 any of Absa Bank Limited, FirstRand Bank Limited, Investec Bank Limited, Nedbank Limited and The Standard Bank of South Africa Limited; 2 2.1.1.2 a bank or financial institution which has an international rating for its long-term unsecured and non-credit enhanced debt obligations of BBB- or higher by Standard & Poor's Ratings Services or Baa3 or higher by Moody's Investor Services Limited, or a comparable rating from an internationally recognised credit rating agency; or 2.1.1.3 any other bank or financial institution approved by the Facility Agent; 2.1.2 Accession Letter means - 2.1.2.1 in relation to an Additional Guarantor, a document substantially in the form set out in Part I of Annexure D (Forms of Accession Letter); 2.1.2.2 in relation to an Additional WCF Borrower, a document substantially in the form set out in Part II of Annexure D (Forms of Accession Letter); and 2.1.2.3 in relation to a WCF Lender, a document substantially in the form set out in Part III of Annexure D (Forms of Accession Letter); 2.1.3 Acquisition GBF means the general banking facilities provided by RMB to the Term/RCF Borrower on or about 30 September 2024, to enable the Term/RCF Borrower to acquire all of the shares and claims in Adumo; 2.1.4 Additional Guarantor means a person which becomes an Additional Guarantor in accordance with clause [26.3](#a15959) (Additional Guarantors); 2.1.5 Additional Obligor means an Additional WCF Borrower or an Additional Guarantor; 2.1.6 Additional WCF Borrower means a member of the Covenant Group in its capacity as a borrower under a Working Capital Facility on it becoming an Additional WCF Borrower in accordance with clause [26.2](#a15894) (Additional WCF Borrower); 2.1.7 Adumo means Adumo (RF) Proprietary Limited, registration number 2017/540380/07, a private company with limited liability duly incorporated in accordance with the laws of South Africa; 2.1.8 Affiliate , in relation to any person, means a Subsidiary of that person or a Holding Company of that person, or any other Subsidiary of that Holding Company; 2.1.9 Agreement means this common terms agreement and its schedules; 3 12 121 1 TT ]R[R]T[T RR - -´- += 2.1.10 Applicable Margin , in relation to a Loan, has the meaning given to that term in the Senior Facility Agreement relating to that Loan; 2.1.11 Auditors means one of PwC, EY, KPMG or Deloitte, BDO, or any other firm approved in writing in advance by the Facility Agent; 2.1.12 Availability Period , in relation to the applicable Senior Term Facility or the Senior RCF, has the meaning given to that term in the applicable Senior Facility Agreement; 2.1.13 Available Commitment , in relation to the applicable Senior Term Facility or the Senior RCF, means a Lender's Commitment under that Senior Facility minus - 2.1.13.1 the amount of its participation in any outstanding Loans under that Senior Facility; and 2.1.13.2 in relation to any proposed Utilisation, the amount of its participation in any Loans that are due to be made under that Senior Facility on or before the proposed Utilisation Date; 2.1.14 Available Facility , in relation to the applicable Senior Term Facility or the Senior RCF, means the aggregate for the time being of each Lender's Available Commitment in respect of that Senior Facility; 2.1.15 Base Rate means for an Interest Period of any Loan or Unpaid Sum, JIBAR, or for an Interest Period of a Loan or Unpaid Sum which is less than a full period of three months (a Broken JIBAR Period ), the rate determined in accordance with the following formula - where - R = the Base Rate; R 1 = JIBAR for the period closest to but less than the Broken JIBAR Period plus, if this would result in R 1 being equal to the JIBAR Overnight Deposit Rate, 0.10 per cent.; R 2 = JIBAR for the period closest to but greater than the Broken JIBAR Period; 4 T = the number of days in the Broken JIBAR Period; T 1 = the number of days in the period for which R 1 is quoted on the first day of the Broken JIBAR Period; T 2 = the number of days in the period for which R 2 is quoted on the first day of the Broken JIBAR Period; 2.1.16 Borrower means the Term/RCF Borrower or a WCF Borrower; 2.1.17 Break Costs , in relation to any Senior Facility, has the meaning given to that term in the applicable Senior Facility Agreement; 2.1.18 Break Gains , in relation to any Senior Facility, has the meaning given to that term in the applicable Senior Facility Agreement; 2.1.19 Business Day means a day (other than a Saturday, a Sunday or official public holiday) on which banks are open for general business in Johannesburg; 2.1.20 Cash Connect Capital means Cash Connect Capital Proprietary Limited, registration number 2017/029430/07, a private company duly incorporated in accordance with the laws of South Africa; 2.1.21 Cash Connect Capital RCF Agreement means the revolving credit facility agreement concluded between inter alios Cash Connect Capital and RMB on or about 29 November 2022, pursuant to which RMB agreed to make a revolving credit facility of R300,000,000 available to Cash Connect Capital; 2.1.22 Cash Connect Capital RCF Finance Documents means the "Finance Documents" as defined in the Cash Connect Capital RCF Agreement; 2.1.23 Cash Connect Group Cession and Pledge means the amended and restated cession in security provided by Cash Connect Capital, Cash Connect Management, Cash Connect Rentals, Deposit Manager and Main Street 1723 to RMB as security for the obligations owing to RMB on account of the Cash Connect Capital RCF Finance Documents and the Cash Connect Management Finance Documents; 2.1.24 Cash Connect Management means Cash Connect Management Solutions Proprietary Limited, registration number 2006/010530/07, a private company with limited liability duly incorporated in accordance with the laws of South Africa; 5 2.1.25 Cash Connect Management Facilities Agreement means the facilities agreement concluded on or about 24 January 2022 between Cash Connect Management and RMB, pursuant to which RMB made facilities of R1,050,000,000 available to Cash Connect Management; 2.1.26 Cash Connect Management Finance Documents means the “Finance Documents” as defined in the Cash Connect Management Facilities Agreement; 2.1.27 Cash Connect Management Release Agreement means the release and consent agreements, dated on or about the Signature Date, pursuant to which RMB agrees to release - 2.1.27.1 any all security held by it in relation to the Cash Connect Management Finance Documents on the terms and on the conditions contained therein; and 2.1.27.2 Cash Connect Management, Cash Connect Rentals, Deposit Manager and Main Street 1723 from the Cash Connect Group Cession and Pledge; 2.1.28 Cash Connect Rentals means Cash Connect Rentals Proprietary Limited, registration number 2009/007139/07, a private company with limited liability duly incorporated in accordance with the laws of South Africa; 2.1.29 Closing Date means the date on which the Facility Agent issues the notice contemplated by clause [5.1](#a5996) ( Initial conditions precedent ); 2.1.30 Code means the United States Revenue Code of 1986; 2.1.31 Commitment means a Senior Term Facility Commitment, a Senior RCF Commitment, the WesBank Commitment or a WCF Commitment; 2.1.32 Companies Act means the Companies Act, 2008, including all regulations promulgated under that act; 2.1.33 Compliance Certificate means a certificate substantially in the form set out in Annexure F ( Form of Compliance Certificate ) or otherwise in the agreed form; 2.1.34 Confidential Information means all information relating to Holdco, any other Obligor, the Group, the Finance Documents or a Senior Facility in the possession of a Finance Party in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to, or for the purpose of becoming a Finance Party under, the Finance Documents or a Senior Facility from either - 6 2.1.34.1 any member of the Group or any of its advisers; or 2.1.34.2 another Finance Party, if the information was obtained by that Finance Party from any member of the Group, in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that - 2.1.34.2.1 is or becomes public information other than as a result of any breach by that Finance Party of clause [36](#a17240) (Confidentiality); or 2.1.34.2.2 is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or 2.1.34.2.3 is known by that Finance Party before the date the information is disclosed to it in accordance with clauses [2.1.34.1](#a1181) or [2.1.34.2 above](#a1185) or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party is aware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; 2.1.35 Confidentiality Undertaking means a confidentiality undertaking substantially in the form set out in Annexure I (Form of Confidentiality Undertaking) or otherwise in the agreed form; 2.1.36 Control means, in relation to any company or organisation or person - 2.1.36.1 the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to - 2.1.36.1.1 cast, or control the casting of, more than 50.00 per cent. of the maximum number of votes that might be cast at a general meeting of that person; or 2.1.36.1.2 appoint or remove all, or the majority, of the directors or other equivalent officers of that person; or 2.1.36.1.3 give directions with respect to the operating and financial policies of that person with which the directors or other equivalent officers of that person are obliged to comply; and/or 7 2.1.36.2 the holding (beneficially or legally) of more than 50.00 per cent. of the issued share capital of that person (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either profits or capital), and Controlled shall be construed accordingly; 2.1.37 Control Event has the meaning given to that term in clause [8.3](#a6231) ( Mandatory prepayment - change of control or transfer of business ); 2.1.38 Counter-indemnity Agreement means the written counter-indemnity, dated on or about the Signature Date, given by the Obligors (on a joint and several basis) in favour of the Debt Guarantor; 2.1.39 Covenant Group means the Term/RCF Borrower and each of its Subsidiaries from time to time and any partnership, Joint Venture, trust, juristic person or other entity Controlled by the Term/RCF Borrower or any of its Subsidiaries, but specifically excluding CPS; 2.1.40 CPS means Cash Paymaster Services Proprietary Limited, registration number 1997/013382/07, a private company duly incorporated in accordance with the laws of South Africa, a company which is, as at the Signature Date, in liquidation; 2.1.41 Debt Guarantee means the written first-ranking debt guarantee, dated on or about the Signature Date, given by the Debt Guarantor in favour of the Finance Parties (other than the Debt Guarantor) for the obligations of the Obligors owed to those Finance Parties under the Finance Documents; 2.1.42 Debt Guarantor Management Agreement means the agreement for the management and administration of the Debt Guarantor, dated on or about the Signature Date, between the Debt Guarantor and TMF Corporate Services (South Africa) Proprietary Limited; 2.1.43 Debt Guarantor Owner Trust means the trustees for the time being of the Project Mercury Owner Trust, Master's Reference number IT000064/2025(G); 2.1.44 Default means – 2.1.44.1 an Event of Default; or 8 2.1.44.2 any event or circumstance which (with the expiry of any applicable grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) would be an Event of Default; 2.1.45 Deposit Manager means Deposit Manager Proprietary Limited, registration number 2010/016889/07, a private company with limited liability duly incorporated in accordance with the laws of South Africa; 2.1.46 Disruption Event means either or both of – 2.1.46.1 a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Senior Facilities (or otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties; or 2.1.46.2 the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party preventing that, or any other Party – 2.1.46.2.1 from performing its payment obligations under the Finance Documents; or 2.1.46.2.2 from communicating with other Parties in accordance with the terms of the Finance Documents, and which (in either such case) is not caused by, and is beyond the control of, the Party whose operations are disrupted; 2.1.47 Dormant Subsidiary means any member of the Covenant Group - 2.1.47.1 which does not trade (for itself or as agent for any person); and 2.1.47.2 which does not own, legally or beneficially, assets (including indebtedness owed to it) which in aggregate (together with all such other members of the Covenant Group which are Dormant Subsidiaries) have a value of R10,000,000 or more (or its equivalent in other currencies); 2.1.48 Environment means humans, animals, plants and all other living organisms including the ecological systems of which they form part and the following media - 9 2.1.48.1 air (including, without limitation, air within natural or man-made structures, whether above or below ground); 2.1.48.2 water (including, without limitation, territorial, coastal and inland waters, water under or within land and water in drains and sewers); and 2.1.48.3 land (including, without limitation, land under water); 2.1.49 Environmental Claim means any claim, litigation, arbitral proceedings or administrative proceedings, formal notice or investigation by any authority in respect of any Environmental Law or any authorisation held (or required to be held) under applicable Environmental Law; 2.1.50 Environmental Law means any applicable law or regulation which relates to - 2.1.50.1 the pollution or protection of the Environment; 2.1.50.2 harm to or the protection of human health and safety; or 2.1.50.3 the generation, handling, transport, storage, burial, use, release, disposal, emission or spillage of any Hazardous Substances which, alone or in combination with any other, is capable of causing harm to the Environment, including, without limitation, any waste; 2.1.51 Environmental Matters means all matters relating to - 2.1.51.1 the pollution or protection of the Environment and/or human health and safety; 2.1.51.2 the use, treatment, storage, burial, disposal, transport or handling of Hazardous Substances; or 2.1.51.3 Environmental Permits; 2.1.52 Environmental Permit means any permit and/or other authorisation and the filing of any notification, report or assessment required under any Environmental Law for the operation of the business of any member of the Group or in respect of any immovable properties owned or used by any member of the Group; 2.1.53 Event of Default means any event or circumstance specified in clause [24](#a14929) ( Events of Default ); 2.1.54 Excluded Subsidiary means - 10 2.1.54.1 Cash Connect Capital; 2.1.54.2 K2020 Connect Proprietary Limited, registration number 2020/263969/07; and 2.1.54.3 any other Subsidiary of the Term/RCF Borrower which the Facility Agent has agreed in writing will be designated as an Excluded Subsidiary; 2.1.55 Existing Finance Documents has the meaning given to that term in the Lesaka Release Agreement; 2.1.56 Existing Group Indebtedness means Financial Indebtedness of the members of the Group arising under the Existing Finance Documents; 2.1.57 Existing Security has the meaning given to that term in the Lesaka Release Agreement; 2.1.58 Existing Security Discharge Date means, in respect of any Existing Security, the "Release Time" for that Existing Security as defined in the Lesaka Release Agreement; 2.1.59 Facility means a Senior Term Facility, the Senior RCF or a Working Capital Facility; 2.1.60 FATCA means - 2.1.60.1 sections 1471 to 1474 of the Code or any associated regulations; 2.1.60.2 any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in clause [2.1.60.1](#a1655) ; or 2.1.60.3 any agreement pursuant to the implementation of any treaty, law or regulation referred to in clauses [2.1.60.1](#a1655) or [2.1.60.2](#a1659) with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction; 2.1.61 FATCA Deduction means a deduction or withholding from a payment under a Finance Document required by FATCA; 2.1.62 FATCA Exempt Party means a Party that is entitled to receive payments free from any FATCA Deduction; 2.1.63 Fee Letter means any letter or letters entered into by reference to this Agreement, dated on or about the Signature Date, between the Facility Agent and/or the Original 11 Senior Lenders (or any one of them) and the Term/RCF Borrower setting out any of the fees referred to in clause [13](#a7604) (Fees); 2.1.64 Final Discharge Date means the date on which - 2.1.64.1 the Senior Term Facility Outstandings, the Senior RCF Outstandings , the WesBank Outstandings and the WCF Outstandings have been irrevocably and unconditionally paid and discharged in full (whether or not as a result of enforcement); and 2.1.64.2 no Finance Party has any commitment whatsoever to provide finance or any other form of credit or financial accommodation to any person under any Finance Document, as certified in writing by the Facility Agent (acting on the instructions of all the Lenders) within 5 Business Days of receipt of a request for confirmation from the Term/RCF Borrower, if all the requirements above have in fact been met; 2.1.65 Final Maturity Date , in relation to each Senior Term Facility or the Senior RCF, has the meaning given to that term in the applicable Senior Term Facility Agreement or the Senior RCF Agreement, respectively; 2.1.66 Finance Document means - 2.1.66.1 this Agreement; 2.1.66.2 the Senior Term Facility A Agreement; 2.1.66.3 the Senior Term Facility B Agreement; 2.1.66.4 the Senior RCF Agreement; 2.1.66.5 each WCF Document; 2.1.66.6 each WesBank Agreement; 2.1.66.7 the Lesaka Release Agreement; 2.1.66.8 the Cash Connect Management Release Agreement; 2.1.66.9 the Debt Guarantee; 2.1.66.10 the Counter-indemnity Agreement; 12 2.1.66.11 each Security Document; 2.1.66.12 each Security Structure Document; 2.1.66.13 each Fee Letter; 2.1.66.14 the Further Rights Letter; 2.1.66.15 any Intercreditor Agreement; 2.1.66.16 any Subordination Agreement; 2.1.66.17 any Transfer Certificate; 2.1.66.18 any Accession Letter; 2.1.66.19 any Resignation Letter; 2.1.66.20 each Utilisation Request; 2.1.66.21 each Compliance Certificate; 2.1.66.22 each document amending any Finance Document referred to in this clause above; and 2.1.66.23 any other document designated as such by agreement between the Facility Agent and the Term/RCF Borrower; 2.1.67 Finance Parties means the Lenders, the Facility Agent and the Debt Guarantor (and Finance Party , as the context requires, means any of them); 2.1.68 Financial Close means the date on which the Facility Agent delivers the notice contemplated in clause [5.1](#a5996) to the Term/RCF Borrower; 2.1.69 Financial Indebtedness means any indebtedness for or in respect of - 2.1.69.1 moneys borrowed, credit provided and debit balances at financial institutions; 2.1.69.2 any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent; 2.1.69.3 any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument; 13 2.1.69.4 the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with IFRS, be treated as a finance or capital lease but excluding any Relevant Operating Lease notwithstanding any change (or the implementation of any change) to IFRS on or after 1 January 2019; 2.1.69.5 receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis); 2.1.69.6 any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing; 2.1.69.7 any Treasury Transaction (and, when calculating the value of that Treasury Transaction, only the mark-to-market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) shall be taken into account); 2.1.69.8 any amount raised by the issue of a share which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable) is or may become mandatorily redeemable or redeemable at the option of its holder (including upon the occurrence of any default under the terms of issue of any such share); 2.1.69.9 any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and 2.1.69.10 the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in clauses [2.1.69.1](#a1901) to [2.1.69.9 above;](#a1962) 2.1.70 Further Rights Letter means the letter agreement, dated on or about the Signature Date, between, amongst others, the Term/RCF Borrower and each Original Senior Lender in respect of the Original Senior Lenders' rights in relation to inter alia (i) a refinancing by the Term/RCF Borrower of the Senior Term Facility Loans, the Senior Term Facility Outstandings, the Senior RCF Loans and the Senior RCF Outstandings under the Finance Documents, and (ii) the right to quote in relation to any transactional banking requirements of Adumo and any of its Subsidiaries; 2.1.71 GAAP means, in relation to Holdco, the generally accepted accounting principles in the US; 2.1.72 Group means - 14 2.1.72.1 for the purposes of clauses [2.1.52](#a1559) , [2.1.141](#a3342) , [8.2,](#a6160) , [20.17](#a9463) [20.18](#a9480) , [20.29](#a9907) , [23.2](#a11502) , [23.19](#a13818) and [23.25](#a14371) of this Agreement, Holdco and each of its Subsidiaries from time to time and any partnership, Joint Venture, trust, juristic person or other entity Controlled by Holdco and/or any of its Subsidiaries ; and 2.1.72.2 for all other clauses in this Agreement which are not referred to in clause [2.1.72.1](#a2019) , Holdco and each of its Subsidiaries from time to time and any partnership, Joint Venture, trust, juristic person or other entity Controlled by Holdco and/or any of its Subsidiaries but specifically excluding CPS and its Subsidiaries; 2.1.73 Group Structure Chart means the written group structure diagram attached hereto as Annexure L (Group Structure Chart), or, if Holdco has delivered a further group structure diagram pursuant to clause [21.10.5](#a10722) , the most recently delivered group structure diagram; 2.1.74 Guarantor means an Original Guarantor or an Additional Guarantor, to the extent that it has not ceased to be a Guarantor in accordance with clause [26.5](#a16091) (Resignation of a Guarantor); 2.1.75 Hazardous Substances means any wastes, pollutants, contaminants and any other natural or artificial substance (whether in the form of a solid, liquid, gas or vapour) which, alone or in combination with other substances, is capable of causing harm or damage to the Environment or human health; 2.1.76 Holdco Cession & Pledge means the pledge and cession in securitatem debiti, dated on or about the Signature Date, given in favour of the Debt Guarantor by Holdco over inter alia - 2.1.76.1 its shares in and claims and related rights against the Term/RCF Borrower; and 2.1.76.2 its rights, title and interest in and to the Secured Account; 2.1.77 Holding Company , in relation to a company or corporation, means any other company or corporation in respect of which it is a Subsidiary; 2.1.78 IFRS means international accounting standards promulgated by the International Accounting Standards Board from time to time, to the extent applicable to the relevant financial statements or IFRS for small and medium enterprises, as applicable; 15 2.1.79 Indexed in relation to any sum, that sum adjusted annually to take account of year-on- year changes in the US CPI since the Signature Date; 2.1.80 Insurance means any contract or policy of insurance and reinsurance taken out by or on behalf of a member of the Group or under which it has a right to claim; 2.1.81 Intellectual Property Rights means - 2.1.81.1 any know-how, patent, trade mark, service mark, design, invention, trading or business name, domain name, topographical or similar right; 2.1.81.2 any copyright, data base or other intellectual property right; or 2.1.81.3 any interest and rights to use (including by way of licence) in the above, in each case whether registered or not, and includes any related application; 2.1.82 Intercreditor Agreement means the intercreditor agreement entered into or to be entered into between, amongst others, the Finance Parties; 2.1.83 Interest Payment Date , in relation to a Senior Term Facility or the Senior RCF, has the meaning given to that term in the applicable Senior Term Facility Agreement or the Senior RCF Agreement, respectively; 2.1.84 Interest Period , in relation to a Senior Term Facility or the Senior RCF or Unpaid Sum in relation thereto, has the meaning given to that term in the applicable Senior Term Facility Agreement or the Senior RCF Agreement, respectively; 2.1.85 Internally Generated Cash means funds generated from the operating activities of the Covenant Group in the ordinary course of business which - 2.1.85.1 excludes the proceeds of any Shareholder Contributions or Financial Indebtedness raised by a member of the Covenant Group; and 2.1.85.2 includes any disposal proceeds generated through any disposals contemplated in clause [23.6.11](#a12310) (Disposals); 2.1.86 Investec means Investec Bank Limited, registration number 1969/004763/06, a public company with limited liability duly incorporated in accordance with the laws of South Africa; 2.1.87 JIBAR means, for an Interest Period of any Loan or Unpaid Sum - 16 2.1.87.1 the applicable Screen Rate; or 2.1.87.2 (if no Screen Rate is available for the Interest Period of that Loan or Unpaid Sum) the arithmetic mean of the rates (rounded upwards to four decimal places), as supplied to the Facility Agent at its request, quoted by the Reference Banks to leading banks in the Johannesburg interbank market, as of 11h00 on the Quotation Day for the offering of deposits in Rand for a period comparable to that Interest Period; 2.1.88 JIBAR Overnight Deposit Rate means - 2.1.88.1 the applicable Screen Rate; or 2.1.88.2 (if no Screen Rate is available) the arithmetic mean of the rates (rounded upwards to four decimal places), as supplied to the Facility Agent at its request, quoted by the Reference Banks to leading banks in the Johannesburg interbank market, as of 11h00 on the Quotation Day for the offering of overnight deposits in Rand; 2.1.89 Joint Venture means any joint venture entity, whether a company, unincorporated firm, undertaking, association, joint venture or partnership (whether an en commandite partnership or any other partnership) or similar person, comprising an association of two or more persons to undertake a business enterprise through a combination of assets and/or expertise but specifically excluding any arrangement which comprises solely of a profit-sharing arrangement; 2.1.90 Kwande means Kwande Group Proprietary Limited, registration number 2000/003245/07, a private company with limited liability duly incorporated in accordance with the laws of South Africa; 2.1.91 Lenders means - 2.1.91.1 the Senior Term Facility Lenders; 2.1.91.2 the Senior RCF Lenders; 2.1.91.3 WesBank; and 2.1.91.4 the WCF Lenders, and Lender , as the context requires, means any of them; 17 2.1.92 Lesaka Release Agreement means the agreement to be entered into between inter alios Holdco, the Term/RCF Borrower and the Facility Agent and persons who have provided the Existing Group Indebtedness (other than the Financial Indebtedness relating to the Cash Connect Management Finance Documents) to the Group, which inter alia regulates – 2.1.92.1 the payment of the Existing Group Indebtedness; and 2.1.92.2 the release of the Existing Security; 2.1.93 Loan means a loan made or to be made under a Senior Facility, or the principal amount outstanding of that loan from time to time; 2.1.94 Longstop Date means 31 March 2025; 2.1.95 Main Street 1723 means Main Street 1723 Proprietary Limited, registration number 2019/300711/07, a private company with limited liability duly incorporated in accordance with the laws of South Africa; 2.1.96 Majority Lenders means, at any time, Lenders - 2.1.96.1 if there is any Loan outstanding and no Default has occurred and is continuing, whose share in the outstanding Loans then aggregate 66⅔ per cent. or more of the aggregate of all the outstanding Loans of all of the Lenders; 2.1.96.2 if there is any Loan then outstanding and a Default has occurred and is continuing, whose share in the outstanding Loans and whose undrawn Commitments then aggregate 66⅔ per cent or more of the aggregate of all the outstanding Loans and the undrawn Commitments of all the Lenders; 2.1.96.3 if there is no Loan then outstanding, whose undrawn Commitments then aggregate 66⅔ per cent or more of the Total Commitments; or 2.1.96.4 if there is no Loan then outstanding and the Total Commitments have been reduced to zero, whose Commitments aggregated 66⅔ per cent or more of the Total Commitments immediately before the reduction; 2.1.97 Material Adverse Effect means an event or circumstances which has or, in the reasonable opinion of the Facility Agent (acting on the instructions of the Majority Lenders), is reasonably likely to have a material adverse effect on - 18 2.1.97.1 the business, operations or financial condition of any Obligor, Security Provider, the Group taken as a whole and/or the Covenant Group taken as a whole; 2.1.97.2 the ability of an Obligor or Security Provider to perform its payment and/or other material obligations under the Finance Documents; or 2.1.97.3 the validity or enforceability of the Finance Documents or the validity or enforceability of, or the effectiveness or ranking of any Transaction Security granted or purported to be granted pursuant to any of the Finance Documents or the rights or remedies of any Finance Party under any of the Finance Documents; 2.1.98 Material Agreements means - 2.1.98.1 any contract which contributes more than 5% the total revenue of the Covenant Group (other than the Excluded Subsidiaries) or which contributes more than 2.5% of the Consolidated EBITDA (calculated with reference to the Holdco's most recently delivered annual financial statements); 2.1.98.2 any other agreement that is material to the business of the Covenant Group (other than the Excluded Subsidiaries) and for this purpose an agreement shall be considered to be "material" if the termination of that agreement (whether voluntarily, by mutual agreement or pursuant to a breach of the terms of that agreement by any party thereto) would have a Material Adverse Effect; and 2.1.98.3 any other written agreement or document at any time designated a Material Agreement by written agreement between the Term/RCF Borrower and the Facility Agent, and the Material Contracts listed in Annexure M; 2.1.99 Material Group Company , where used in clause [24](#a14929) (Events of Default), means an Obligor or a Material Subsidiary; 2.1.100 Material Insurance Proceeds has the meaning given to that term in clause [8.4](#a6395) (Mandatory prepayment - material disposal and insurance proceeds); 2.1.101 Material Subsidiary means, (i) any holding company of another Material Subsidiary, and (ii) a Subsidiary of the Term/RCF Borrower or a Subsidiary of any other Obligor whose gross assets, EBITDA (as defined in clause [2.1.101.4](#a2709) below) or total revenue equal or exceed 5% of the gross assets, Consolidated EBITDA or total revenue of the Covenant Group (excluding the Excluded Subsidiaries). For this purpose - 19 2.1.101.1 the gross assets, EBITDA or total revenue of a Subsidiary of the Term/RCF Borrower or a Subsidiary of any other Obligor (other than an Excluded Subsidiary) will be determined from its financial statements or management accounts (in each case, consolidated if it has Subsidiaries) which were consolidated into the latest SEC Form and/or latest audited consolidated financial statements or management accounts of the Term/RCF Borrower (adjusted on a pro forma basis as contemplated in clause [21.1.1.3](#a10090) or [21.1.5.2](#a10222) (Financial statements), as applicable); 2.1.101.2 if a Subsidiary of the Term/RCF Borrower or a Subsidiary of any other Obligor becomes a member of the Covenant Group (and is not an Excluded Subsidiary) after the date on which the latest audited consolidated financial statements or management accounts of the Term/RCF Borrower have been prepared, the gross assets, EBITDA or total revenue of that Subsidiary will be determined from the latest SEC Form and/or the Term/RCF Borrower's latest financial statements or management accounts (in each case, consolidated if it has Subsidiaries); 2.1.101.3 the gross assets, Consolidated EBITDA or total revenue of the Covenant Group will be determined from the latest SEC Form and/or the Term/RCF Borrower's latest audited consolidated financial statements or management accounts (adjusted on a pro forma basis as contemplated in clause [21.1.1.3](#a10090) or [21.1.5.2](#a10222) (Financial statements), as applicable); 2.1.101.4 the EBITDA of a Subsidiary (or a company or business subsequently acquired or disposed of) will be determined on the same basis as Consolidated EBITDA (as defined in clause [2.2](#a4829) (Financial Definitions) below), except that references to the Covenant Group will be construed as references to that Subsidiary, company or business; and 2.1.101.5 where financial statements and management accounts of a Subsidiary or the Term/RCF Borrower or a Subsidiary of any other Obligor are available in respect of the same accounting period, the financial statements shall be used for purposes of making the necessary determinations. 2.1.102 Notwithstanding the above, each of the following companies will be a Material Subsidiary - 2.1.102.1.1 each Guarantor (other than Holdco); 20 2.1.102.1.2 any Subsidiary of the Term/RCF Borrower or any other Obligor which is party to a Material Agreement; 2.1.103 Month means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that - 2.1.103.1 (subject to clause [2.1.103.3 below](#a2774) ) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day; 2.1.103.2 if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and 2.1.103.3 if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end; The above rules will only apply to the last Month of any period; 2.1.104 Obligors means the Borrowers and the Guarantors (and Obligor , as the context requires, means any of them); 2.1.105 Mobikwik means One Mobikwik Systems Limited (previously known as One Mobikwik Systems Pvt Ltd) (Corporate Identity Number U64201HR2008PLC053766), a company registered under the laws of India; 2.1.106 Original Financial Statements means, in relation to - 2.1.106.1 to Holdco, its audited consolidated financial statements for its financial year ended 30 June 2024; 2.1.106.2 the Term/RCF Borrower, its audited consolidated financial statements for the financial year ended 30 June 2022; 2.1.106.3 Luxanio 227 Proprietary Limited, its audited financial statements for the financial year ended 31 July 2022; 2.1.106.4 GAAP Point of Sale Proprietary Limited, its audited financial statements for the financial year ended 30 September 2024; 21 2.1.106.5 each of Adumo, Adumo Technologies Proprietary Limited, Adumo Payouts Proprietary Limited, Adumo Management Company Proprietary Limited and Adumo Payments Proprietary Limited, its audited financial statements for the financial year ended 30 September 2023; 2.1.106.6 each of Deposit Manager, Cash Connect Management, EasyPay Proprietary Limited, Main Street 1723, Prism Holdings Technologies Proprietary Limited, Net1 Finance Holdings Proprietary Limited, Cash Connect Rentals and EasyPay Financial Services Proprietary Limited its audited financial statements for the financial year ended 30 June 2023; 2.1.106.7 each of Prism Payment Technologies Proprietary Limited, Easypay Cash Proprietary Limited, K2021477132 (South Africa) Proprietary Limited, its audited financial statements for the financial year ended 30 June 2022; and 2.1.106.8 Obovix (RF) Proprietary Limited, its audited financial statements for the financial year ended 28 February 2018; 2.1.107 Original Obligors means the Term/RCF Borrower, the Original WCF Borrowers and the Original Guarantors (and Original Obligor , as the context requires, means any of them); 2.1.108 Original Senior RCF Lender means each Original Senior Lender which has a Senior RCF Commitment set opposite its name in Column 5 (Senior RCF Commitment) of the table in Part II of [Annexure A](#a19570) (The Parties); 2.1.109 Original Senior Term Facility A Lender means each Original Senior Lender which has a Senior Term Facility A Commitment set opposite its name in Column 3 (Senior Term Facility A Commitment) of the table in Part II of [Annexure A](#a19570) (The Parties); 2.1.110 Original Senior Term Facility B Lender means each Original Senior Lender which has a Senior Term Facility B Commitment set opposite its name in Column 4 (Senior Term Facility A Commitment) of the table in Part II of [Annexure A](#a19570) (The Parties); 2.1.111 Original Senior Term Facility Lender means each Senior Term Facility A Lender and each Senior Term Facility B Lender; 2.1.112 Original WCF Agreement means the working capital facility and/or general banking facility agreement/s, dated on or about the Signature Date, between the Original WCF Lender (as lender), and various members of the Covenant Group (as borrowers and guarantors); 22 2.1.113 Original WCF Lender means RMB; 2.1.114 Original Working Capital Facility means a direct and indirect general banking and/or working capital facility provided by the Original WCF Lender to the WCF Borrowers (or any one of them) under any Original WCF Agreement; 2.1.115 Party means a party to this Agreement; 2.1.116 Permitted Acquisition has the meaning given to that term in clause [23.10](#a12391) (Acquisitions); 2.1.117 Permitted Cash Management Agreement means any cash management agreement between a member of the Covenant Group (other than an Excluded Subsidiary) and the Original WCF Lender), but only for so long as it complies with the requirements of a Permitted Cash Management Arrangement; 2.1.118 Permitted Cash Management Arrangement means an intra-day cash pooling or cash concentration arrangement maintained with the Original WCF Lender which provides for the aggregation of positive cash balances in bank accounts of Obligors (who are members of the Covenant Group and for the avoidance of doubt excludes Holdco) held with the Original WCF Lender and/or set off of such aggregate cash balances against bank accounts deficits of Obligors(who are members of the Covenant Group and for the avoidance of doubt excludes Holdco) held with the Original WCF Lender for the purposes of maximising the aggregate interest earned of those Obligors (who are members of the Covenant Group and for the avoidance of doubt excludes Holdco) and minimising the aggregate interest paid by those Obligors (who are members of the Covenant Group and for the avoidance of doubt excludes Holdco); 2.1.119 Permitted Disposal has the meaning given to that term in clause [23.6](#a12102) (Disposals); 2.1.120 Permitted Distribution has the meaning given to that term in clause [23.21.1](#a14009) (Distributions); 2.1.121 Permitted Encumbrance has the meaning given to that term in clause [23.4](#a11550) (Negative pledge); 2.1.122 Permitted Financial Indebtedness has the meaning given to that term in clause [23.5](#a11730) (Financial Indebtedness); 2.1.123 Permitted Guarantee has the meaning given to that term in clause [23.13](#a13392) (Third party guarantees); 23 2.1.124 Permitted Loan has the meaning given to that term in clause [23.12](#a13135) (Loans out); 2.1.125 Permitted Share Issue has the meaning given to that term in clause [23.20.2](#a13960) (Share Capital); 2.1.126 Permitted Treasury Transaction has the meaning given to that term in clause [23.14](#a13559) (Treasury Transactions); 2.1.127 Quotation Day , in relation to any period for which an interest rate is to be determined, means the first day of that period or such other day as the Facility Agent determines is generally treated as the rate fixing day by market practice in the Johannesburg interbank market; 2.1.128 Reference Banks means the principal Johannesburg offices of Absa Bank Limited, FirstRand Bank Limited, Investec Bank Limited, Nedbank Limited and The Standard Bank of South Africa Limited, or such other banks as may be appointed by the Facility Agent in consultation with the Term/RCF Borrower; 2.1.129 Refinancing means the repayment, prepayment, cancellation or replacement, in full, of the Senior Term Facility Loans and Senior Term Facility Outstandings and the Senior RCF Loans and Senior RCF Outstandings funded, directly or indirectly, by way of the incurrence by Holdco, the Term/RCF Borrower, any other Obligor and/or any other member of the Group of Financial Indebtedness, and Refinance and Refinanced shall be construed accordingly. For the purpose of this definition any Permitted Financial Indebtedness pursuant to clause [23.5.2](#a12082) (Financial Indebtedness) shall, in relation to Holdco, be excluded from "Financial Indebtedness" to the extent that that Permitted Financial Indebtedness is not funded through the incurrence by any member of the Group (or any Affiliate of a member of the Group) of Financial Indebtedness; 2.1.130 Refinancing Penalties has the meaning given to that term in clause [8.11](#a6942) (Refinancing and Refinancing Penalties); 2.1.131 Relevant Nominating Body means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them; 2.1.132 Related Fund in relation to a fund (the first fund ), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose 24 investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund; 2.1.133 Related Party means, in relation to the Group – 2.1.133.1 any shareholder of a member of the Group who is not a member of the Group; and 2.1.133.2 any Affiliate of any shareholder referred to in clause [2.1.133.1,](#a3213) other than, in each case, a Lender or an Affiliate of a Lender or any person who holds less than 5% of the issued shares of Holdco (itself and together with any of its Affiliates and any of its Related Funds); 2.1.134 Replacement Benchmark means a replacement for a Screen Rate - 2.1.134.1 that is formally designated, nominated or recommended as the replacement for that Screen Rate by: 2.1.134.1.1 the administrator of that Screen Rate; or 2.1.134.1.2 any Relevant Nominating Body, provided that if the replacement for that Screen Rate has, at the relevant time, been formally designated, nominated or recommended under both clauses [2.1.134.1.1](#a3248) and [2.1.134.1.2](#a3252) above, the accepted Replacement Benchmark will be that determined in accordance with clause [2.1.134.1.2](#a3252) above; or 2.1.134.2 in the opinion of the Parties, generally accepted in the international market or any relevant domestic syndicated loan market, as the appropriate replacement for that Screen Rate; or 2.1.134.3 in the opinion of the Parties, an appropriate replacement to that Screen Rate; 2.1.135 Remaining Distributable Balance has the meaning given to this term in clause [9.4](#a7339) (Remaining amount of Distributable Balance); 2.1.136 Repeating Representations means, at any time, the representations and warranties which are made or deemed to be repeated under clause [20.32](#a10010) (Times for making representations and warranties); 2.1.137 Representative means any representative, delegate, agent, manager, administrator, nominee, attorney, trustee or custodian; 25 2.1.138 Resignation Letter means a letter substantially in the form set out in Annexure E (Form of Resignation Letter); 2.1.139 RMB means FirstRand Bank Limited (acting through its Rand Merchant Bank division); 2.1.140 Sanctioned Entity means - 2.1.140.1 a person, country or territory which is listed on a Sanctions List or is subject to Sanctions; and 2.1.140.2 a person which is ordinarily resident in a country or territory which is listed on a Sanctions List or is subject to Sanctions; 2.1.141 Sanctioned Transaction means the use of the proceeds of the Senior Facilities for the purpose of financing or providing any credit, directly or indirectly, to - 2.1.141.1 a Sanctioned Entity; or 2.1.141.2 any other person or entity, if a member of the Group has actual knowledge that the person or entity proposes to use the proceeds of the financing or credit for the purpose of financing or providing any credit, directly or indirectly, to a Sanctioned Entity, in each case to the extent that to do so is prohibited by, or would cause any breach of, Sanctions; 2.1.142 Sanctions means trade, economic or financial sanctions, laws, regulations, embargoes or restrictive measures imposed, administered or enforced from time to time by any Sanctions Authority; 2.1.143 Sanctions Authority means - 2.1.143.1 the United Nations; 2.1.143.2 the European Union; 2.1.143.3 the Council of Europe (founded under the Treaty of London, 1946); 2.1.143.4 the government of the United States of America; 2.1.143.5 the government of the United Kingdom; 26 2.1.143.6 the government of the Republic of France; and 2.1.143.7 the government of Switzerland, and any of their governmental authorities, including, without limitation, the Office of Foreign Assets Control for the US Department of Treasury ( OFAC ), the US Department of Commerce, the US State Department or the US Department of the Treasury, Her Majesty's Treasury ( HMT ) and the French Ministry of Finance. 2.1.144 Sanctions List means - 2.1.144.1 the Specially Designated Nationals and Blocked Persons List maintained by OFAC; 2.1.144.2 the Consolidated List of Financial Sanctions Targets and the Investments Ban List maintained by HMT, and any similar list maintained, or a public announcement of a Sanctions designation made, by any Sanctions Authority, in each case as amended, supplemented or substituted from time to time; 2.1.145 Screen Rate means - 2.1.145.1 for JIBAR, the Johannesburg Interbank Agreed Rate, polled and published by the South African Futures Exchange (a division of the JSE Limited) for deposits in Rand for the relevant period, as displayed on the Reuters Screen SAFEY Page alongside the caption " YLD" at the applicable time; or 2.1.145.2 for the JIBAR Overnight Deposit Rate, the SAFEX overnight call deposit rate, polled and published by the South African Futures Exchange (a division of the JSE Limited) for deposits in Rand, as displayed on the Reuters Screen SAFEY Page alongside the caption " SFXROD " at the applicable time. If the relevant page is replaced or the information service ceases to be available, the Facility Agent (after consultation with the Term/RCF Borrower and the Lenders) may specify another page or service displaying the appropriate rate; 2.1.146 Screen Rate Replacement Event means in relation to a Screen Rate - 2.1.146.1 the methodology, formula or other means of determining the Screen Rate has, in the opinion of the parties, materially changed; 27 2.1.146.2 the administrator of the Screen Rate or its supervisor publicly announces that such administrator is insolvent; 2.1.146.3 information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably confirms that the administrator of the Screen Rate is insolvent, provided that, in each case contemplated by clauses [2.1.146.2](#a3493) and [2.1.146.3](#a3498) , at that time there is no successor administrator to continue to provide the Screen Rate; 2.1.146.4 the administrator of the Screen Rate publicly announces that it has ceased or will cease, to provide the Screen Rate permanently or indefinitely and, at that time, there is no successor administrator to continue to provide the Screen Rate; 2.1.146.5 the supervisor of the administrator of the Screen Rate publicly announces that the Screen Rate has been or will be permanently or indefinitely discontinued; 2.1.146.6 the administrator of the Screen Rate or its supervisor announces that the Screen Rate may no longer be used; 2.1.146.7 the administrator of the Screen Rate determines that the Screen Rate should be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Facility Agent) relevant for the purposes of this Agreement; 2.1.146.8 any Relevant Nominating Body formally designates, nominates or recommends a replacement for a Screen Rate; 2.1.146.9 in the opinion of the Parties, the Screen Rate is otherwise no longer representative or appropriate for the purposes of calculating interest under this Agreement; 2.1.146.10 a public statement or publication of information by the regulatory supervisor or competent authority of the administrator of the Screen Rate, an insolvency official with jurisdiction over the administrator for the Screen Rate, an authority with jurisdiction over the administrator for the Screen Rate or a court or an entity with similar insolvency or authority over the administrator for the Screen Rate is made or issued which states that the administrator of the Screen Rate has ceased or will cease to provide the Screen Rate (for any tenor) permanently or 28 indefinitely and, at that time, there is no successor administrator to continue to provide that Screen Rate; 2.1.146.11 a public statement or publication of information by the regulatory supervisor or competent authority of the administrator of the Screen Rate announces that the Screen Rate (for any tenor) is no longer or, as of a specified future date, will no longer be representative for ZAR or of the underlying market or the economic reality that the Screen Rate is intended to measure and/or that such representativeness will not be restored; or 2.1.146.12 the Screen Rate ceases to be permitted to be used as a benchmark or reference rate or will be prohibited from being used or its use will be subject to restrictions or adverse consequences; 2.1.147 SEC Form means Holdco's - 2.1.147.1 quarterly reports filed with the United States Securities and Exchange Commission ( SEC ) on Form 10-Q in respect of the first 3 quarters of each of Holdco's financial years and which include unaudited condensed consolidated financial statements; and 2.1.147.2 annual reports filed with the SEC on Form 10-K in respect of each of Holdco's financial year ends and which include audited consolidated financial statements; 2.1.148 Secured Account means a ring-fenced bank account held by Holdco with FirstRand Bank Limited and secured in favour of the Debt Guarantor; 2.1.149 Security means - 2.1.149.1 a mortgage bond, notarial bond, cession in security, pledge, hypothec, lien, charge, assignment or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect but excluding statutory preferences; 2.1.149.2 any arrangement under which money or claims may be applied, set off or made subject to a combination of accounts so as to effect discharge of any sum owed or payable to any person; or 2.1.149.3 any other type of preferential agreement or arrangement (including title retention) having an effect similar to the creation of a security interest; 29 2.1.150 Security Agreement means - 2.1.150.1 the Security Cession & Pledge; 2.1.150.2 the Holdco Cession & Pledge; 2.1.150.3 each other pledge or cession in securitatem debiti referred to in clause [1](#a22350) (South African Obligors and Material Subsidiaries) of Annexure G (Transaction Security); 2.1.150.4 each security agreement referred to in clause [2](#a22405) (Non-South African Obligors and Material Subsidiaries) of Annexure G (Transaction Security) under the laws of the jurisdiction of incorporation or formation of any Obligor who is incorporated or formed in a jurisdiction other than South Africa; and 2.1.150.5 each security agreement entered, or required to be entered, into under clause [23.26](#a14424) (Further Transaction Security); 2.1.151 Security Cession & Pledge means the pledge and cession in securitatem debiti, dated on or about the Signature Date, given in favour of the Debt Guarantor by each Obligor (other than Holdco)) incorporated in, or having property situated in, South Africa over its rights, claims and interest in and to its property stipulated in clauses [1.1](#a22354) and [1.2](#a22377) (South African Obligors and Material Subsidiaries) of Annexure G (Transaction Security); 2.1.152 Security Document means - 2.1.152.1 any Security Agreement; or 2.1.152.2 any other document evidencing or creating any Security over any asset of any person to secure any obligation of any Obligor to a Finance Party under the Finance Documents; 2.1.153 Security Provider means - 2.1.153.1 an Obligor; 2.1.153.2 Holdco; or 2.1.153.3 any other person party to a Security Document from time to time pursuant to which that person provides Transaction Security for the benefit of the Finance Parties; 30 2.1.154 Security Structure Document means - 2.1.154.1 the memorandum of incorporation of the Debt Guarantor; 2.1.154.2 the Debt Guarantor Management Agreement; and 2.1.154.3 the trust deed by which the Debt Guarantor Owner Trust has been established (together with the letters of authority issued by the Master of the High Court in favour of the trustees of the Debt Guarantor Owner Trust); 2.1.155 Senior Facilities means the Senior Term Facilities, the Senior RCF and the Working Capital Facilities (and Senior Facility , as the context requires, means any of them); 2.1.156 Senior Facility Agreements means the Senior Term Facility Agreements, the Senior RCF Agreement and the WCF Agreements (and Senior Facility Agreement , as the context requires, means any of them); 2.1.157 Senior Facility Commitments means the Senior Term Facility Commitments, the Senior RCF Commitments and the WCF Commitments (and Senior Facility Commitment , as the context requires, means any of them); 2.1.158 Senior Facility Outstandings means the Senior Term Facility Outstandings, the Senior RCF Outstandings and the WCF Outstandings; 2.1.159 Senior RCF means the secured revolving credit loan facility described in clause [3.3](#a5799) (Senior RCF) made available under this Agreement and the Senior RCF Agreement; 2.1.160 Senior RCF Agreement means the revolving credit loan facility agreement of up to the Senior RCF Commitment, dated on or about the Signature Date, between the Original Senior RCF Lenders, the Facility Agent and the Term/RCF Borrower (as borrower); 2.1.161 Senior RCF Commitment means - 2.1.161.1 in relation to an Original Senior RCF Lender, the amount set opposite its name under the heading "Senior RCF Commitment" in Part II of [Annexure A](#a19570) (The Parties) plus any amounts voluntarily repaid in relation to Senior Term Facility A and the amount of any other Senior RCF Commitment transferred to it under this Agreement; and 2.1.161.2 in relation to any other Senior RCF Lender, the amount of any Senior RCF Commitment transferred to it under this Agreement, 31 to the extent not cancelled, reduced or transferred by it under this Agreement or the Senior RCF Agreement; 2.1.162 Senior RCF Lenders means - 2.1.162.1 any Original Senior RCF Lender; and 2.1.162.2 any bank, financial institution, trust, fund or other entity which becomes a Party as a Senior RCF Lender after the Signature Date in accordance with clause [25](#a15526) (Changes to the Lenders); in each case, which has not ceased to be a Party in accordance with the terms of this Agreement (and Senior RCF Lender , as the context requires, means any of them); 2.1.163 Senior RCF Loan means a Loan under the Senior RCF; 2.1.164 Senior RCF Outstandings means at any time, in relation to a Senior RCF Lender, the aggregate of all amounts of loan principal, accrued interest, Break Costs, prepayment penalties, fees and all other amounts outstanding in respect of the Senior RCF under the Finance Documents (including, without limitation, any claim for damages or restitution, any claim as a result of any recovery by an Obligor, a Security Provider or another person of a payment or discharge under the Finance Documents on the grounds of preference, and each amount which would be included in any of the above but for any discharge, non-provability or unenforceability of a claim in any insolvency or other proceedings); 2.1.165 Senior Term Facility A means the secured bullet term loan facility described in clause [3.1](#a5775) (Senior Term Facility A) made available under this Agreement and the Senior Term Facility A Agreement; 2.1.166 Senior Term Facility A Agreement means the bullet term loan facility agreement of up to Senior Term Facility A Commitment, dated on or about the Signature Date, between the Original Senior Term Facility A Lenders, the Facility Agent and the Term/RCF Borrower (as borrower); 2.1.167 Senior Term Facility A Commitment means - 2.1.167.1 in relation to an Original Senior Term Facility A Lender, the amount set opposite its name under the heading "Senior Term Facility A Commitment" in Part II of [Annexure A](#a19570) (The Parties) and the amount of any other Senior Term Facility A Commitment transferred to it under this Agreement; and 32 2.1.167.2 in relation to any other Senior Term Facility A Lender, the amount of any Senior Term Facility A Commitment transferred to it under this Agreement, to the extent not cancelled, reduced or transferred by it under this Agreement or the Senior Term Facility A Agreement; 2.1.168 Senior Term Facility A Lenders means - 2.1.168.1 each Original Senior Term Facility A Lender; and 2.1.168.2 each bank, financial institution, trust, fund or other entity which becomes a Party as a Senior Term Facility A Lender after the Signature Date in accordance with clause [25](#a15526) (Changes to the Lenders), in each case, which has not ceased to be a Party in accordance with the terms of this Agreement (and Senior Term Facility A Lender , as the context requires, means any of them); 2.1.169 Senior Term Facility A Loan means a Loan under Senior Term Facility A; 2.1.170 Senior Term Facility A Outstandings means at any time, in relation to a Senior Term Facility A Lender, the aggregate of all amounts of loan principal, accrued interest, Break Costs, prepayment penalties, fees and all other amounts outstanding in respect of Senior Term Facility A under the Finance Documents (including, without limitation, any claim for damages or restitution, any claim as a result of any recovery by an Obligor, a Security Provider or another person of a payment or discharge under the Finance Documents on the grounds of preference, and each amount which would be included in any of the above but for any discharge, non-provability or unenforceability of a claim in any insolvency or other proceedings); 2.1.171 Senior Term Facility B means the secured amortising term loan facility described in clause [3.1](#a5775) (Senior Term Facility B) made available under this Agreement and the Senior Term Facility B Agreement; 2.1.172 Senior Term Facility B Agreement means the amortising term loan facility agreement of up to Senior Term Facility B Commitment, dated on or about the Signature Date, between the Original Senior Term Facility B Lenders, the Facility Agent and the Term/RCF Borrower (as borrower); 2.1.173 Senior Term Facility B Commitment means - 33 2.1.173.1 in relation to an Original Senior Term Facility B Lender, the amount set opposite its name under the heading "Senior Term Facility B Commitment" in Part II of [Annexure A](#a19570) (The Parties) and the amount of any other Senior Term Facility B Commitment transferred to it under this Agreement; and 2.1.173.2 in relation to any other Senior Term Facility B Lender, the amount of any Senior Term Facility B Commitment transferred to it under this Agreement, to the extent not cancelled, reduced or transferred by it under this Agreement or the Senior Term Facility B Agreement; 2.1.174 Senior Term Facility B Lenders means - 2.1.174.1 each Original Senior Term Facility B Lender; and 2.1.174.2 each bank, financial institution, trust, fund or other entity which becomes a Party as a Senior Term Facility B Lender after the Signature Date in accordance with clause [25](#a15526) (Changes to the Lenders), in each case, which has not ceased to be a Party in accordance with the terms of this Agreement (and Senior Term Facility B Lender , as the context requires, means any of them); 2.1.175 Senior Term Facility B Loan means a Loan under Senior Term Facility B; 2.1.176 Senior Term Facility B Outstandings means at any time, in relation to a Senior Term Facility B Lender, the aggregate of all amounts of loan principal, accrued interest, Break Costs, prepayment penalties, fees and all other amounts outstanding in respect of Senior Term Facility B under the Finance Documents (including, without limitation, any claim for damages or restitution, any claim as a result of any recovery by an Obligor, a Security Provider or another person of a payment or discharge under the Finance Documents on the grounds of preference, and each amount which would be included in any of the above but for any discharge, non-provability or unenforceability of a claim in any insolvency or other proceedings); 2.1.177 Senior Term Facilities means the Senior Term Facility A and the Senior Term Facility B; 2.1.178 Senior Term Facility Agreements means the Senior Term Facility A Agreement and the Senior Term Facility B Agreement; 34 2.1.179 Senior Term Facility Commitment means each Senior Term Facility A Commitment and each Senior Term Facility B Commitment; 2.1.180 Senior Term Facility Lenders means the Senior Term Facility A Lenders and the Senior Term Facility B Lenders; 2.1.181 Senior Term Facility Loan means a Senior Term Facility A Loan or a Senior Term Facility B Loan; 2.1.182 Senior Term Facility Outstandings means the Senior Term Facility A Outstandings and the Senior Term Facility B Outstandings, or either one of them, as the context may require; 2.1.183 Shareholder Claims means, in relation to a shareholder in any relevant person - 2.1.183.1 claims on shareholders loan account which that shareholder may have against that person; and 2.1.183.2 claims arising from, or in connection with, the holding by that shareholder of shares of any class in that person (including ordinary and/or preference shares) and including any rights to dividends and other distributions of whatsoever nature that person; 2.1.184 Shareholder Contribution means the aggregate amount of - 2.1.184.1 the subscription price received by Holdco in respect of shares subscribed for in the share capital of Holdco, provided such share issue is a Permitted Share Issue under clause [23.20.2.3](#a13996) (Share capital); and 2.1.184.2 the proceeds of loans advanced to Holdco by its direct shareholders where any Financial Indebtedness arising as a result is Permitted Financial Indebtedness under clause [23.5.2](#a12082) (Financial Indebtedness); 2.1.185 Signature Date means the date on which, once this Agreement has been signed by all the Parties, it is signed by the last Party to do so; 2.1.186 Subordination Agreement means any subordination agreement in the agreed form between, amongst others, the Obligors, the Finance Parties, Holdco and any other relevant subordinated creditors, pursuant to which, amongst others, the claims of the members of the Group and any other relevant subordinated creditors against the 35 Obligors and the Covenant Group are subordinated in favour of all claims of the Finance Parties under the Finance Documents; 2.1.187 Subsidiary means in relation to any person - 2.1.187.1 a subsidiary as defined in the Companies Act (including any person who would, but for not being a company under the Companies Act, qualify as a subsidiary as defined in the Companies Act); 2.1.187.2 any partnership, Joint Venture, trust, juristic person or other entity Controlled by that person; 2.1.188 Tax means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same); 2.1.189 Total Commitments means the aggregate of the following - 2.1.189.1 the Total Senior Term Facility Commitments; 2.1.189.2 the Total Senior RCF Commitments; and 2.1.189.3 the WesBank Commitment; 2.1.189.4 the Total WCF Commitments; 2.1.190 Total Senior RCF Commitments means the aggregate of the Senior RCF Commitments; 2.1.191 Total Senior Term Facility Commitments means the aggregate of the Senior Term Facility Commitments; 2.1.192 Total WCF Commitments means the aggregate of the WCF Commitments; 2.1.193 Transaction Security means the Security created or expressed to be created for the benefit of, amongst others, the Finance Parties pursuant to the Security Documents; 2.1.194 Transfer has the meaning given to it in clause [25.1](#a15530) (Cessions and delegations by the Lenders); 2.1.195 Transfer Certificate means a certificate substantially in the form set out in Annexure C (Form of Transfer Certificate) or otherwise in the agreed form; 36 2.1.196 Transfer Date , in relation to a Transfer, means the later of - 2.1.196.1 the proposed Transfer Date specified in the Transfer Certificate; and 2.1.196.2 the date on which the Facility Agent executes the Transfer Certificate; 2.1.197 Treasury Transaction means any derivative transaction entered into in connection with protection against or to benefit from fluctuations in any rate, price, index or credit rating; 2.1.198 Unpaid Sum means any sum due and payable but unpaid by an Obligor under the Finance Documents; 2.1.199 US means the United States of America; 2.1.200 US CPI means the All Items Consumer Price Index for All Urban Consumers (CPI- U) for the U.S. City Average, 1982-84=100 published by the US Bureau of Labor Statistics; 2.1.201 Utilisation means a utilisation of a Senior Facility; 2.1.202 Utilisation Date means the date of a Utilisation, being the date on which the relevant Loan is to be made; 2.1.203 Utilisation Request , in relation to a Senior Term Facility or the Senior RCF, has the meaning given to that term in the applicable Senior Term Facility Agreement or the Senior RCF Agreement, as applicable; 2.1.204 VAT means value added tax as provided for in the Value Added Tax Act, 1991, and any other Tax of a similar nature in a jurisdiction other than South Africa; 2.1.205 VCP Investment Fund means Value Capital Partners H4 QI Hedge Fund Portfolio; 2.1.206 VCP Investment Portfolios means Sentinel Retirement Fund, the Standard Bank Group Retirement Fund, FirstRand Group Retirement Fund, Eskom Pension and Provident Fund, Telkom Retirement Fund, Old Mutual Life Assurance Company (South Africa) Limited (acting through its Old Mutual Multi-Managers Division), Transnet Retirement Fund and such similar funds that VCP Investment Manager may manage from time to time; 2.1.207 WCF Agreement means - 2.1.207.1 each Original WCF Agreement; or 37 2.1.207.2 any other facility agreement or facility letter entered into by one or more of the WCF Borrowers (and, if applicable other members of the Covenant Group (other than an Excluded Subsidiary)) and a WCF Lender to regulate the terms on which a Working Capital Facility is to be provided; 2.1.208 WCF Borrower means an Original WCF Borrower or an Additional WCF Borrower; 2.1.209 WCF Commitment means - 2.1.209.1 direct facilities in an amount of up to R743,901,000.00, indirect facilities in an amount of up to R57,700,000.00 as at the Signature Date (provided that direct facilities may be reallocated as indirect facilities, but indirect facilities may not be reallocated as direct facilities) and settlement lines in an amount of up to R326,000,00.00, in respect of general banking facilities; and 2.1.209.2 the amount which any WCF Lender has agreed (whether or not subject to the satisfaction of conditions precedent) to make available from time to time under a Working Capital Facility concluded after the Signature Date, to the extent not cancelled or reduced under the applicable WCF Agreement relating to the applicable Working Capital Facility (subject to the provisions of clause [23.5.1.3](#a11757) (Financial Indebtedness) and the other requirements of the Finance Documents); 2.1.210 WCF Document means - 2.1.210.1 a WCF Agreement; and 2.1.210.2 each document (including a document in electronic format only) entered into from time to time between a WCF Lender and one or more of the WCF Borrowers (or, if applicable, another member of the Covenant Group), which evidences a facility, financial instrument or a financial service provided as part of a Working Capital Facility; 2.1.211 WCF Lenders means - 2.1.211.1 the Original WCF Lender; and 2.1.211.2 each other person which becomes a party to this Agreement and any Intercreditor Agreement as a provider of a Working Capital Facility, to one or more of the WCF Borrowers (and, if applicable other members of the Covenant Group (other than an Excluded Subsidiary)), 38 and WCF Lender , as the context requires, means any of them 2.1.212 WCF Outstandings means, at any time, in relation to a WCF Lender and a Working Capital Facility, the aggregate of the following amounts outstanding under that Working Capital Facility - 2.1.212.1 the principal amount outstanding under each overdraft facility and on-demand short term loan facility; 2.1.212.2 the face amount of each guarantee, bond, letter of credit and any similar instrument under that Working Capital Facility; 2.1.212.3 the amount of the aggregate exposure (excluding interest and similar charges) of that WCF Lender under each other type of accommodation provided under that Working Capital Facility; and 2.1.212.4 all accrued interest and other amounts then due and payable under that WCF Agreement, (including, without limitation, any claim for damages or restitution, any claim as a result of a recovery by an Obligor or another person of a payment or discharge under that Working Capital Facility on the grounds of preference, and each amount which would be included in any of the above but for any discharge, non-provability or unenforceability of a claim in any insolvency or other proceedings); and 2.1.213 WesBank means FirstRand Bank Limited, acting through its WesBank division; 2.1.214 WesBank Agreement means - 2.1.214.1 written vehicle asset finance facility through WesBank's Asset Based Finance Division) recorded in an instalment sale agreement and facility letter; 2.1.214.2 the full maintenance leasing facility through WesBank's Fleet Management and Leasing Division) recorded in a master rental agreement and term sheet; and 2.1.214.3 any other facility letter or document to be concluded with WesBank from time to time, all on the terms and subject to the conditions contained therein and concluded between WesBank and certain Obligors; 2.1.215 WesBank Commitment means - 39 2.1.215.1 an amount equal to ZAR227,000,000; and 2.1.215.2 the amount which WesBank has agreed (whether or not subject to the satisfaction of conditions precedent) to make available from time to time under a WesBank Agreement concluded after the Signature Date, to the extent not cancelled or reduced under the applicable WesBank Agreement relating to the applicable WesBank Facility subject to the requirements of the Finance Documents); 2.1.216 WesBank Outstandings means, at any time, in relation to WesBank and a WesBank Facility, the aggregate of the amounts outstanding under that WesBank Facility including without limitation the principal amount, all accrued interest and other amounts then due and payable under that WesBank Facility, (including, without limitation, any claim for damages or restitution, any claim as a result of a recovery by an Obligor or another person of a payment or discharge under that WesBank Facility on the grounds of preference, and each amount which would be included in any of the above but for any discharge, non-provability or unenforceability of a claim in any insolvency or other proceedings); 2.1.217 WesBank Facility means the asset finance facilities in a maximum principal amount of ZAR227,000,000 as at the Signature Date made available under the WesBank Agreements; and 2.1.218 Working Capital Facility means - 2.1.218.1 the Original Working Capital Facility; 2.1.218.2 any other direct and indirect working capital facility, in each case for a maximum funding commitment or facility exposure equal to the applicable WCF Commitment, provided by a WCF Lender to one or more members of the Covenant Group (other than an Excluded Subsidiary) (as borrowers), from time to time after the Closing Date. 2.2 Financial definitions In this Agreement the following terms have the meanings set out below - 2.2.1 Cash means an amount (denominated in Rand or any other currency approved by the Facility Agent) of cash in hand, or credit balances or amounts on deposit with an Acceptable Bank to which a member of the Covenant Group (other than an Excluded 40 Subsidiary) is alone (or together with other members of the Covenant Group (other than an Excluded Subsidiary)) beneficially entitled if - 2.2.1.1 the cash is accessible and may be withdrawn in full by a member of the Covenant Group (other than an Excluded Subsidiary) within 30 days; 2.2.1.2 access to and withdrawal of the cash is not contingent on the prior discharge of any indebtedness of any person or the satisfaction of any other condition; 2.2.1.3 no Security exists over the cash or over claims in respect thereof (other than Security arising under the Security Documents or any Security permitted pursuant to clause [23.4.3.5](#a11632) (Negative pledge)); and 2.2.1.4 the cash is freely and (except as mentioned in clause [2.2.1.1 above](#a4865) ) immediately available to be applied in repayment or prepayment of the Senior Facilities; 2.2.2 Cash Equivalents means, at any time - 2.2.2.1 certificates of deposit maturing within 90 days after the relevant date of calculation, issued by an Acceptable Bank in South Africa; 2.2.2.2 investments accessible and which can be monetised within 90 days in a South African money market collective investment scheme which - 2.2.2.2.1 is a money market collective investment scheme of Absa Bank Limited, FirstRand Bank Limited, Investec Bank Limited, Nedbank Limited or The Standard Bank of South Africa Limited or otherwise has an international credit rating of BBB- or higher by Standard & Poor's Ratings Services or Baa3 or higher by Moody's Investor Services Limited, or a comparable rating from an internationally recognised credit rating agency; and 2.2.2.2.2 invests substantially all its assets in securities of the type described in clause [2.2.2.1 above](#a4906) ; or 2.2.2.3 any other debt security expressly approved by the Facility Agent in writing, in each case, denominated in Rand or another currency approved by the Facility Agent in writing, and to which any member of the Covenant Group (other than an Excluded Subsidiary) is alone (or together with other members of the Covenant Group (other than an Excluded Subsidiary)) beneficially entitled at that time and which is not issued 41 or guaranteed by any member of the Covenant Group or subject to any Security (other than Security arising under the Security Documents); 2.2.3 Consolidated EBITDA , in relation to any Measurement Period, means the aggregate of the consolidated operating income of the Group, in each case, for that period, without taking any account of the following items (without double counting) - 2.2.3.1 any Interest accrued as an obligation of any member of the Group, whether or not paid, deferred or capitalised during that period; 2.2.3.2 any amount of Tax on profits, gains or income paid or payable by members of the Group and any amount of any rebate or credit in respect of Tax on profits, gains or income received or receivable by members of the Group; 2.2.3.3 any depreciation or amortisation whatsoever, and any charge for impairment or any reversal in that period of any previous impairment charge in relation to the Group; 2.2.3.4 any loss against book value incurred by a member of the Group on the disposal of any asset (other than trading stock) during that period; 2.2.3.5 any gain over book value arising in favour of a member of the Group on the disposal of any asset (other than trading stock) during that period and any gain arising on any revaluation of an asset during that period; 2.2.3.6 any unrealised gains or losses due to exchange rate movements which are reported through the income statement in relation to the Group; 2.2.3.7 any unrealised gains or losses on any financial instrument (other than any financial instrument which is accounted for on a hedge accounting basis) which are reported through the income statement of the Group; 2.2.3.8 any stock based payment charges incurred by a member of the Group recognised on the issuance of stock based awards to management and staff: 2.2.3.9 for each Measurement Period, any Transaction Costs to the extent that those costs are accrued or paid during that period; 2.2.3.10 any income or expenses related to the Lesaka Employee Share Trust established and registered in accordance with the laws of South Africa, with Master’s reference number IT001901/2024(G) and 42 2.2.3.11 any Exceptional Items approved by the Facility Agent in writing, 2.2.4 and adjusted by - 2.2.4.1 including only the operating profit before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA) of a member of the Covenant Group (or attributable to a business or assets) (other than any Excluded Subsidiaries) acquired during that Measurement Period (and added back as if it was acquired at the start of that relevant Measurement Period); 2.2.4.2 including only the amount of cash received by members of the Covenant Group (other than Excluded Subsidiaries) through distributions by any associate or Investment (which is not a member of the Covenant Group) in which any member of the Covenant Group (other than an Excluded Subsidiary) has an ownership interest; 2.2.4.3 excluding the operating profit before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA) attributable to any member of the Group (or to any business or assets) disposed of during the Measurement Period (and removed as if it was disposed of at the start of that relevant Measurement Period); 2.2.4.4 excluding the operating profit before interest, tax, depreciation and amortisation (calculated on the same basis as Consolidated EBITDA) attributable to any Excluded Subsidiary or any other Subsidiary of Holdco which is not a member of the Covenant Group during the Measurement Period; 2.2.4.5 for purposes of this Agreement, continuing to treat each Relevant Operating Lease as an operating lease for accounting purposes, notwithstanding any change (or the implementation of any change) to IFRS on or after 1 January 2019; 2.2.5 Exceptional Items means any exceptional, once-off, non-recurring or extraordinary items, including material items of an unusual or non-recurring nature which represent gains or losses arising on - 2.2.5.1 the restructuring of the activities of an entity and reversals of any provisions for the cost of restructuring; 2.2.5.2 disposals, revaluations, provisions, write-downs or impairment of non-current assets or any reversal of any provisions or write-down or impairment; and 43 2.2.5.3 disposals of assets associated with discontinued operations; 2.2.6 Interest means - 2.2.6.1 interest and amounts in the nature of interest accrued; 2.2.6.2 prepayment penalties or premiums incurred in repaying or prepaying any Financial Indebtedness; 2.2.6.3 discount fees and acceptance fees payable or deducted in respect of any Financial Indebtedness, including fees payable in respect of letters of credit and guarantees; 2.2.6.4 any net payment (or, if appropriate in the context, receipt) under any interest rate hedging agreement or instrument, taking into account any premiums payable; 2.2.6.5 any dividends on shares if those shares constitute Financial Indebtedness for purposes of this Agreement; and 2.2.6.6 any other payments and deductions of similar effect (including the finance cost element of finance leases), and includes commitment and non-utilisation fees (including those payable under the Finance Documents), but excludes facility agents' and front-end, management, arrangement and participation fees with respect to any Financial Indebtedness (including those payable under the Finance Documents); 2.2.7 Interest Cover Ratio means, as at each Measurement Date, the ratio of the sum of the Consolidated EBITDA and the Kwande Distributions to Total Net Finance Costs for the Measurement Period ending on that date; 2.2.8 Interest Receivable , in relation to any Measurement Period, means all Interest received or receivable by members of the Covenant Group (other than an Excluded Subsidiary) during that period in respect of Cash deposits at banks and financial institutions and Cash Equivalents, calculated on a consolidated basis (after deducting applicable withholding Tax); 2.2.9 Investment means any person in which the Term/RCF Borrower from time to time holds, directly or indirectly, shares of any class in its issued share capital or equivalent ownership interest of such person; 44 2.2.10 Kwande Distributions means, in relation to any Measurement Period, the amounts received by Holdco from its investment in Kwande, limited to a maximum of USD10,000,000 (Indexed) for each Measurement Period, to the extent that such amounts have been deposited into a Secured Account; 2.2.11 Measurement Date means the last day of March, June, September and December of each year; 2.2.12 Measurement Period means each period of 12 months ending on a Measurement Date; 2.2.13 Net Debt to EBITDA Ratio means, as at each Measurement Date, the ratio of Total Net Borrowings on that Measurement Date to the sum of the Consolidated EBITDA and the Kwande Distributions for the Measurement Period ending on that date; 2.2.14 Relevant Operating Lease means a lease that would have been classified as an operating lease under IFRS prior to 1 January 2019, notwithstanding any change (or the implementation of any change) to IFRS on or after 1 January 2019; 2.2.15 Total Borrowings in respect of the Covenant Group (other than any Excluded Subsidiaries), at any time, means the aggregate at that time of the Financial Indebtedness of the members of the Covenant Group (other than any Excluded Subsidiaries) from sources external to the Covenant Group calculated at its nominal or principal amount (or, if greater, the maximum amount payable on repayment or redemption of the relevant liabilities at such time) together with capitalised interest thereon at such time; 2.2.16 Total Finance Costs , in relation to any Measurement Period, means all Interest accrued in relation to Total Borrowings during such period as an obligation of any member of the Covenant Group (other than an Excluded Subsidiary) whether or not paid or capitalised during or deferred for payment after such period), calculated on a consolidated basis; 2.2.17 Total Net Borrowings means, at any time, Total Borrowings less the aggregate amount at that time of all Cash and Cash Equivalents held by members of the Covenant Group (other than any Excluded Subsidiaries); 2.2.18 Total Net Finance Costs , in relation to any Measurement Period, means Total Finance Costs for that period less Interest Receivable for that period, calculated on a consolidated basis; 45 2.2.19 Transaction Costs means all non-recurring, once-off fees, costs and expenses, stamp, registration and other Taxes incurred by the Term/RCF Borrower or any other member of the Covenant Group in connection with (i) acquisitions, disposals or other corporate activity, and/or (ii) the entry into of Finance Documents and limited to an aggregate maximum amount of ZAR200,000,000 (or its equivalent in any other currency or currencies) or such other amount agreed to in writing by the Facility Agent. 2.3 Construction 2.3.1 In this Agreement, unless inconsistent with the context, any reference to - 2.3.1.1 the Facility Agent , any Finance Party , any Lender , any Obligor , any Party , any Security Provider or any other person shall be construed so as to include its successors in title, permitted cessionaries and permitted transferees; 2.3.1.2 a document being in the agreed form means that the document is in a form previously agreed in writing by or on behalf of the Term/RCF Borrower and the Facility Agent or, if not so agreed, is in form and substance satisfactory to the Facility Agent; 2.3.1.3 an amendment includes an amendment, supplement, novation, re-enactment, replacement, restatement or variation and amend will be construed accordingly; 2.3.1.4 assets includes businesses, undertakings, securities, properties, revenues or rights of every description and whether present or future, actual or contingent; 2.3.1.5 an authorisation includes authorisation, consent, approval, resolution, licence, permit, exemption, filing, notarisation, lodgement or registration; 2.3.1.6 authority includes any court or any governmental, intergovernmental or supranational body, agency, department or any regulatory, self-regulatory or other authority; 2.3.1.7 a disposal means a sale, transfer, cession, assignment, donation, grant, lease, licence or other alienation or disposal, whether voluntary or involuntary and whether pursuant to a single transaction or a series of transactions, and dispose will be construed accordingly; 2.3.1.8 distribution means a transfer by a company of money or other assets of the company (other than its own shares) to, or to the order (or otherwise for the benefit) of, one or more holders of shares in that company or another company 46 within the same group of companies, including any principal or interest in respect of amounts due (whether in respect of an intercompany or a shareholder loan or otherwise); any dividend (including any interest on any unpaid amount of a dividend), charge, fee, consideration or other distribution (whether in cash or in kind) on or in respect of its shares or share capital (or any class of its share capital); any repayment or distribution of any share premium account; and the payment of any management, advisory or other fee; 2.3.1.9 a Finance Document or any other agreement or instrument includes (without prejudice to any prohibition on amendments) all amendments (however fundamental) to that Finance Document or other agreement or instrument, including any amendment providing for any increase in the amount of a facility or any additional facility or replacement facility; 2.3.1.10 a guarantee means (other than in clause [19](#a8604) ( Guarantee and Indemnity )) any guarantee, bond, letter of credit, indemnity or similar assurance against financial loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person, where, in each case, that obligation is assumed in order to maintain or assist the ability of that person to meet any of its indebtedness; 2.3.1.11 indebtedness includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent; 2.3.1.12 know your customer requirements are the identification checks that a Finance Party requests in order to meet its obligations under any applicable law or regulation to identify a person who is (or is to become) its customer; 2.3.1.13 a person includes any individual, company, corporation, unincorporated association or body (including a partnership, trust, fund, joint venture or consortium), government, state, agency, organisation or other entity whether or not having separate legal personality; 2.3.1.14 a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but, if not having the force of law, being of a type with which any person to which it applies is accustomed to comply) of any governmental, inter-governmental or supranational body, agency, department or regulatory, self-regulatory or other authority; 47 2.3.1.15 a provision of law is a reference to that provision as extended, applied, amended or re-enacted, and includes any subordinate legislation; 2.3.1.16 one gender includes a reference to the others; the singular includes the plural and vice versa ; natural persons include juristic persons and vice versa; and 2.3.1.17 a time of day is a reference to Johannesburg time. 2.3.2 Section, clause and Annexure headings are for ease of reference only, and do not in any way affect the interpretation of a Finance Document. 2.3.3 Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement. 2.3.4 A Default (other than an Event of Default) is continuing if it has not been remedied within any applicable remedy period expressly provided for in a Finance Document or waived in writing, and an Event of Default is continuing if it has not been waived in writing. 2.3.5 If any provision in a definition is a substantive provision conferring rights or imposing obligations on any Party, notwithstanding that it appears only in an interpretation clause, effect shall be given to it as if it were a substantive provision of the relevant Finance Document. 2.3.6 A term defined in a particular clause of a Finance Document, unless it is clear from the clause in question that application of the term is to be limited to the relevant clause, shall bear the meaning ascribed to it for all purposes of the relevant Finance Document, notwithstanding that that term has not been defined in any interpretation clause. 2.3.7 The Annexures to a Finance Document form an integral part thereof and a reference to a clause or a Annexure is a reference to a clause of, or an annexure to, this Agreement. 2.3.8 Unless expressly otherwise provided in a Finance Document or inconsistent with the context, any number of days prescribed in a Finance Document must be calculated by including the first and excluding the last day, unless the day before that last day falls on a day that is not a Business Day, in which case, the day before that last day will instead be the next Business Day. 48 2.3.9 The rule of construction that, in the event of ambiguity, a contract shall be interpreted against the party responsible for the drafting thereof, shall not apply in the interpretation of the Finance Documents. 2.3.10 The use of the word including followed by specific examples will not be construed as limiting the meaning of the general wording preceding it, and the eiusdem generis rule must not be applied in the interpretation of such general wording or such specific examples. 2.3.11 The expiry or termination of any Finance Documents shall not affect those provisions of the Finance Documents that expressly provide that they will operate after any such expiry or termination or which of necessity must continue to have effect after such expiry or termination, notwithstanding that the clauses themselves do not expressly provide for this. 2.3.12 The Finance Documents shall to the extent permitted by applicable law be binding on and enforceable by the administrators, trustees, permitted cessionaries, business rescue practitioners or liquidators of the Parties as fully and effectually as if they had signed the Finance Documents in the first instance and reference to any Party shall be deemed to include such Party’s administrators, trustees, permitted cessionaries, business rescue practitioners or liquidators, as the case may be. 2.3.13 Unless the contrary intention appears - 2.3.13.1 a reference to a Party will not include any person if it has ceased to be a Party under this Agreement; 2.3.13.2 any obligation of an Obligor under the Finance Documents which is not a payment obligation remains in force for so long as any payment obligation of an Obligor is or may be or is capable of becoming outstanding under the Finance Documents; and 2.3.13.3 any obligation of an Obligor under the Finance Documents includes an obligation on that Obligor not to contract or agree to do something or not to do something which would breach that first obligation, unless such contract or agreement is conditional on the approval of the Facility Agent (as required under any Finance Document). 2.4 Third party rights 49 2.4.1 Except as expressly provided for in this Agreement or in any other Finance Document, no provision of any Finance Document constitutes a stipulation for the benefit of any person who is not a party to that Finance Document. 2.4.2 Notwithstanding any term of any Finance Document, the consent of any person who is not a party to that Finance Document is not required to rescind or vary that Finance Document at any time except to the extent that the relevant variation or rescission (as the case may be) relates directly to the right conferred upon any applicable third party under a stipulation for the benefit of that party that has been accepted by that third party. 2.5 Currency Symbols and Definitions Rand or R denotes the lawful currency of South Africa. 3 THE SENIOR FACILITIES 3.1 Senior Term Facility A Subject to the terms of this Agreement and the Senior Term Facility A Agreement, the Senior Term Facility A Lenders make available to the Term/RCF Borrower a Rand-denominated bullet term loan facility in an aggregate amount equal to the Senior Term Facility A Commitments. 3.2 Senior Term Facility B Subject to the terms of this Agreement and the Senior Term Facility B Agreement, the Senior Term Facility B Lenders make available to the Term/RCF Borrower a Rand-denominated amortising term loan facility in an aggregate amount equal to the Senior Term Facility B Commitments. 3.3 Senior RCF Subject to the terms of this Agreement and the Senior RCF Agreement, the Senior RCF Lenders make available to the Term/RCF Borrower a Rand-denominated revolving credit facility in an aggregate amount equal to the Total Senior RCF Commitments. 3.4 WesBank Facility 3.4.1 Subject to the terms of this Agreement and the WesBank Agreement, WesBank makes available to certain of the Obligors in an aggregate amount of ZAR227,000,000 as set out in that WesBank Agreement. 50 3.4.2 The WesBank Agreement may be supplemented or replaced with another WesBank Facility concluded with WesBank, subject to clause [23.5.1.3](#a11757) ( Financial Indebtedness ). 3.5 Working Capital Facility 3.5.1 Subject to the terms of this Agreement and the applicable WCF Agreement, the Original WCF Lender makes available to the relevant WCF Borrowers general working capital facilities in an aggregate amount equal to the WCF Commitments as set out in that WCF Agreement. 3.5.2 The Original Working Capital Facility may be supplemented or replaced with another Working Capital Facility concluded with a WCF Lender, subject to clause [23.5.1.3](#a11757) ( Financial Indebtedness ). 3.6 Finance Parties' rights and obligations 3.6.1 The obligations of each Finance Party under the Finance Documents are separate and independent. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents. 3.6.2 The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from an Obligor is a separate and independent debt in respect of which a Finance Party shall be entitled to enforce its rights in accordance with clause [3.6.3](#a5912) . The rights of each Finance Party include any debt owing to that Finance Party under the Finance Documents and, for the avoidance of doubt, any part of a Loan or any other amount owed by an Obligor which relates to a Finance Party’s participation in a Facility or its role under a Finance Document (including any such amount payable to the Facility Agent on its behalf) is a debt owing to that Finance Party by that Obligor. 3.6.3 A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents. 4 PURPOSE 4.1 Purpose 4.1.1 The Term/RCF Borrower shall apply all amounts borrowed by it under - 51 4.1.1.1 Senior Term Facility A towards refinancing the Existing Group Indebtedness and the Cash Connect Management Finance Documents, funding Transaction Costs and for general corporate purposes; 4.1.1.2 Senior Term Facility B towards refinancing the Existing Group Indebtedness, refinancing the amounts payable in terms of the Acquisition GBF and for general corporate purposes; and 4.1.1.3 the Senior RCF, towards general corporate (including capital expenditure) and working capital purposes of the Covenant Group, and for no other purpose whatsoever. 4.1.2 Each WCF Borrower shall apply all amounts utilised by it under a Working Capital Facility for the purposes of funding the general corporate requirements of the Covenant Group (other than the Excluded Subsidiaries). 4.1.3 Each Obligor which is a party to the WesBank Facility shall apply all amounts utilised by it under that Facility for the purposes of financing vehicles required by the Covenant Group (other than the Excluded Subsidiaries). 4.2 Monitoring No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement and a Senior Facility Agreement. 5 CONDITIONS OF UTILISATION 5.1 Initial conditions precedent A Utilisation Request may not be given (and a Lender shall have no obligation to advance any Loan or provide any other form of credit or financial accommodation under any Senior Facility to any person) unless the Facility Agent has notified the Term/RCF Borrower in writing that all the documents and other evidence listed in Part I of [Annexure B](#a20071) (Conditions Precedent) have been received in form and substance satisfactory to the Lenders. The Facility Agent shall notify the Term/RCF Borrower as soon as reasonably practicable upon receiving confirmation of all the Lenders being so satisfied. 5.2 Further conditions precedent Subject to the terms of this Agreement, a Lender will only be obliged to participate in a Loan or other Utilisation under a Senior Facility if - 52 5.2.1 in the opinion of that Lender, on the date of the Utilisation Request and on the proposed Utilisation Date - 5.2.1.1 the Representations are correct in all respects; and 5.2.1.2 no Default is continuing or would result from the proposed Loan; and 5.2.2 where the Utilisation is to be applied towards the refinancing of a portion of Existing Group Indebtedness and/or the Financial Indebtedness owing under the Cash Connect Management Finance Documents, the Lender is satisfied that the Covenant Group will discharge any interest or costs which would be payable on the date that such Financial Indebtedness is settled. 5.3 Waiver or deferral of conditions precedent Each condition precedent referred to in this clause [5](#a5992) is for the benefit solely of the Lenders. The Facility Agent (acting on the instructions of all the Lenders) may, by notice to the Term/RCF Borrower, waive or defer delivery of any condition precedent, in whole or in part, and subject to such other conditions (if any) as it may determine. 5.4 Failure to close If the Closing Date has not occurred by 16h00 on the Longstop Date (or such later date as may be agreed in writing by the Facility Agent, acting on the instructions of all the Lenders), the Total Commitments shall immediately, automatically and without a requirement for notice to be given to any person, be cancelled and reduced to zero. 6 UTILISATION 6.1 Utilisations under a Senior Facility Agreement Subject to the terms of this Agreement, a Borrower may utilise a Senior Facility under a Senior Facility Agreement to which it is a party on the terms and conditions of the applicable Senior Facility Agreement. 6.2 Automatic cancellation The Commitments of each Lender under the Senior Term Facility or the Senior RCF which, at that time, are unutilised, shall automatically be cancelled immediately at 11h00 on the last day of the Availability Period for the Senior Term Facility or, as applicable, the Senior RCF. 53 7 REPAYMENT Subject to the terms of this Agreement, each Borrower shall repay all Loans made to it under a Senior Facility Agreement to which it is a party in full, in the amounts and on the dates specified in that Senior Facility Agreement, and otherwise in accordance with the terms of that Senior Facility Agreement. 8 PREPAYMENT AND CANCELLATION 8.1 Mandatory prepayment - illegality If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Facility - 8.1.1 that Lender shall notify the Facility Agent as soon as reasonably practicable upon becoming aware of that event; 8.1.2 upon the Facility Agent notifying the Term/RCF Borrower, the Commitments of that Lender will be immediately cancelled; and 8.1.3 each Borrower shall repay that Lender's participation in the Loans (together with all other Senior Facility Outstandings due to that Lender) on the last day of the Interest Period for each Loan occurring after the Facility Agent has notified the Term/RCF Borrower (provided that if the last day of any such Interest Period for a Loan falls on a day earlier than the tenth Business Day after delivery of such notice, then the relevant Borrower shall make such repayment by no later than such tenth Business Day) or, if earlier, the date specified by the Lender in the notice delivered to the Facility Agent (being no earlier than the last day of any applicable grace period permitted by law). 8.2 Mandatory prepayment - sanctions 8.2.1 If any member of the Group or any Security Provider - 8.2.1.1 is or becomes a Sanctioned Entity; 8.2.1.2 participates in any manner in any Sanctioned Transaction; 8.2.1.3 contravenes any Sanctions, or it is targeted under any Sanctions, each Obligor shall notify the Facility Agent promptly upon becoming aware of that event (unless that Obligor is aware that a notification has already been provided by another Obligor). 54 8.2.2 If any event contemplated by clause [8.2.1 above](#a6167) occurs, the following shall apply - 8.2.2.1 upon the Facility Agent receiving a notice from an Obligor under clause [8.2.1](#a6167) [above](#a6167) or a similar notice from any Finance Party, it shall notify the Lenders as soon as reasonably practicable; 8.2.2.2 a Lender shall not be obliged to fund any Utilisation; 8.2.2.3 if a Lender so requires, the Facility Agent shall immediately cancel the Commitments of that Lender and declare the participation of that Lender in all outstanding Loans, together with all other Senior Facility Outstandings due to that Lender due and payable, whereupon the Commitments of that Lender will be cancelled immediately and all such outstanding amounts will become due and payable on the last day of the Interest Period for each Loan occurring after the Facility Agent has so notified the Term/RCF Borrower (provided that if the last day of any such Interest Period for a Loan falls on a day earlier than the tenth Business Day after delivery of such notice, then the Term/RCF Borrower shall procure that such repayment is made by no later than such tenth Business Day) or, if earlier, the date specified by the Facility Agent in that notice (being no earlier than the last day of any applicable grace period permitted by law or other legal obligation of any Finance Party). 8.3 Mandatory prepayment - change of control or transfer of business 8.3.1 If at any time – 8.3.1.1 prior to the date on which the Net Debt to EBITDA Ratio has been less than 1.75x for two consecutive Measurement Periods, VCP Investment Fund and VCP Investment Portfolios, collectively, do not, or cease to, hold legally and beneficially, and have the right to vote as they see fit 7.5% of the issued share capital of Holdco; 8.3.1.2 prior to the date on which the Net Debt to EBITDA Ratio has been less than 1.75x for two consecutive Measurement Periods, VCP Investment Fund and VCP Investment Portfolios collectively Dispose of 50% or more of the shares which they hold in Holdco as at the Signature Date; 8.3.1.3 prior to the date on which the Net Debt to EBITDA Ratio has been less than 1.75x for two consecutive Measurement Periods, VCP Investment Fund and 55 VCP Investment Portfolios cease to be able to appoint a director to the board of directors of Holdco; 8.3.1.4 if, without the prior written consent of the Facility Agent (acting on the instructions of the Majority Lenders), 4 or more of Ali Mazanderani, Lincoln Mali, Daniel Smith, Steven Heilbron, Naeem E. Kola, Martin Wright, George Roussos, Paul Kent and Basie Kok cease to be employed by Holdco or any member of the Covenant Group during the period from the Signature Date until the Discharge Date; 8.3.1.5 any person or group of persons directly or indirectly gains Control of Holdco; 8.3.1.6 the shares of common stock of Holdco are delisted from the NASDAQ stock market or the trade in those shares is suspended for more than three trading days (other than by reason of a general suspension of trading in securities by the NASDAQ stock market); 8.3.1.7 Holdco does not, or ceases to, hold legally and beneficially, and have the right to vote as it sees fit, directly, 100% of the issued share capital of Term/RCF Borrower, or otherwise ceases to Control the Term/RCF Borrower; 8.3.1.8 the Term/RCF Borrower does not, or ceases to, hold legally and beneficially, and have the right to vote as it seems fit, directly or indirectly, 100% of the issued share capital of any Obligor (other than Holdco), or otherwise ceases to Control any other Obligor (other than Holdco); 8.3.1.9 there is one or more sales (whether in a single transaction or a series of related transactions) over the term of this Agreement of assets of one or more members of the Covenant Group associated with any operating division or business which, on a cumulative basis taking account of each such asset's Rand contribution (direct or indirect) to total assets or Consolidated EBITDA of the Group for the Measurement Period most recently ended prior to its sale, aggregate more than 25% of total assets or Consolidated EBITDA of the Covenant Group for the Measurement Period most recently ended, (each a Control Event ) the Term/RCF Borrower shall promptly notify the Facility Agent upon becoming aware of that Control Event, and the following shall apply - 8.3.1.10 a Lender shall not be obliged to fund any Utilisation; and 56 8.3.1.11 if a Lender so requires by delivery of a notice to the Facility Agent to that effect within 30 Business Days of being notified by the Facility Agent that a Control Event has occurred, the Facility Agent shall, by notice to the Term/RCF Borrower, immediately cancel the Commitments of that Lender and declare the participation of that Lender in all outstanding Loans, together with all other Senior Facility Outstandings due to that Lender due and payable on the tenth Business Day following delivery of that notice, whereupon the Available Commitments of that Lender (as well as any WCF Commitment and any WesBank Commitment) will be cancelled immediately and all such outstanding amounts will become due and payable by no later than such tenth Business Day. 8.4 Mandatory prepayment - material disposal and insurance proceeds In this Agreement - 8.4.1 Excluded Insurance Proceeds means Insurance Proceeds received by a member of the Covenant Group (other than an Excluded Subsidiary) - 8.4.1.1 which are, or are to be, applied to meet a third party liability claim or to cover operating losses (including business interruption losses) in respect of which the relevant Insurance claim was made; 8.4.1.2 which are in an amount per claim which is R30,000,000 or less and, when taken together with the value of any other claims made by members of the Covenant Group (other than any Excluded Subsidiaries) during the term of this Agreement except for those insurance proceeds contemplated in clause [8.4.1.1](#a6419) above and clause [8.4.1.3](#a6453) below, are R30,000,000 or less; or 8.4.1.3 which, when taken together with the amount of Insurance Proceeds in respect of any other claims made by members of the Covenant Group (other than any Excluded Subsidiaries) during the term of this Agreement except for those proceeds contemplated in clause [8.4.1.2](#a6425) above, are more than R30,000,000, but only to the extent that, under the authority of a resolution of the directors of the relevant member of the Covenant Group, adopted and passed within 30 days of receipt of those Insurance Proceeds, they are to be or are contractually committed to be applied (and are then so applied), within 90 days of the date of receipt (or such longer period as the Facility Agent may agree in writing), in reinstating or replacing (on a like for like basis) any asset, or in defraying the loss or liability to which the claim relates; 57 8.4.2 Insurance Proceeds means the proceeds of a claim under any contract of Insurance maintained by or which may be claimed by a member of the Covenant Group (other than an Excluded Subsidiary), after deducting the reasonable, properly evidenced costs and expenses incurred by members of the Covenant Group (other than an Excluded Subsidiary ) to persons who are not members of the Covenant Group directly in connection with the recovery of that claim; 8.4.3 Material Insurance Proceeds means Insurance Proceeds other than Excluded Insurance Proceeds; and 8.4.4 Mobikwik Disposal Proceeds means the gross amount of consideration received by any member of the Group following a Disposal by the Group of any shares and/or claims held against Mobikwik and/or the Disposal of assets by Mobikwik and - 8.4.4.1 including the amount of any intercompany loan repaid by a person who ceases to be a member of the Group to continuing members of the Group; 8.4.4.2 treating any amount owing by, or set off by, any purchaser of assets as consideration received in cash; 8.4.4.3 treating consideration initially received in a form other than cash or such instruments, as being received when and if that consideration is converted into cash or such instruments or becomes readily so convertible on reasonable commercial terms; 8.4.4.4 after deducting Taxes (and amounts reserved in respect of Taxes) paid or payable as a result of that disposal of those assets in Mobikwik; and 8.4.4.5 after deducting the properly evidenced costs and expenses incurred directly in connection with that disposal of assets. 8.4.5 the Term/RCF Borrower must notify the Facility Agent within 10 Business Days of the receipt of any Mobikwik Disposal Proceeds or Material Insurance Proceeds by a member of the Group. 8.4.6 If a member of the Group receives any Material Insurance Proceeds or Mobikwik Disposal Proceeds, the Term/RCF Borrower shall offer to prepay the Senior Term Facility Loans and other Senior Term Facility Outstandings and the Senior RCF Loans and other Senior RCF Outstandings, and cancel Available Commitments under the Senior RCF, in an amount equal to the balance of those Mobikwik Disposal Proceeds or Material Insurance Proceeds, and procure that the Mobikwik Disposal Proceeds and 58 Material Insurance Proceeds are applied to discharge any payments and cancellations required to be made as a result of an acceptance of any such offer, all in accordance with the requirements of clause [9](#a6959) (Prepayment Offers and Priorities). 8.5 Voluntary prepayment The Term/RCF Borrower may, if the Term/RCF Borrower has given the Facility Agent not less than 5 Business Days' prior notice, prepay any Senior Term Facility Loan, Senior RCF Loan or other amount utilised under a Senior Term Facility or the Senior RCF at any time, in whole or in part. A prepayment of part of a Senior Term Facility Loan or Senior RCF Loan must be in a minimum amount of ZAR10,000,000 and an integral multiple of ZAR1,000,000 or such lesser amount as may be outstanding under the Finance Documents (or such other amount as may be agreed by the Facility Agent). The Borrower may, in its discretion, elect whether to prepay any Senior Term Facility Loan or any Senior RCF Loan. 8.6 Voluntary cancellation 8.6.1 The Term/RCF Borrower may, by giving the Facility Agent not less than 10 Business Days' prior notice (or such shorter period as the Facility Agent may agree in writing) cancel an Available Facility under the Senior Term Facility, in whole or in part. A partial cancellation of any such Available Facility must be in a minimum amount of ZAR10,000,000 and an integral multiple of ZAR1,000,000 or, if less, the Available Facility applicable at that time. 8.6.2 Any partial cancellation of an Available Facility under this clause must be applied against the Commitment of each Lender under the relevant Senior Facility pro rata . 8.6.3 A Working Capital Facility may be cancelled as provided in the WCF Documents. 8.6.4 A WesBank Facility may be cancelled as provided in the WesBank Agreement. 8.7 Cancellation and prepayment of a single Lender on a change of costs 8.7.1 If - 8.7.1.1 any sum payable to any Lender by an Obligor is required to be increased under clause [14.2](#a7752) (Tax gross-up); or 8.7.1.2 any Lender claims indemnification from the Term/RCF Borrower or any other Obligor under clause [14.3](#a7801) (Tax indemnity) or clause [15](#a8005) (Changes in Costs), 59 the Term/RCF Borrower may, whilst the circumstance giving rise to the requirement for that increase or indemnification continues, give the Facility Agent notice of cancellation of the Commitments of that Lender and its intention to procure the repayment of that Lender's participation in the Loans. 8.7.2 On receipt of a notice of cancellation referred to in clause [8.7.1 above](#a6655) , the Commitments of that Lender shall immediately be cancelled and reduced to zero. 8.7.3 On the last day of each Interest Period in relation to a Loan which ends after the Term/RCF Borrower has given notice of cancellation and/or repayment under clause [8.7.1 above](#a6655) (or earlier, subject to the payment of any Break Costs), each Borrower to which a Utilisation is outstanding shall repay that Lender's participation in the relevant Utilisations together with all other Senior Facility Outstandings owed to that Lender under the relevant Facilities. 8.8 Re-borrowing and reinstatement 8.8.1 No amount of a Senior Term Facility Loan paid, repaid or prepaid under this Agreement or the Senior Term Facility Agreement may be re-borrowed under the Senior Term Facility Agreement. 8.8.2 Unless a contrary indication appears in this Agreement, the amount of any Loan voluntarily prepaid under the Senior RCF pursuant to clause [8.5](#a6579) (Voluntary prepayment) may be re-borrowed on the terms of the Senior RCF Agreement. 8.8.3 Unless a contrary indication appears in this Agreement, the amount of any Loan paid, repaid or prepaid under a Working Capital Facility, may be re-borrowed subject to and in accordance with the terms of the relevant WCF Documents. 8.8.4 No amount of the Total Commitments cancelled under this Agreement or a Senior Facility Agreement may be reinstated other than Total Senior RCF Commitments in accordance with the provisions of clause [3.2](#a5787) (Senior RCF). 8.9 Application of partial prepayments Any amount to be applied in prepayment of Senior Term Facility Loans (and other Senior Term Facility Outstandings) or Senior RCF Loans (and other Senior RCF Outstandings) in accordance with this Agreement or a Senior Facility Agreement - 8.9.1 in respect of a Senior Term Facility, shall be applied in or towards discharging the participation of Lenders in Loans and other Senior Facility Outstandings under that 60 Senior Term Facility in each Lender's Pro Rata Share (and for purposes of determining its Pro Rata Share the provisions of clause [9.1.2](#a7037) above shall be applied mutatis mutandis ); 8.9.2 in respect of voluntary prepayments in relation to the Senior RCF, shall be applied in or towards discharging the participation of Lenders in Loans and other Senior Facility Outstandings under the Senior RCF in each such Lender's Pro Rata Share (and for purposes of determining its Pro Rata Share the provisions of clause [9.1.2](#a7037) above shall be applied mutatis mutandis ); 8.9.3 in respect of any mandatory prepayment of Senior RCF, shall be applied in or towards discharging the participation of Lenders in Loans and other Senior Facility Outstandings under the Senior RCF and a cancellation of the RCF Commitments, in each such Lender's Pro Rata Share (and for purposes of determining its Pro Rata Share the provisions of clause [9.1.2](#a7037) above shall be applied mutatis mutandis ); and 8.9.4 in respect of any mandatory prepayment of Senior RCF Loans made to the Lenders in accordance with the provisions of clause [22.4](#a11411) (Cure Amounts - mandatory prepayment), shall be applied in prepayment of the Lenders' participation in Loans and other Senior Facility Outstandings under the Senior RCF and a cancellation of the RCF Commitments, in each such Lender's Pro Rata Share (and for purposes of determining its Pro Rata Share the provisions of clause [9.1.2](#a7037) above shall be applied mutatis mutandis ),, except, in respect of clauses [8.9.1](#a6765) and [8.9.2](#a6791) above, for a prepayment which is required to be made to a particular Lender or Lenders under this clause [8](#a6120) or under clause [9](#a6959) (Prepayment Offers and Priorities). 8.10 Other provisions 8.10.1 If the Facility Agent receives any notice of prepayment or cancellation under this clause [8](#a6120) or a Senior Facility Agreement, or an offer of prepayment under clause [9.1](#a6979) (Initial Prepayment Offers), it shall forward a copy of that notice as soon as reasonably practicable to the Term/RCF Borrower or the affected Finance Parties, as appropriate. 8.10.2 Any notice of prepayment or cancellation given by a Party under this clause [8](#a6120) or a Senior Facility Agreement, or an offer of prepayment under clause [9.1](#a6979) (Initial Prepayment Offers), shall be irrevocable and, unless a contrary indication appears in a Finance Document, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment. 61 8.10.3 Except as expressly otherwise provided in this clause [8](#a6120) or a Senior Facility Agreement, any prepayment shall be made together with accrued interest on the amount prepaid, without premium or penalty except for any Break Costs, Break Gains or applicable Refinancing Penalties which arise, as a result of such prepayment or as may be otherwise provided in the applicable Senior Facility Agreement. 8.10.4 No Borrower shall pay, repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement and the applicable Senior Facility Agreement. 8.10.5 The Facility Agent may agree a shorter notice period for a voluntary prepayment or a voluntary cancellation under a Senior Facility. 8.11 Refinancing Subject to the Further Rights Letter, the Term/RCF Borrower may prepay (or procure the prepayment of) any Senior Term Facility Loan and other Senior Term Facility Outstandings and/or any Senior RCF Loan and other Senior RCF Outstandings from amounts raised under a Refinancing, on the condition that all other Senior Term Facility Loans and other Senior Term Facility Outstandings and Senior RCF Loans and other Senior RCF Outstandings are prepaid in full at the same time and the Total Senior Term Facility Commitments and Total Senior RCF Commitments are cancelled and reduced to zero. 9 PREPAYMENT OFFERS AND PRIORITIES The provisions of this clause [9](#a6959) shall apply to all amounts that are required to be offered towards the prepayment of the Senior Term Facility Loans (and other Senior Term Facility Outstandings) and Senior RCF Loans (and other Senior RCF Outstandings), and cancellation of Available Commitments under the Senior RCF, pursuant to clauses [8.4](#a6395) (Mandatory prepayment - material disposal and insurance proceeds). 9.1 Initial Prepayment Offers 9.1.1 If a member of the Group receives any amount of Mobikwik Disposal Proceeds and/or a member of the Covenant Group (other than an Excluded Subsidiary) receives any Material Insurance Proceeds (the Distributable Balance ), the Term/RCF Borrower, by way of a notice (an Initial Offer Notice ) delivered to the Facility Agent no later than 10 Business Days after receipt of those Mobikwik Disposal Proceeds and/or Material Insurance Proceeds, shall offer (an Initial Prepayment Offer ) to - 62 9.1.1.1 pay and discharge the participation of each Lender in Senior Term Facility Loans (and other Senior Term Facility Outstandings) that remain outstanding under the Senior Term Facilities; and 9.1.1.2 pay and discharge the participation of each Lender in Senior RCF Loans (and other Senior RCF Outstandings) that remain outstanding under the Senior RCF and/or cancel Available Commitments in relation to the Senior RCF, in each case, for an amount determined in accordance with clause [9.1.2](#a7037) below (in respect of each such Lender, its Distributable Share ), and such notice shall stipulate how the Term/RCF Borrower intends to apply any remaining balance (or any part thereof), as contemplated in clause [9.4](#a7339) ( Remaining amount of Distributable Balance ). 9.1.2 Each Lender's Distributable Share shall be determined as follows - 9.1.2.1 the Distributable Balance will be deemed to be offered by the Term/RCF Borrower in prepayment of all Senior Term Facility Loans (and other Senior Term Facility Outstandings), and in prepayment and/or cancellation of all Senior RCF Loans (and other Senior RCF Outstandings) and Available Commitment in relation to the Senior RCF, in proportion to the Senior Term Facilities' and the Senior RCF's Senior Facility Pro Rata Share (defined below); 9.1.2.2 in relation to the Senior Term Facility, a Lender's Distributable Share under the Senior Term Facility (in respect of each such Lender, its Pro Rata Share ) will be - 9.1.2.2.1 if at any relevant time there are no Senior Term Facility Outstandings under the Senior Term Facility, its pro rata proportion of the relevant Senior Facility Pro Rata Share determined by applying that Lender's Commitment under the Senior Term Facility to all the Commitments under the Senior Term Facility; or 9.1.2.2.2 at any other time, its pro rata proportion of the relevant Senior Facility Pro Rata Share determined by applying that Lender's Senior Term Facility Outstandings under that Senior Term Facility to all the Senior Term Facility Outstandings under the Senior Term Facility; and 9.1.2.3 in relation to the Senior RCF, a Senior RCF Lender's Distributable Share under the Senior RCF (in respect of each such Lender, its Pro Rata Share ) will be its 63 pro rata proportion of the relevant Senior Facility Pro Rata Share determined by applying that Lender's Senior RCF Commitment to all the Total Senior RCF Commitments. 9.1.3 For purposes of this clause [9.1](#a6979) , Senior Facility Pro Rata Share , at any relevant time, in respect of the Senior Term Facility or the Senior RCF (a Relevant Senior Facility ), means the proportion (expressed as a percentage) borne by - 9.1.3.1 the aggregate amount, at that time, of (i) the Senior Facility Outstandings under the Relevant Senior Facility, and (ii) the Available Commitment under the Relevant Senior Facility; to 9.1.3.2 the aggregate amount, at that time, of (i) the Senior Facility Outstandings under all Senior Term Facilities and the Senior RCF, and (ii) the Available Commitment under the Senior RCF. 9.2 Acceptances and Additional Prepayment Offers 9.2.1 If a Lender wishes to accept an Initial Prepayment Offer or any part thereof, it must advise the Facility Agent of its acceptance and provide to it the following details - 9.2.1.1 the amount of its available Distributable Share which it requires to be paid to it and/or, as applicable, applied in cancellation of its Available Commitments under the Senior RCF (an Accepted Prepayment Amount ); and 9.2.1.2 the maximum amount (the Additional Acceptances Limit ) of any additional part of the Distributable Balance it would be prepared to accept (if any) in or towards payment and discharge of its participation in Senior Term Facility Loans (and other Senior Term Facility Outstandings) that remain outstanding under the Senior Term Facilities and Senior RCF Loans (and other Senior RCF Outstandings) that remain outstanding under the Senior RCF, in circumstances where one or more Lenders were to decline the applicable Initial Prepayment Offers made to them, 9.2.2 by way of a notice delivered to the Facility Agent no later than 5 Business Days after receipt of any applicable Initial Offer Notice (each such Lender which accepts any applicable Initial Prepayment Offer for the amount of its Distributable Share or any part thereof, being a Participating Lender ). If a Lender fails to advise the Facility Agent of its acceptance of an Initial Prepayment Offer, as required under this clause, then it shall be deemed to have accepted the Initial Prepayment Offer in full. 64 9.2.3 The Facility Agent will advise the Term/RCF Borrower and the Lenders, by way of a notice (an Acceptances Confirmation ) delivered to each of them within 2 Business Days following expiry of the 5 Business Day period within which any applicable Initial Prepayment Offers may be accepted, of the following - 9.2.3.1 the Initial Prepayment Offers accepted (including offers that are deemed to have been accepted) and declined and the aggregate amount of Distributable Shares for which Initial Prepayment Offers have been declined (the Declined Balance ); and 9.2.3.2 in relation to each Participating Lender, that portion of the Declined Balance allocable to it (the Additional Prepayment Amount ), being its Pro Rata Share (and for purposes of determining its Pro Rata Share the provisions of clause [9.1.2](#a7037) above shall be applied mutatis mutandis except that (i) reference in that clause to Distributable Share shall be deemed to be a reference to a Lender's Additional Prepayment Amount, (ii) reference in that clause to Distributable Balance shall be deemed to be a reference to the amount of the Declined Balance and (iii) it is assumed that the Senior Term Facility Outstandings, Senior RCF Outstandings and Senior RCF Commitments of the Lenders declining the Initial Prepayment Offer are nil) of the Declined Balance limited to its Additional Acceptances Limit. 9.2.4 Upon delivery of an Acceptances Confirmation - 9.2.4.1 the Term/RCF Borrower will be irrevocably deemed to have offered (the Additional Prepayment Offer ) to pay and discharge to each Participating Lender (in addition to amounts accepted by it pursuant to clause [9.2.1 above](#a7133) ) its participation in Senior Term Facility Loans (and other Senior Term Facility Outstandings) that remain outstanding and the Senior RCF Loans (and other Senior RCF Outstandings) that remain outstanding; and 9.2.4.2 each Participating Lender will be deemed to have accepted the Additional Prepayment Offer, 9.2.5 in each case, for an amount equal to the Additional Prepayment Amount of each such Lender. 9.3 Application of payment 65 Following a receipt of any Mobikwik Disposal Proceeds and/or Material Insurance Proceeds and delivery of an Acceptances Confirmation to the Term/RCF Borrower, the Term/RCF Borrower shall pay to the Facility Agent, for the account of each Participating Lender, the Accepted Prepayment Amount and the Additional Prepayment Amount (if any) of that Participating Lender, in full - 9.3.1 on the Interest Payment Date immediately following- 9.3.1.1 receipt of the Mobikwik Disposal Proceeds; 9.3.1.2 expiry of the 30-day period referred to in the definition of Excluded Insurance Proceeds in clause [8.4](#a6395) (Mandatory prepayment - material disposal and insurance proceeds) (the 30-Day Period ) if a resolution of the directors of the relevant member of the Covenant Group has not been adopted and passed within the 30- Day Period; or 9.3.1.3 expiry of where a resolution of the directors of the relevant member of the Covenant Group has been adopted and passed within the 30-Day Period, the 90- day period referred to in the definitions of Excluded Insurance Proceeds in clause [8.4](#a6395) (Mandatory prepayment - material disposal and insurance proceeds) if the relevant Material Insurance Proceeds have not been applied within that 90-day period; or 9.3.2 if an Event of Default is continuing, no later than the first Business Day following the date on which the Facility Agent delivers an Acceptances Confirmation to the Term/RCF Borrower, and in respect of any Participating Lender in relation to the Senior RCF, its Accepted Prepayment Amount and the Additional Prepayment Amount (if any) shall be applied in the following order - 9.3.2.1 firstly, in prepayment of its participation in Senior RCF Loans and other Senior RCF Outstandings, with a corresponding cancellation of RCF Commitments; and 9.3.2.2 secondly and without double counting, in cancellation of its Available Commitments under the Senior RCF. 9.4 Remaining amount of Distributable Balance 66 If, after having implemented the provisions of clauses [9.1](#a6979) and [9.2 above](#a7129) , the full amount of any Distributable Balance offered to Lenders is not required to be applied in or towards the payment, repayment or prepayment of Senior Term Facility Loans and other Senior Term Facility Outstandings and Senior RCF Loans and other Senior RCF Outstandings, any remaining balance (or any part thereof) (the Remaining Distributable Balance ) shall be available for application as follows - 9.4.1 it may be retained in the Covenant Group and used for the general operations of the members of the Covenant Group; and 9.4.2 it may be used to make a distribution to Holdco subject to the requirements of clause [23.21.2](#a14044) (Distributions). 10 INTEREST AND INTEREST PERIODS 10.1 Calculation, accrual and payment All interest on a Loan made to a Borrower under a Senior Facility Agreement shall be calculated, accrue and be paid by that Borrower for the account of the Lenders under the relevant Senior Facility in accordance with the terms of that Senior Facility Agreement. 10.2 Interest Periods The Interest Periods which apply to a Loan or Unpaid Sum made to a Borrower under a Senior Facility Agreement shall be governed by the terms of that Senior Facility Agreement. 11 CHANGES TO THE CALCULATION OF INTEREST 11.1 Absence of quotations Subject to clause [11.2 below](#a7412) , if JIBAR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by 12h00 on the Quotation Day, JIBAR shall be determined on the basis of the quotations provided by the remaining Reference Banks. 11.2 Market disruption 11.2.1 If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the rate of interest on each Lender's share of that Loan for the Interest Period shall be the percentage rate per annum which is the sum of - 11.2.1.1 the Applicable Margin; and 67 11.2.1.2 the highest of the rates notified to the Facility Agent by the relevant Lenders as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to those Lenders of funding their participation in that Loan from whatever source(s) they may reasonably select. 11.2.2 In this Agreement Market Disruption Event means, in relation to a Senior Term Facility or the Senior RCF - 11.2.2.1 at or about noon on the Quotation Day for the relevant Interest Period the Screen Rate is not available and none or only one of the Reference Banks supplies a rate to the Facility Agent to determine JIBAR for the relevant Interest Period; or 11.2.2.2 before close of business in Johannesburg on the Quotation Day for the relevant Interest Period, the Facility Agent receives notifications from one or more Lenders whose aggregate participations in Loans under the applicable Facility exceed 30 per cent. of aggregate principal amount of Loans outstanding under that Senior Facility that - 11.2.2.2.1 the cost to them of funding their participation in that Loan from whatever source they may reasonably select would be in excess of JIBAR (provided that the relevant Lenders must first consider funding available in the Johannesburg Interbank Market prior to considering other sources of funding); 11.2.2.2.2 the cost to it or them of obtaining matching deposits in the Johannesburg interbank market would be in excess of JIBAR for the relevant Interest Period; or 11.2.2.2.3 matching deposits will not be available to them in the Johannesburg interbank market in the ordinary course of business to fund their participation in that Loan for the relevant Interest Period. 11.3 Alternative basis of interest or funding 11.3.1 Without prejudice to the generality of clause [11.2 above](#a7412) , if a Market Disruption Event occurs and the Facility Agent or the Term/RCF Borrower so requires, the Facility Agent and the Term/RCF Borrower shall enter into negotiations (for a period of not more than 30 days, or such longer period as the Facility Agent may agree) with a view to agreeing a substitute basis for determining the rate of interest. 68 11.3.2 Any alternative basis agreed pursuant to clause [11.3.1 above](#a7496) shall, with the prior consent of all the Lenders and the Term/RCF Borrower, be binding on all Parties. 11.4 Replacement of Screen Rate 11.4.1 If a Screen Rate Replacement Event has occurred in relation to the Screen Rate, the Parties shall enter into negotiations in good faith with a view to agreeing the use of a Replacement Benchmark in place of that Screen Rate. 11.4.2 Any amendment or waiver which relates to providing for the use of a Replacement Benchmark and - 11.4.2.1 aligning any provision of any Finance Document to the use of that Replacement Benchmark; 11.4.2.2 enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement); 11.4.2.3 implementing market conventions applicable to that Replacement Benchmark; 11.4.2.4 providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or 11.4.2.5 adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Benchmark (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or recommendation), may be made with the consent of the Parties. 12 BREAK COSTS AND BREAK GAINS 12.1 Each Borrower shall, within 3 Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or Unpaid Sum being repaid or prepaid on a day other than the last day of an Interest Period for that Loan or Unpaid Sum. 69 12.2 On the condition that no Event of Default is then continuing, a Senior Term Facility Lender or Senior RCF Lender, as applicable, shall, within 10 Business Days of demand by the Term/RCF Borrower, pay to the Term/RCF Borrower the amount of any Break Gains attributable to all or any part of the participation of that Senior Term Facility Lender or Senior RCF Lender in a Loan being repaid or prepaid on a day other than the last day of an Interest Period for that Loan. 12.3 Each Lender shall, as soon as reasonably practicable after a demand by the Facility Agent (made following receipt by the Facility Agent of a written request from the Term/RCF Borrower to make such demand), provide a certificate confirming the amount of its Break Costs or Break Gains (as applicable) for any Interest Period in which they accrue. 13 FEES 13.1 Non-refundable Deal Structuring Fee The Term/RCF Borrower shall pay to each Original Senior Lender a non-refundable deal structuring fee in the amount and at the times agreed in a Fee Letter. 13.2 Commitment Fees 13.2.1 The Term/RCF Borrower must pay to the Facility Agent (for the account of each Senior RCF Lender and each Senior Term Facility Lender, if applicable) a commitment fee computed at the rate equal to 30% of the applicable Margin on that Senior Term Facility Lender's Available Commitment or that Senior RCF Lender's Available Commitment (except ignoring for the purpose of determining Available Commitment in this context the provisions of clause [2.1.13.2](#a875) of clause [2.1.13](#a862) (Definitions)) under the applicable Senior Term Facility or the Senior RCF for the Availability Period applicable to that Senior Term Facility or the Senior RCF. 13.2.2 The accrued commitment fees accrue daily with effect from the Closing Date and are payable on each Interest Payment Date which occurs during the relevant period during which commitment fees apply, on the last day of the relevant Availability Period and, if cancelled in full, on the cancelled amount of the relevant Lender's Commitment at the time the cancellation is effective. 13.3 Agency fee The Term/RCF Borrower shall pay to the Facility Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter. 70 13.4 Administration fee The Term/RCF Borrower shall pay to TMF Corporate Services (South Africa) Proprietary Limited the administration services fees in the amounts and at the times agreed in the letter by TMF Corporate Services (South Africa) Proprietary Limited, dated 24 June 2024 (as amended from time to time, with the approval of the Facility Agent). 14 TAX GROSS-UP AND INDEMNITIES 14.1 Definitions 14.1.1 In this Agreement - 14.1.2 Protected Party means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document; 14.1.3 Tax Credit means a credit against, relief or remission for, or repayment of any Tax; 14.1.4 Tax Deduction means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction; 14.1.5 Tax Payment means either the increase in a payment made by an Obligor to a Finance Party under clause [14.2 below](#a7752) or a payment under clause [14.3 below.](#a7801) 14.1.6 Unless a contrary indication appears, in this clause [14](#a7688) a reference to determines or determined means a determination made in the absolute discretion of the person making the determination. 14.2 Tax gross -up 14.2.1 Each Obligor shall make all payments to be made by it free and clear of and without any Tax Deduction, unless a Tax Deduction is required by law. 14.2.2 The Term/RCF Borrower shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent, as soon as reasonably practicable, on becoming so aware in respect of a payment payable to that Lender. If the Facility Agent receives such notification from a Lender it shall notify the Term/RCF Borrower and that Obligor. 71 14.2.3 If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required. 14.2.4 If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law. 14.2.5 Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Facility Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. 14.3 Tax indemnity 14.3.1 Each Obligor shall (within three Business Days of demand by the Facility Agent) indemnify each Protected Party against, and shall pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect of a Finance Document. 14.3.2 Clause [14.3.1 above](#a7805) shall not apply - 14.3.2.1 with respect to any Tax assessed on a Finance Party - (A) under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) in which that Finance Party is treated as resident for tax purposes or (B) under the law of the jurisdiction in which that Finance Party's facility office is located in respect of amounts received or receivable in that jurisdiction, if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party; 14.3.2.2 to the extent a loss, liability or cost is compensated for by an increased payment under clause [14.2](#a7752) (Tax gross-up) or relates to a FATCA Deduction required to be made by a Party. 14.3.3 A Protected Party making, or intending to make a claim under clause [14.3.1 above](#a7805) , shall notify the Facility Agent as soon as reasonably practicable of the event which 72 will give, or has given, rise to the claim, following which the Facility Agent shall notify the Term/RCF Borrower or relevant Obligor of such claim. 14.3.4 A Protected Party shall, on receiving a payment from an Obligor under this clause [14.3](#a7801) , notify the Facility Agent. 14.4 Tax Credit Subject to clause [29](#a16362) (Conduct of Business by the Finance Parties), if an Obligor makes a Tax Payment and the relevant Finance Party determines that - 14.4.1 a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part, or to that Tax Payment; and 14.4.2 that Finance Party has obtained, utilised and retained that Tax Credit, the Finance Party shall pay an amount to that Obligor, as soon as reasonably practicable, which that Finance Party determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor. 14.5 Stamp taxes Each Obligor shall (within three Business Days of demand) indemnify each Finance Party against, and shall pay to the relevant Finance Party, any cost, loss or liability that the relevant Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document. 14.6 Value added tax 14.6.1 All amounts set out or expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute the consideration for a supply or supplies for VAT purposes shall be deemed to be exclusive of any VAT which is chargeable on such supply or supplies, and accordingly, subject to clause [14.6.2 below](#a7927) , if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document, that Party shall pay to the Finance Party (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of such VAT (and such Finance Party shall provide an appropriate VAT invoice to such Party as soon as reasonably practicable). 14.6.2 If VAT is or becomes chargeable on any supply made by any Finance Party (the Supplier ) to any other Finance Party (the Recipient ) under a Finance Document, and 73 any Party other than the Recipient (the Subject Party ) is required by the terms of any Finance Document to pay an amount equal to the consideration for such supply to the Supplier (rather than being required to reimburse the Recipient in respect of that consideration), such Party shall also pay to the Supplier (in addition to and at the same time as paying such amount) an amount equal to the amount of such VAT. The Recipient will promptly pay to the Subject Party an amount equal to any credit or repayment obtained by the Recipient from the relevant tax authority which the Recipient reasonably determines is in respect of such VAT. 14.6.3 Notwithstanding anything to the contrary contained in this clause [14.6](#a7907) (Value Added Tax), each Obligor irrevocably and unconditionally appoints the Facility Agent and each Lender as its representative and agent to, in its name place and stead, and for and on its behalf, make payment of all expenses referred to in clause [18](#a8529) (Costs and Expenses) directly to such third parties as is contemplated in clause [18](#a8529) (Costs and Expenses), which amounts shall be immediately due and recoverable from the relevant Obligor on demand. 14.6.4 Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any costs or expenses, that Party shall reimburse or indemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part thereof as represents VAT, save to the extent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority. 14.7 FATCA Deduction 14.7.1 Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party is required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction. 14.7.2 Each Party must, promptly on becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment and, in addition, must notify the Term/RCF Borrower and the Facility Agent, and the Facility Agent must promptly notify the other Finance Parties. 74 15 CHANGES IN COSTS 15.1 Increased costs 15.1.1 Subject to clause [15.3 below](#a8214) , the Term/RCF Borrower shall, within three Business Days of a demand by the Facility Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of - 15.1.1.1 the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation; 15.1.1.2 compliance with any law or regulation; or 15.1.1.3 compliance with any aspect of the Consolidated Basel Framework (including any national regulation which implements the Consolidated Basel Framework) whether implemented before or after the Signature Date, including, without limitation, any such law or regulation (including the Consolidated Basel Framework) concerning capital adequacy requirements, liquid asset holding requirements, special deposit requirements, prudential limits, reserve assets or Tax. 15.1.2 In this Agreement - 15.1.3 Increased Costs means - 15.1.3.1 a reduction in the rate of return from a Senior Facility or on a Finance Party's (or its Affiliate's) overall capital (including, without limitation, as a result of any reduction in the rate of return on capital brought about by more capital being required to be allocated by such Finance Party); 15.1.3.2 an additional or increased cost; or 15.1.3.3 a reduction of any amount due and payable under any Finance Document, which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document; 15.1.4 Basel IV means papers prepared by the Basel Committee on Banking Supervision (i) in January 2016 entitled "Minimum Capital Market Requirements", (ii) in March 2016 entitled "Revisions to the Standardised Approach for credit risk", (iii) in June 2016 entitled "Reducing variation in credit risk-weighted assets – constraints on the use of 75 internal model approaches", and (iv) all other publications considered part of Basel IV, and in each case, as updated from time to time, or any rules, regulations, guidance, interpretations or directives promulgated or issued in connection therewith by any bank regulatory agency (whether or not having the force of law but which are generally complied with); 15.1.5 Consolidated Basel Framework means - 15.1.5.1 the agreements on capital requirements, leverage ratio and liquidity standards contained in Basel III - A global regulatory framework for more resilient banks and banking systems, Basel III - International framework for liquidity risk measurement, standards and monitoring and Guidance for national authorities operating the countercyclical capital buffer published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented, restated or reformed; 15.1.5.2 the rules for global systemically important banks contained in Global systemically important banks - assessment methodology and the additional loss absorbency requirement - Rules text published by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and 15.1.5.3 any revised principles or standards published by the Basel Committee on Banking Supervision relating to any reforms of Basel III or other principles and standards incorporated into the consolidated Basel Framework by the Basel Committee on Banking Supervision relating to the regulation, supervision, governance and risk management of the banking sector; and 15.1.5.4 any other guidance, standards or directives published by the Basel Committee on Banking Supervision relating to Basel III, the Basel III reforms or Basel IV; 15.2 Increased Cost claims 15.2.1 A Finance Party intending to make a claim pursuant to clause [15.1 above](#a8009) shall notify the Facility Agent, as soon as reasonably possible after becoming aware of the claim, of the event giving rise to the claim, following which the Facility Agent shall notify the Term/RCF Borrower as soon as reasonably practicable. 15.2.2 Each Finance Party shall, as soon as practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its Increased Costs and setting out a 76 calculation of the amount of its Increased Cost (without having to provide details of the manner in which any variable (including any figure or data) used in the calculation of its Increased Cost was determined). 15.3 Exceptions 15.3.1 Clause [15.1](#a8009) (Increased costs) does not apply to the extent any Increased Cost is - 15.3.1.1 attributable to a Tax Deduction required by law to be made by an Obligor; 15.3.1.2 compensated for by clause [14.3](#a7801) (Tax indemnity) (or would have been compensated for under that clause but was not so compensated solely because any of the exclusions in that clause applied); 15.3.1.3 attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation; or 15.3.1.4 attributable to a FATCA Deduction required to be made by a Party. 15.3.2 In this clause [15.3](#a8214) , a reference to a Tax Deduction has the same meaning given to the term in clause [14.1](#a7694) (Definitions). 16 OTHER INDEMNITIES 16.1 Currency indemnity 16.1.1 If any sum due from an Obligor under the Finance Documents (a Sum ), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the First Currency ) in which that Sum is payable into another currency (the Second Currency ) for the purpose of - 16.1.1.1 making or filing a claim or proof against that Obligor; or 16.1.1.2 obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings, 16.1.2 that Obligor shall as an independent obligation, within three Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum. 77 16.1.3 Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable. 16.2 Other indemnities 16.2.1 The Obligors shall, within three Business Days of demand, indemnify each Finance Party against, and shall pay to each Finance Party, any properly evidenced cost or any loss or liability (other than consequential damages or opportunity costs) incurred by that Finance Party as a result of - 16.2.1.1 the occurrence of any Default; 16.2.1.2 any information produced or approved by Holdco or any member of the Covenant Group under or in connection with the Finance Documents being misleading or deceptive in any respect; 16.2.1.3 any enquiry, investigation, subpoena (or similar order) or litigation with respect to any Obligor or other Security Provider, or with respect to the transactions contemplated or financed under this Agreement; 16.2.1.4 a failure by an Obligor or other Security Provider to pay any amount due under a Finance Document on its due date; 16.2.1.5 funding, or making arrangements to fund, its participation in a Loan requested by a Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of gross negligence or wilful default of that Finance Party alone); or 16.2.1.6 a Loan (or part of a Loan) not being prepaid in accordance with the terms of this Agreement. 16.2.2 Each Obligor’s liability in each case includes any loss or expense on account of funds borrowed, contracted for or utilised to fund any amount payable under any Finance Document or any Loan. 16.3 Indemnity to the Facility Agent 16.3.1 Each Obligor hereby indemnifies the Facility Agent against, and shall pay to the Facility Agent within three Business Days of demand, any cost, loss or liability (other 78 than consequential damages or opportunity costs) incurred by the Facility Agent as a result of - 16.3.1.1 investigating or taking any other action in connection with any event which it reasonably believes is a Default; or 16.3.1.2 acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised. 16.3.2 Each Obligor hereby indemnifies the Facility Agent against, and shall pay to the Facility Agent within three Business Days of demand, any cost, loss or liability incurred by the Facility Agent as a result of - 16.3.2.1 the taking, holding, protection or enforcement of any Transaction Security (or giving any instructions to the Debt Guarantor in this regard); 16.3.2.2 any default by an Obligor in the performance of any of the obligations expressed to be assumed by it under the Finance Documents; or 16.3.2.3 the performance of its functions or the exercise of the rights, powers, discretions and remedies vested in the Facility Agent, in its capacity as such, by the Finance Documents or by law, except for any such cost, loss or liability arising as a result of the gross negligence or wilful default of the Facility Agent. 16.3.3 The Term/RCF Borrower shall reimburse to the Facility Agent all such out-of-pocket expenses actually and reasonably incurred and properly evidenced within 5 Business Days of the Facility Agent presenting the Term/RCF Borrower with a tax invoice in respect thereof. 16.4 Indemnity to the Debt Guarantor Each Obligor hereby indemnifies the Debt Guarantor against, and shall pay to the Facility Agent for the account of the Debt Guarantor, on demand, any cost, loss or liability (other than consequential damages or opportunity costs) incurred by the Debt Guarantor as a result of - 16.4.1 acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised (other than by reason of gross negligence or wilful default of the Debt Guarantor); 16.4.2 the taking, holding or enforcement of any Transaction Security; 79 16.4.3 the performance of its functions or the exercise of the rights, in its capacity as such, under the Finance Documents, except for any such cost, loss or liability arising as a result of the gross negligence or wilful default of the Debt Guarantor; 16.4.4 any breach by an Obligor of its obligations under the Finance Documents. 17 MITIGATION BY THE LENDERS 17.1 Mitigation 17.1.1 Each Finance Party shall, in consultation with the Term/RCF Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of clause [8.1](#a6124) (Mandatory prepayment - Illegality), clause [14](#a7688) (Tax Gross-up and Indemnities) or clause [15](#a8005) (Changes in Costs). 17.1.2 Clause [17.1.1 above](#a8470) does not in any way limit the obligations of any Obligor under the Finance Documents. 17.2 Limitation of liability 17.2.1 The Term/RCF Borrower hereby indemnifies each Finance Party against, and undertakes to pay to it on demand, all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under clause [17.1 above.](#a8466) 17.2.2 A Finance Party is not obliged to take any steps under clause [17.1 above](#a8466) if, in the opinion of that Finance Party (acting reasonably) - 17.2.2.1 any law or regulation would not allow or permit it; or 17.2.2.2 to do so might be prejudicial to it. 18 COSTS AND EXPENSES 18.1 Transaction expenses 18.1.1 The Term/RCF Borrower shall promptly on demand pay the Facility Agent the amount of all costs and expenses (including legal fees) incurred by it in connection with the negotiation, preparation, printing and execution of - 18.1.1.1 this Agreement, the other Finance Documents and any other documents referred to in this Agreement (including all costs of registering or perfecting Transaction Security); and 80 18.1.1.2 any Finance Documents executed after the Signature Date. 18.1.2 For the avoidance of doubt the Term/RCF Borrower will be liable for the costs contemplated in clause [8.1.1](#a6137) notwithstanding that this Agreement or any other Finance Documents are not executed or if the Facilities are not advanced or are withdrawn. 18.2 Amendment costs 18.2.1 If an Obligor requests an amendment, waiver or consent, the Term/RCF Borrower shall, within three Business Days of demand, reimburse each Finance Party for the amount of all costs and expenses (including legal fees) incurred by that Finance Party in relation to any such requested amendment, waiver or consent. 18.2.2 If there is any change in law or any regulation which requires an amendment, waiver or consent under the Finance Documents, the Term/RCF Borrower shall, within three Business Days of demand, reimburse each Finance Party for the amount of all costs and expenses (including legal fees) incurred by that Finance Party in connection with any such required amendment, waiver or consent. 18.3 Enforcement costs The Term/RCF Borrower shall, within three Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal fees on the scale as between attorney and own client whether incurred before or after judgment) incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document. 19 GUARANTEE AND INDEMNITY 19.1 Guarantee and indemnity Each Guarantor irrevocably and unconditionally jointly and severally, as a principal obligor and not merely as a surety and on the basis of discrete obligations enforceable against it - 19.1.1 guarantees to each Finance Party punctual performance by each other Obligor of all that Obligor's obligations under the Finance Documents; 19.1.2 undertakes with each Finance Party that whenever an Obligor does not pay any amount when due under or in connection with any Finance Document, that Guarantor shall immediately on demand pay that amount as if it were the principal obligor; and 81 19.1.3 agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of an Obligor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance Document on the date when it would have been due. The amount payable by a Guarantor under this indemnity will not exceed the amount it would have had to pay under this clause [19](#a8604) if the amount claimed had been recoverable on the basis of a guarantee. 19.2 Continuing guarantee This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part. 19.3 Reinstatement If any payment by an Obligor or any discharge, release or arrangement given by a Finance Party (whether in respect of the obligations of any Obligor or any security for those obligations or otherwise) is avoided or reduced for any reason (including, without limitation, as a result of insolvency, business rescue proceedings, liquidation, winding-up or otherwise) - 19.3.1 the liability of each Obligor shall continue as if the payment, discharge, avoidance or reduction had not occurred; and 19.3.2 each Finance Party shall be entitled to recover the value or amount of that security or payment from each Obligor, as if the payment, discharge, avoidance or reduction had not occurred. 19.4 Waiver of defences The obligations of each Guarantor under this clause [19](#a8604) will not be affected by an act, omission, matter or thing which, but for this clause, would reduce, release or prejudice any of its obligations under this clause [19](#a8604) (without limitation and whether or not known to it or any Finance Party) including - 19.4.1 any time, waiver or consent granted to, or composition with, any Obligor or other person; 82 19.4.2 the release of any other Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Covenant Group; 19.4.3 the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, execute, take up or enforce, any rights against, or security over assets of, any Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security; 19.4.4 any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person; 19.4.5 any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security including without limitation any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security; 19.4.6 any unenforceability, illegality, invalidity, suspension or cancellation of any obligation of any person under this Agreement or any other Finance Document or any other document or security; 19.4.7 any insolvency, liquidation, winding-up, business rescue or similar proceedings (including, but not limited to, receipt of any distribution made under or in connection with those proceedings); 19.4.8 this Agreement or any other Finance Document not being executed by or binding against any other Guarantor or any other party; or 19.4.9 any other fact or circumstance arising on which a Guarantor might otherwise be able to rely on a defence based on prejudice, waiver or estoppel. 19.5 Guarantor intent Without prejudice to the generality of clause [19.4](#a8681) (Waiver of defences), each Guarantor expressly confirms that it intends that this guarantee shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following - business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other 83 indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing. 19.6 Immediate recourse Each Guarantor waives any right it may have of first requiring any Finance Party (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person before claiming from that Guarantor under this clause [19](#a8604) . This waiver applies irrespective of any law or any provision of a Finance Document to the contrary. 19.7 Deferral of Guarantors' rights 19.7.1 Until all amounts which may be or become payable by the Obligors under or in connection with the Finance Documents have been irrevocably paid in full and unless the Facility Agent otherwise directs, no Guarantor will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this clause [19](#a8604) - 19.7.1.1 to be indemnified by an Obligor; 19.7.1.2 to claim any contribution from any other guarantor of or provider of security for any Obligor's obligations under the Finance Documents; 19.7.1.3 to take the benefit (in whole or in part and whether by way of subrogation, cession of action or otherwise) of any rights of the Finance Parties under the Finance Documents or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Finance Party; 19.7.1.4 to bring legal or other proceedings for an order requiring any Obligor to make any payment, or perform any obligation, in respect of which any Guarantor has given a guarantee, undertaking or indemnity under clause [19.1](#a8608) (Guarantee and indemnity); 19.7.1.5 to exercise any right of set-off against any Obligor; and/or 19.7.1.6 to claim, rank, prove or vote as a creditor or shareholder of any Obligor in competition with any Finance Party. 84 19.7.2 If a Guarantor receives any benefit, payment or distribution in relation to such rights, it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Finance Parties by the Obligors under or in connection with the Finance Documents to be repaid in full on trust for, or otherwise for the benefit of, the Finance Parties and shall promptly pay or transfer the same to the Facility Agent or as the Facility Agent may direct for application in accordance with clause [31](#a16399) (Payment Mechanics). 19.8 Release of Guarantors' right of contribution If any Guarantor (a Retiring Guarantor ) ceases to be a Guarantor in accordance with the terms of this Agreement for the purpose of any sale or other disposal of that Retiring Guarantor then on the date such Retiring Guarantor ceases to be a Guarantor - 19.8.1 that Retiring Guarantor is automatically released by each other Guarantor from any liability (whether past, present or future and whether actual or contingent) to make a contribution to any other Guarantor arising by reason of the performance by any other Guarantor of its obligations under the Finance Documents; and 19.8.2 each other Guarantor waives any rights it may have by reason of the performance of its obligations under the Finance Documents to take the benefit (in whole or in part and whether by way of subrogation, cession of action or otherwise) of any rights of the Finance Parties under any Finance Document or of any other security taken pursuant to, or in connection with, any Finance Document where such rights or security are granted by or in relation to the assets of the Retiring Guarantor. 19.9 Additional security This guarantee is in addition to and is not in any way prejudiced by any other guarantee or security now or subsequently held by any Finance Party (which a Finance Party may release as it sees fit, without prejudice to its rights hereunder). 20 REPRESENTATIONS Each Obligor makes the representations and warranties set out in this clause [20](#a8916) to each Finance Party on the Signature Date. A reference in this clause to "it" or "its" includes, unless the context otherwise requires, each Obligor. Any reference to a member of the Covenant Group in this clause [20](#a8916) shall be deemed to exclude a reference to any Excluded Subsidiary, save in relation to clauses [20.1](#a8957) , [20.2](#a8985) , [20.4](#a9025) , [20.12](#a9253) , [20.17](#a9463) , [20.18](#a9480) and [20.29](#a9907) . The Finance Parties enter into the Finance Documents to which they are party on the strength of and relying on the representations and warranties set out in this clause [20](#a8916) , each of which is a separate representation and warranty, given 85 without prejudice to any other representation or warranty and is deemed to be a material representation or warranty (as applicable) inducing the Finance Parties to enter into the Finance Documents. 20.1 Status 20.1.1 It is a limited liability company or corporation, duly incorporated and validly existing under the laws of its jurisdiction of incorporation or formation. 20.1.2 It and each of its Subsidiaries (save for CPS and its Subsidiaries) has the power to own its assets and carry on its business as it is being conducted. 20.2 Capacity, power and authority 20.2.1 It has the legal capacity and power to enter into and perform, and has taken all necessary action to authorise the entry into and performance of, the Finance Documents to which it is or will be a party and the transactions contemplated by those Finance Documents. 20.2.2 No limit on its powers will be exceeded as a result of the borrowing, grant of security or giving of guarantees or indemnities contemplated by the Finance Documents to which it is a party. 20.3 Binding obligations 20.3.1 The obligations expressed to be assumed by it in each Finance Document to which it is a party are legal, valid, binding and enforceable obligations enforceable against such Obligor in accordance with its respective terms. 20.3.2 Each Finance Document to which it is a party is in the proper form for its enforcement in the jurisdiction of its incorporation or formation. 20.4 Non-conflict with other obligations The entry into and performance by it of, and the transactions contemplated by, the Finance Documents to which it is a party and the establishment of Transaction Security pursuant to the Security Documents to which it is a party, do not and will not conflict with - 20.4.1 any law or regulation applicable to it; 20.4.2 its or any of its Subsidiaries' constitutional documents; or 86 20.4.3 any agreement or instrument binding upon it or any of its Subsidiaries or any of its or any of its Subsidiaries' assets or constitute a default or termination event (however described) under any such agreement or instrument. 20.5 Authorisations All authorisations required - 20.5.1 to enable it lawfully to enter into, exercise its rights and comply with its obligations under the Finance Documents to which it is a party; 20.5.2 to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of incorporation or formation; and 20.5.3 for it and those of its Subsidiaries which are members of the Covenant Group to carry on their respective businesses in the ordinary course and in all material respects as they are being conducted, have been obtained or effected and are in full force and effect. 20.6 No default 20.6.1 No Event of Default and, on the Signature Date, the Closing Date, the date of each Utilisation Request and each Utilisation Date, no Default is continuing or is reasonably likely to result from the making of any Utilisation or the entry into, the performance of, or any transaction contemplated by, any Finance Document to which it is a party. 20.6.2 No other event or circumstance is outstanding which constitutes (or with the expiry of a grace period, the giving of notice, the making of any determination, the satisfaction of any other applicable condition or any combination of the foregoing, would constitute) a default or termination event (however described) or an event resulting in an obligation to create security, under any other agreement or instrument which is binding on it or any of its Subsidiaries which are members of the Covenant Group or to which its (or any of its Subsidiaries' which are members of the Covenant Group) assets are subject, to an extent or in a manner which has or is reasonably likely to have a Material Adverse Effect. 20.7 Financial statements Its audited financial statements most recently delivered to the Facility Agent - 87 20.7.1 have been prepared in accordance with IFRS in relation to the Covenant Group and GAAP in relation to Holdco, consistently applied; and 20.7.2 give a true and fair view of its financial condition (consolidated, if applicable) as at the date to which they were drawn up, except, in each case, as disclosed to the contrary in those financial statements or as set out in Annexure K (Disclosure Schedule). 20.8 Material adverse change There has been no material adverse change in the business or financial condition of any Obligor, or the business or consolidated financial condition of the Covenant Group since the date to which the most recent audited financial statements (including management accounts and/or SEC Form) delivered to the Facility Agent pursuant to clause [21.1](#a10055) (Financial statements) were drawn up. 20.9 Assets 20.9.1 It and each of its Subsidiaries which are members of the Covenant Group owns or has leased or licenced to it, and has all authorisations required under applicable law or regulations to use, the assets necessary to carry on its business as presently conducted. 20.9.2 It is the sole legal and beneficial owner of the shares and other assets which are the subject matter of the Security Documents to which it is a party. 20.10 Financial Indebtedness and Security 20.10.1 No member of the Covenant Group or Holdco has any Financial Indebtedness outstanding other than Financial Indebtedness which constitutes Permitted Financial Indebtedness. 20.10.2 No Security exists over the whole or any part of the assets of any member of the Covenant Group or Holdco, other than Security which constitutes a Permitted Encumbrance. 20.10.3 Subject to filing and registration required by law (where applicable) with the appropriate statutory public register, each Security Document to which it is a party creates the security interests which it purports to create, and the Transaction Security so established - 20.10.3.1 is valid and effective; 88 20.10.3.2 constitutes first priority Security of the type described, over the assets referred to, in the relevant Security Document and those assets are not subject to any prior or pari passu Security in favour of any other person; and 20.10.3.3 is not subject to avoidance in the event of any winding-up, dissolution or administration involving any Obligor. 20.11 Ranking 20.11.1 Its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally. 20.11.2 The Transaction Security has or, upon the registration thereof with any applicable statutory public registry (if required under applicable law), will have the ranking in priority which it is expressed to have in the Transaction Security Documents in respect of the assets of the Obligors which are the subject matter thereof, and those assets are not subject to any prior ranking or pari passu ranking Security. 20.12 Information 20.12.1 As at the Signature Date, the Closing Date, the date of each Utilisation Request and each Utilisation Date, all forecasts and projections contained in any information supplied by or on behalf of Holdco, any other Obligor or any other member of the Covenant Group to the Facility Agent or any other Finance Party under or in connection with the Finance Documents were prepared on the basis of recent historical information and assumptions which were fair and reasonable at that date and were not misleading in any respect. 20.12.2 All other information supplied by or on behalf of Holdco, any other Obligor or any other member of the Covenant Group to the Facility Agent or any other Finance Party under or in connection with the Finance Documents is true, complete and accurate in all material respects as at the date it was given and is not misleading in any respect. 20.12.3 No information has been given or withheld by any Obligor which, if disclosed, might result in the information or projections referred to above being untrue or misleading in any respect. 20.13 Group Structure Chart 89 As at the Signature Date, the Closing Date, the date of each Utilisation Request and each Utilisation Date, the Group Structure Chart is true, complete and accurate in all respects and shows the following information - 20.13.1 Holdco and each member of the Group, including current name and company registration number, its jurisdiction of incorporation or formation and/or its jurisdiction of establishment, a list of direct and indirect shareholders and indicating if a company is a Dormant Subsidiary or is not a company with limited liability; and 20.13.2 all minority interests in any member of the Covenant Group and any person in which any member of the Covenant Group holds shares in its issued share capital or equivalent ownership interest of such person. 20.14 Ownership of securities 20.14.1 All securities in the issued capital of each Guarantor (other than Holdco) are owned, directly or indirectly, legally and beneficially, by the Term/RCF Borrower unless otherwise specified in the Group Structure Chart. 20.14.2 Holdco directly owns, legally and beneficially, 100% of the issued share capital of the Term/RCF Borrower. 20.14.3 There are no agreements in force which provide for the issue or allotment of, or grant any person the right to call for the issue or allotment of, any share, debenture or loan capital of any member of the Covenant Group (including any option or right of pre- emption or conversion). 20.14.4 No person has a right to obtain an order for the rectification of the securities register of a member of the Covenant Group. 20.14.5 The shares of any member of the Covenant Group which are subject to the Transaction Security are fully paid and not subject to any option to purchase or similar rights. 20.14.6 As at the Signature Date, the Closing Date, the date of each Utilisation Request and each Utilisation Date, the constitutional documents of companies whose shares are subject to the Transaction Security do not restrict or inhibit any transfer of those shares (whether pursuant to a right of pre-emption in favour of any party or otherwise) on creation or enforcement of the Transaction Security (or if any such restriction exists, all applicable consents, waivers or resolutions by shareholders and directors for the purposes of authorising such a transfer have been obtained and are in full force and effect). 90 20.15 Other documents 20.15.1 As at the Signature Date, the Closing Date, the date of each Utilisation Request and each Utilisation Date, the documents delivered to the Facility Agent by or on behalf of any Obligor under clause [5.1](#a5996) (Initial conditions precedent) are genuine (or, in the case of copy documents, are true, complete and accurate copies of originals which are genuine), are up-to-date and in full force and effect (or if a copy, the original is up-to- date and in full force and effect) and have not been amended. 20.15.2 As at the date of their delivery, the documents delivered to the Facility Agent under this Agreement by or on behalf of any Obligor after the Closing Date are genuine (or, in the case of copy documents, are true, complete and accurate copies of originals which are genuine), are up-to-date and in full force and effect (or, if a copy, the original is up-to-date and in full force and effect) and have not been amended. 20.16 No proceedings pending or threatened As at the Signature Date, the Closing Date and the first Utilisation Date only- 20.16.1 except as disclosed in Annexure K (Disclosure Schedule), no litigation, arbitration, expert determination, alternative dispute resolution or administrative proceedings of or before any court, arbitral body, expert or agency are current, pending or, to the best of its knowledge, threatened against any member of the Covenant Group or Holdco; 20.16.2 no dispute with any regulatory authority which is the subject of any administrative or statutory proceedings of or before any court or agency is current, pending or, to the best of its knowledge, threatened against any member of the Covenant Group or Holdco; 20.16.3 no labour disputes are current or, to the best of its knowledge and belief (having made due and careful enquiry), threatened against any member of the Covenant Group or Holdco which have or might reasonably be expected to have a Material Adverse Effect. 20.17 No breach of laws 20.17.1 It has not (and none of its Subsidiaries has) breached any law or regulation which is material to the conduct of its business. 20.17.2 Each member of the Covenant Group which is required to comply with the National Credit Act, No 34 of 2005 complies in all respects with that legislation. 91 20.18 Environmental matters 20.18.1 Each member of the Group is in compliance with clause [23.19](#a13818) (Environmental matters) and no circumstances have occurred which would prevent such compliance, in a manner or to an extent which has or might reasonably be expected to (a) have a Material Adverse Effect, or (b) result in a financial liability for any Finance Party. 20.18.2 All Environmental Permits required for it and its Subsidiaries which are members of the Group to carry on their respective businesses in the ordinary course have been obtained or effected and are in full force and effect. 20.18.3 No Environmental Claim has been commenced, is outstanding or (to the best of its knowledge and belief (having made due and careful enquiry)) is threatened against any member of the Group where that claim has or might reasonably be expected, if determined against that member of the Group, to have a Material Adverse Effect. 20.18.4 There are no Environmental Matters which might reasonably be expected to have a material negative impact on the financial or trading position of any member of the Group. 20.18.5 Holdco and each other member of the Group has produced and provided to the Facility Agent all materially relevant reports and information on Environmental Matters. 20.18.6 Holdco has provided to the Facility Agent all materially relevant reports and information on Environmental Matters relating to members of the Group promptly upon receiving the same 20.19 Insurance 20.19.1 As at the Signature Date, the Closing Date, the date of each Utilisation Request and each Utilisation Date, there is no outstanding insured loss or liability incurred by it or any member of the Group. 20.19.2 There has been no non-disclosure, misrepresentation or breach of any term of any material Insurance taken out by it or any member of the Group which would entitle any insurer of that insurance to repudiate, rescind or cancel it or to treat it as avoided in whole or in part, or otherwise decline any valid claim under it by or on behalf of it or any member of the Group. 20.20 Intellectual Property Rights 92 20.20.1 It and each of its Subsidiaries which are members of the Covenant Group - 20.20.1.1 is the sole legal and beneficial owner of, or has licenced to it on normal commercial terms, all the Intellectual Property Rights which are material in the conduct of its business and which are required by it in order to carry on its business in all material respects as it is being conducted; 20.20.1.2 has taken all formal or procedural actions (including payment of fees) required to maintain those Intellectual Property Rights; and 20.20.1.3 does not, in carrying on its business, infringe any Intellectual Property Rights of any third party in any respect which has a Material Adverse Effect. 20.20.2 As at the Signature Date, the Closing Date. The date of each utilisation Request and each Utilisation Date, none of those Intellectual Property Rights is being infringed, nor (to the best of its knowledge) is there any threatened infringement of any of those Intellectual Property Rights, in any respect. 20.21 Insolvency and Financial Distress 20.21.1 As at the Signature Date, the Closing Date, the date of each Utilisation Request and each Utilisation Date, no - 20.21.1.1 corporate action, legal proceeding or other procedure or step described in clause [24.7](#a15218) (Insolvency and business rescue proceedings); or 20.21.1.2 creditors' process described in clause [24.8](#a15291) (Creditors' process), has been taken or threatened in relation to it or any other member of the Group and none of the circumstances described in clause [24.6](#a15167) (Insolvency) applies to it or any other member of the Group. 20.21.2 As at the Signature Date, the Closing Date, the date of each Utilisation Request and each Utilisation Date, neither it nor any member of the Group is Financially Distressed (as defined in the Companies Act). 20.22 Taxes 20.22.1 It and each of its Subsidiaries which are members of the Group is not overdue in the filing of any Tax returns (save as set out in Annexure K (Disclosure Schedule)) or in the payment of any Tax (taking into account any extensions granted by any applicable Tax authority for the filing of such returns) unless and only to the extent that - 93 20.22.1.1 such payment is being contested in good faith; 20.22.1.2 the amount under dispute is not in excess of 2% of the Consolidated EBITDA in aggregate (calculated with reference to Holdco's most recently delivered annual financial statements); 20.22.1.3 adequate reserves are being maintained for those Taxes and the costs required to contest them which have been disclosed in its latest financial statements; and 20.22.1.4 such payment can be lawfully withheld. 20.22.2 As at the Signature Date, the Closing Date, the date of each Utilisation Request and each Utilisation Date, no claims or investigations by any Tax authority are being or are reasonably likely to be made or conducted against it which are reasonably likely to result in a liability of or claim against any member of the Group to pay any amount of, or in respect of, Tax of more than 2% in aggregate of Consolidated EBITDA (calculated with reference to Holdco's most recently delivered annual financial statements). 20.22.3 It is resident for Tax purposes only in its jurisdiction of incorporation or formation. 20.22.4 As at the Signature Date, the Closing Date, the date of each Utilisation Request and each Utilisation Date it is not required to make any deduction for or on account of Tax from any payment it may make under any Finance Document. 20.23 No filing or stamp taxes Under the law of its jurisdiction of incorporation or formation it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax (other than any securities transfer tax payable on any share transaction or fees payable at the applicable public registry (if required in respect of the applicable Security Document under applicable law)) be paid on or in relation to those Finance Documents or the transactions contemplated by those Finance Documents. 20.24 Material Agreements 20.24.1 Each Material Agreement to which a member of the Covenant Group is a party validly exists and is in full force and effect and no event or circumstance is continuing which constitutes a breach or default under, and which entitles another party to call for a termination of, any Material Agreement which is binding on the Term/RCF Borrower 94 or any members of the Covenant Group or to which its (or its Subsidiaries’ which are members of the Covenant Group) assets are subject. 20.24.2 No member of the Covenant Group is in breach of any of its obligations under any Material Agreement. 20.24.3 There is no dispute between the parties to any Material Agreement to which any member of the Covenant Group is a party which is reasonably likely to result in the termination of such Material Agreement. 20.24.4 Save as permitted under the terms of the Finance Documents or save as otherwise disclosed to the Facility Agent, there are no documents or agreements in existence which have the effect of varying, amending or supplementing any Material Agreement to which any member of the Covenant Group is a party. 20.25 Governing law and enforcement 20.25.1 The choice of South African law as the governing law of those Finance Documents which are expressed to be governed by South African law will be recognised and enforced in its jurisdiction of incorporation or formation. 20.25.2 Its - 20.25.2.1 submission under this Agreement to the jurisdiction of the High Court of South Africa (Gauteng Local Division, Johannesburg) (or any successor to that division); and 20.25.2.2 agreement not to claim any immunity to which it or its assets may be entitled, are legal, valid and binding under the laws of its jurisdiction of incorporation or formation. 20.25.3 Any judgment obtained in South Africa in relation to a Finance Document which is governed by the laws of South Africa will be recognised and enforced in its jurisdiction of incorporation or formation. 20.26 No adverse consequences 20.26.1 It is not necessary under the laws of the jurisdiction of incorporation or formation of that Obligor that any Finance Party should be licensed, qualified or otherwise entitled to carry on business in that jurisdiction - 95 20.26.1.1 in order to enable any Finance Party to enforce its rights under any Finance Document; or 20.26.1.2 by reason of any Finance Party having entered into any Finance Document or the performance by it of its obligations under any Finance Document. 20.26.2 No Finance Party is or will be deemed to be resident, domiciled or carrying on business in the jurisdiction of incorporation or formation of an Obligor by reason only of the entry into, performance and/or enforcement of any Finance Document. 20.27 No immunity 20.27.1 The entry into by it of each Finance Document to which it is a party constitutes, and the exercise by it of its rights and performance of its obligations under each Finance Document will constitute private and commercial acts performed for private and commercial purposes. 20.27.2 In any proceedings taken in South Africa or in any other jurisdiction, it will not be entitled to claim for itself or any of its assets immunity from suit, execution, attachment or other legal process in relation to this Agreement or any other Finance Document. 20.28 Authorised signatories Any person specified as its authorised signatory under Part I of [Annexure B](#a20071) (Conditions precedent) or clause [21.10.11](#a10785) (Information - miscellaneous) is authorised to sign Utilisation Requests and other communications under the Finance Documents on its behalf. 20.29 Anti-corruption laws and Sanctions 20.29.1 No member of the Group, Holdco nor any entity in which any member of the Group or Holdco holds an investment- 20.29.1.1 is using nor will use the proceeds of any Senior Facility for the purpose of financing or making funds available directly or indirectly to any person or entity which is currently a Sanctioned Entity or as part of a Sanctioned Transaction, to the extent such financing or provision of funds would currently be prohibited by Sanctions or would otherwise cause any person to be in breach of Sanctions; 20.29.1.2 is contributing nor will contribute or otherwise make available the proceeds of any Senior Facility to any other person or entity for the purpose of financing the activities of any person or entity which is currently listed on a Sanctions List, to 96 the extent such contribution or provision of proceeds would currently be prohibited by Sanctions or would otherwise cause any person to be in breach of Sanctions; or 20.29.1.3 to the best of its knowledge and belief - 20.29.1.3.1 has been nor is targeted under any Sanctions; or 20.29.1.3.2 has violated or is violating any applicable Sanctions. 20.29.2 Each member of the Group and Holdco has conducted its businesses in compliance with applicable anti-corruption laws and has instituted and maintained policies and procedures designed to promote and achieve compliance with such laws. 20.30 Guarantors 20.30.1 As at the Closing Date, the date of each Utilisation Request and each Utilisation Date, each Material Subsidiary, as at each relevant date, is or will be an Obligor. 20.30.2 As at the Closing Date, the date of each Utilisation Request and each Utilisation Date, the aggregate contribution of the Guarantors who are members of the Covenant Group (calculated on an unconsolidated basis and excluding all intra- Covenant Group items and investments in Subsidiaries of any member of the Covenant Group) represents not less than 90% of the gross assets, Consolidated EBITDA and total revenue of the Covenant Group, in each case, on each relevant date. 20.31 Dormant Subsidiaries As at the Closing Date, the date of each Utilisation Request and each Utilisation Date, each of the companies listed in Annexure J (Dormant Subsidiaries) is a Dormant Subsidiary. 20.32 Times for making representations and warranties 20.32.1 Unless a representation and warranty is expressed to be given at a specific date (in which case it shall not be deemed to be repeated on another date), each representation and warranty is deemed to be repeated by - 20.32.1.1 each Obligor on the Closing Date, on the date of each Utilisation Request, on the date of each Utilisation and on the first day of each Interest Period; 97 20.32.1.2 each Additional Obligor, on the day on which it becomes (or it is proposed that it becomes) an Obligor, on the date of each Utilisation Request, on each Utilisation Date and on the first day of each Interest Period. 20.32.2 When a representation and warranty is repeated, it is made with reference to the circumstances existing at the time of repetition. 21 INFORMATION UNDERTAKINGS The undertakings in this clause [21](#a10045) remain in force from the Signature Date for so long as any amount is outstanding under the Finance Documents or any Commitment is in force. 21.1 Financial statements The Term/RCF Borrower shall supply to the Facility Agent - 21.1.1 as soon as the same become available, but in any event within 12 Months after the last day of each financial year of the Covenant Group for their financial years ending on 30 June 2024 and 30 June 2025 - 21.1.1.1 the Term/RCF Borrower's audited consolidated annual financial statements for that financial year; 21.1.1.2 the audited financial statements (consolidated if appropriate) of each other Obligor (other than Holdco) for that financial year; and 21.1.1.3 the Term/RCF Borrower's pro forma annual income statement, statement of cash flows and balance sheet for that year that excludes the financial results and position of the Excluded Subsidiaries, along with sufficient explanatory notes to understand any exclusions; 21.1.2 as soon as the same become available, but in any event within 6 Months after the last day of each financial year of the Covenant Group for their financial years ending on or after 30 June 2026 - 21.1.2.1 the Term/RCF Borrower's audited consolidated annual financial statements for that financial year; 21.1.2.2 the audited financial statements (consolidated if appropriate) of each other Obligor (other than Holdco) for that financial year; and 98 21.1.2.3 the Term/RCF Borrower's pro forma consolidated annual financial statements for that financial year that excludes the financial results and position, to the extent included, of the Excluded Subsidiaries over that period; 21.1.3 as soon as the same become available, but in any event within 120 days after the last day of each financial year of Holdco - 21.1.3.1 Holdco's audited consolidated annual financial statements for that financial year; and 21.1.3.2 Holdco's pro forma consolidated annual financial statements for that financial year that excludes the financial results and position, to the extent included, of the Excluded Subsidiaries and each other Subsidiary of Holdco which is not a member of the Covenant Group, over the period; 21.1.4 as soon as the same become available, but in any event within 50 days after the end of each quarter of each of its financial years, Holdco's most recent SEC Form, together with an aggregation of the cashflow statement, income statement and balance sheets related to that SEC Form and such other SEC Forms published prior to that SEC Form so as to enable a measurement of the 12 month period ending on the date on which the last SEC Form was published; and 21.1.5 as soon as the same become available, but in any event within 50 days after the last day of each quarter of each financial year of the Covenant Group the Term/RCF Borrower’s - 21.1.5.1 aggregated management accounts for that quarter (and to include cumulative consolidated management accounts for the financial year of the Covenant Group to date); 21.1.5.2 pro forma aggregated management accounts for that quarter (and to include cumulative consolidated management accounts for the financial year of the Covenant Group to date), that excludes the financial results and position, to the extent included, of the Excluded Subsidiaries over that period. 21.2 Requirements as to financial statements 21.2.1 The Term/RCF Borrower shall ensure that each set of financial statements, SEC Form and management accounts delivered pursuant to clause [21.1 above](#a10055) – 99 21.2.1.1 is certified by a director of the relevant company as fairly representing its financial condition as at the date as to which those financial statements, SEC Form or management accounts were drawn up; 21.2.1.2 comprises at least a balance sheet, profit and loss account and cashflow statement for the financial period then ended, and (in the case of management accounts) for the financial year to date and the period of 12 months ending on the last day of the half year financial period; 21.2.1.3 is prepared using IFRS or GAAP (as applicable), accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements unless, in relation to any set of financial statements, it notifies the Facility Agent that there has been a change in IFRS or GAAP (as applicable), those accounting practices or those reference periods; and 21.2.1.4 contains, in narrative form, commentary in reasonable detail on the financial results and the financial position of the person to which those financial statements relate. 21.2.2 If the Term/RCF Borrower notifies the Facility Agent of any change in IFRS or GAAP (as applicable), as contemplated by clause [21.2.1.3](#a10276) , it shall procure that its Auditors (or, if appropriate, the Auditors of the relevant member of the Covenant Group) deliver to the Facility Agent – 21.2.2.1 a description of any change necessary for those financial statements to reflect IFRS or GAAP (as applicable), the accounting practices and the reference periods as applied in the preparation of the Original Financial Statements; and 21.2.2.2 sufficient information, in form and substance reasonably required by the Facility Agent, to enable the Lenders to determine whether clause [22](#a10993) (Financial Covenants) has been complied with and make an accurate comparison between the financial position indicated in those financial statements and the Original Financial Statements. 21.2.3 Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared. 21.3 Compliance Certificate 100 21.3.1 The Term/RCF Borrower shall supply a Compliance Certificate to the Facility Agent with each set of financial statements, SEC Form and management accounts delivered pursuant to clause [21.1.1](#a10065) and clause [21.1.2](#a10102) (Financial statements). 21.3.2 Each Compliance Certificate shall, amongst others – 21.3.2.1 be signed by chief financial officer of the Group and at least one director of the Term/RCF Borrower; 21.3.2.2 confirm that the Covenant Group is in compliance with the provisions of clause [22.1;](#a10997) 21.3.2.3 set out (in reasonable detail) computations and calculations as to compliance with clause [22](#a10993) (Financial Covenants) as at the applicable Measurement Date for the purposes of determining compliance with clause [22](#a10993) (Financial Covenants); provided that the Compliance Certificate delivered together with the financial statements pursuant to clause [21.1.1.1](#a10078) or [21.1.2.1](#a10115) , for the purposes of calculating Consolidated EBITDA - 21.3.2.3.1 all references to "Group" shall be replaced with references to "Covenant Group"; and 21.3.2.3.2 any and all costs of Holdco not already taken into account in calculating consolidated operating income of the Term/RCF Borrower shall be deemed to be costs of the Term/RCF Borrower; 21.3.2.4 include any adjustments required to reverse the effect of IFRS16 with regards to Relevant Operating Leases for purposes of determining Consolidated EBITDA and Total Borrowings; 21.3.2.5 confirm compliance with the requirements of clause [23.28](#a14746) (Guarantor coverage) as at the relevant Measurement Date; and 21.3.2.6 if requested in writing by the Facility Agent, be accompanied by a report from the Auditors in the agreed form certifying that the adjustments contemplated in clause [21.3.2.3](#a10387) above represent an accurate reflection of the revised EBITDA, gross assets and revenue of the Covenant Group, with such report by the Auditors being, in the absence of manifest error, conclusive and binding on all Parties. 101 21.3.3 The Facility Agent may not deliver a notice pursuant to clause [21.3.2.6](#a10449) more than four times during the period up to the Final Discharge Date, unless a Default is continuing or, in the reasonable opinion of the Facility Agent, is likely to occur as a result of obtaining that Compliance Certificate. 21.4 Board packs If a Default has occurred and is continuing, the Term/RCF Borrower shall deliver to the Facility Agent at the same time they are distributed to the relevant board of directors, copies of all board packs submitted to the board of directors of an Obligor. 21.5 Insurance reports The Term/RCF Borrower shall deliver to the Facility Agent annually, on or before 31 December in any year (a reporting date), the following information, in form and substance satisfactory to the Facility Agent - 21.5.1 a summary of each Insurance policy maintained by or on behalf of a member of the Group as at the reporting date; 21.5.2 confirmation that all premiums due in respect of the Insurances of the Group for the full period of the then current financial year have been paid in full; and 21.5.3 a summary of all material changes (if any) made to a contract or policy of insurance since the previous reporting date or confirmation that there were no such changes. 21.6 Financial year-end Without the express prior consent of the Facility Agent, an Obligor (other than Adumo and its Subsidiaries) shall not change the date of its financial year end from 30 June and shall ensure that - 21.6.1 the financial year end of each member of the Covenant Group falls on the same date; and 21.6.2 the financial year end of Adumo and each of its Subsidiaries is changed to 30 June as soon as reasonably possible but in any event by no later 30 June 2025 . 21.7 Auditors 102 21.7.1 Holdco must ensure that one of the firms named in or approved pursuant to the definition of Auditors is retained to audit its and the Term/RCF Borrower's consolidated annual financial statements. 21.7.2 If the Facility Agent wishes to discuss the financial position of any member of the Covenant Group with the Auditors, the Facility Agent may notify the Term/RCF Borrower, stating the questions or issues which the Facility Agent wishes to discuss with the Auditors. In this event, the Term/RCF Borrower shall ensure that the Auditors are authorised (at the expense of the Term/RCF Borrower) - 21.7.2.1 to discuss the financial position of each member of the Covenant Group with the Facility Agent on request in writing from the Facility Agent; and 21.7.2.2 to disclose to the Facility Agent for the Finance Parties any information which the Facility Agent may reasonably request in writing. 21.7.3 The Facility Agent may not give notice under clause [21.7.2 above](#a10560) more than once in any financial year of the Term/RCF Borrower, unless it reasonably believes that a Default is continuing or may have occurred or may occur, and notifies the Term/RCF Borrower that it is exercising its rights under this clause [21.7.3.](#a10580) 21.8 Presentations Once in every financial year of the Term/RCF Borrower if requested in writing by the Facility Agent, or within 7 days following a request in writing by the Facility Agent if a Default is continuing, at least the chief financial officer of the Group and a director of the Term/RCF Borrower must, if requested to do so by the Facility Agent in writing, give a presentation (on a date and at a venue agreed with the Facility Agent) to the Finance Parties as to - 21.8.1 the on-going business and financial performance of the Covenant Group; and 21.8.2 any other matter which a Finance Party may reasonably request in writing. 21.9 Notification of default 21.9.1 Each Obligor shall notify the Facility Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been provided by another Obligor). 103 21.9.2 As soon as reasonably practical following a request in writing by the Facility Agent, the Term/RCF Borrower shall supply to the Facility Agent a certificate signed by two of its directors or senior officers on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it). 21.10 Information - miscellaneous The Term/RCF Borrower shall supply to the Facility Agent (in sufficient copies for all the Lenders, if the Facility Agent so requests in writing) - 21.10.1 at the same time as they are dispatched, copies of all documents dispatched by an Obligor to its shareholders - 21.10.1.1 as required pursuant to the Companies Act (or applicable analogous legislation in that Obligor's jurisdiction of incorporation or formation) or that Obligor's constitutional documents; or 21.10.1.2 which contain information in respect of any Environmental Matters, matters relating to any Material Agreement (including, in each case, the actual or potential withdrawal, suspension, cancellation, revocation, other termination, amendment or renewal of any Material Agreement) and matters which will, or is reasonably likely to, adversely affect the Senior Facilities and/or any of the Finance Parties' rights under and in terms of the Finance Documents (or any of them); 21.10.2 copies of all documents dispatched by an Obligor to its creditors generally (or any class of them), in each case at the same time as they are dispatched; 21.10.3 promptly upon becoming aware of them, details and copies of any changes proposed to or made to its constitutional documents or the constitutional documents of any Obligor, including the filing of any Memorandum of Incorporation under the Companies Act, where such changes do, or are reasonably likely to, adversely affect the interest of the Finance Parties; 21.10.4 promptly upon becoming aware of them, the details of any litigation, arbitration, administrative proceedings, liquidation applications, winding up applications or business rescue applications which are current, threatened or pending against it, any other member of the Covenant Group (other than any Excluded Subsidiary) or Holdco, and, in the case of any litigation, arbitration or administrative proceedings, involve 104 liability in an aggregate amount which (together with any other liability in respect of litigation, arbitration or administrative proceedings) is in excess of R10,000,000 in aggregate (or its equivalent in another currency or currencies) or which, if adversely determined, would or might reasonably be expected to have a Material Adverse Effect; 21.10.5 promptly upon the implementation of any disposal or acquisition of any shares by a member of the Group, a Group Structure Chart, in a substantially similar format to the Group Structure Chart attached as Annexure L (Group Structure Chart); 21.10.6 within a reasonable time of receipt of written request, an up to date copy of the securities register of any Obligor or any other member of the Covenant Group; 21.10.7 within a reasonable time of receipt of written request, such further information regarding compliance by Holdco or any other member of the Group with Environmental Laws, as any Finance Party (through the Facility Agent) may reasonably request in writing, including in relation to financial provisioning by any member of the Group; 21.10.8 promptly on request, such further information regarding the actual or potential withdrawal, suspension, cancellation, revocation, other termination, amendment or renewal of any Material Agreement, as any Finance Party (through the Facility Agent) may reasonably request in writing; 21.10.9 promptly upon receipt of information regarding CPS and its Subsidiaries, such further information regarding CPS and its Subsidiaries as any Finance Party (through the Facility Agent) may reasonably request in writing; 21.10.10 promptly, such further information regarding the financial condition, business and operations of it, Holdco or any other member of the Covenant Group (other than an Excluded Subsidiary), or regarding any asset subject to Transaction Security, as any Finance Party (through the Facility Agent) may reasonably request in writing; or 21.10.11 promptly, notice of any change in authorised signatories in respect of the Finance Documents of it or any other Obligor signed by a director or company secretary of it or such other Obligor (as the case may be) accompanied by specimen signatures of any new authorised signatories (and such additional information or documentation as the Facility Agent may require in order to verify that any such signatory has been duly authorised). 21.11 Know your customer checks 105 21.11.1 If - 21.11.1.1 the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the Signature Date; 21.11.1.2 any change in the status of any member of the Group after the Signature Date; 21.11.1.3 the on-going compliance with any know your customer or similar identification procedures; or 21.11.1.4 a proposed Transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior to such Transfer, obliges the Facility Agent or any Lender (or, in the case of clause [21.11.1.4 above](#a10827) , any prospective new Lender) to comply with know your customer or similar identification procedures (whether in terms of the Financial Intelligence Centre Act, 2001 or otherwise) in circumstances where the necessary information is not already available to it, a member of the Group shall promptly upon the request in writing of the Facility Agent or any Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Facility Agent (for itself or on behalf of any Lender) or any Lender (for itself or, in the case of the event described in clause [21.11.1.4 above](#a10827) , on behalf of any prospective new Lender) in order for the Facility Agent, such Lender or, in the case of the event described in clause [21.11.1.4 above](#a10827) , any prospective new Lender to carry out and be satisfied it has complied with all necessary know your customer or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents. 21.11.2 Each Lender shall as soon as reasonably practicable following request in writing by the Facility Agent, supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Facility Agent (for itself) in order for the Facility Agent to carry out and be satisfied it has complied with all necessary know your customer or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents. 21.11.3 Following the giving of any notice pursuant to clause [26.2](#a15894) (Additional WCF Borrower) or clause [26.3](#a15959) (Additional Guarantors), if the accession of such Additional Obligors obliges the Facility Agent or any Lender to comply with know your customer or similar identification procedures in circumstances where the necessary information is not already available to it, the Term/RCF Borrower shall promptly upon the request in writing of the Facility Agent or any Lender supply, or procure the supply of, such 106 documentation and other evidence as is reasonably requested by the Facility Agent (for itself or on behalf of any Lender) or any Lender (for itself or on behalf of any prospective new Lender) in order for the Facility Agent or such Lender or any prospective new Lender to carry out and be satisfied it has complied with all necessary know your customer or other similar checks under all applicable laws and regulations pursuant to the accession of such Subsidiary to this Agreement as an Additional Obligor. 21.12 FATCA Undertakings 21.12.1 Subject to clause [21.12.3](#a10943) , each Party shall, within 10 Business Days of a reasonable request in writing by another Party - 21.12.1.1 confirm in writing to that other Party whether it is - 21.12.1.1.1 a FATCA Exempt Party; or 21.12.1.1.2 not a FATCA Exempt Party; and 21.12.1.2 supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party’s compliance with FATCA; and 21.12.1.3 supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party's compliance with any other law, regulation, or exchange of information regime. 21.12.2 If a Party confirms to another Party pursuant to clause [21.12.1.1](#a10907) that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that Party shall promptly notify that other Party in writing. 21.12.3 Clause [21.12.1](#a10899) shall not oblige any Finance Party to do anything, and clause [21.12.1.3](#a10927) shall not oblige any other Party to do anything, which would or might in its reasonable opinion constitute a breach of - 21.12.3.1 any law or regulation; 21.12.3.2 any fiduciary duty; or 21.12.3.3 any duty of confidentiality. 107 21.12.4 If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with clause [21.12.1.1](#a10907) or [21.12.1.2](#a10921) (including, for the avoidance of doubt, where clause [21.12.3](#a10943) applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question provides the requested confirmation, forms, documentation or other information. 22 FINANCIAL COVENANTS 22.1 Undertakings in relation to financial condition 22.1.1 Net Debt to EBITDA Ratio The Obligors shall ensure that the Net Debt to EBITDA Ratio in respect of any Measurement Period specified in column 1 below shall not exceed the ratio set out in column 2 below opposite that Measurement Period - Measurement Period [Column 1] Ratio [Column 2] Each Measurement Period ending on or before 31 December 2025 3.25 Each Measurement Period ending after 31 December 2025 but on or before 31 December 2026 3.00 Each Measurement Period ending after 31 December 2026 but on or before 31 December 2027 2.50 Each Measurement Period ending after 31 December 2027 2.00 22.1.2 Interest Cover Ratio The Obligors shall ensure that the Interest Cover Ratio in respect of any Measurement Period specified in column 1 below is greater than the ratio set out in column 2 below opposite that Measurement Period - 108 Measurement Period [Column 1] Ratio [Column 2] Each Measurement Period ending on or before 31 December 2025 1.75 Each Measurement Period ending after 31 December 2025 but on or before 31 December 2026 2.00 Each Measurement Period ending after 31 December 2026 3.00 22.2 Basis of calculations 22.2.1 All the terms defined in clause [2.2](#a4829) (Financial definitions) are to be determined on a consolidated basis and (except as may be expressly included or excluded in the relevant definition, or as stated below) in accordance with IFRS. 22.2.2 The financial undertakings in clauses [22.1.1](#a11001) and [22.1.2](#a11070) (Undertakings in relation to financial condition) (unless expressly otherwise stated) shall apply on each day during the term of this Agreement. 22.2.3 Compliance (or otherwise) with the financial undertakings in clauses [22.1.1](#a11001) , and [22.1.2](#a11070) (Undertakings in relation to financial condition) as at each Measurement Date shall be verified by reference to (i) the financial statements, SEC Form and management accounts of Holdco and/or the Covenant Group delivered under clause [21.1](#a10055) (Financial statements) as at that Measurement Date and (ii) the Compliance Certificate delivered pursuant to clause [21.3](#a10338) (Compliance Certificate) in relation to that Measurement Date. 22.2.4 No item shall be deducted or credited more than once in any calculation. 22.2.5 Where an amount in any financial statements delivered pursuant to clause [21](#a10045) (Information Undertakings) is not denominated in Rand, it shall be converted into Rand at the rates specified in those financial statements. 22.3 Equity cure In this clause - 22.3.1 Cure Amount means the amount of cash proceeds received by the Term/RCF Borrower from a Shareholder Contribution to be applied in accordance with this clause; and 109 22.3.2 Cure Period , in relation to a Measurement Period, means the period ending on the earlier of the date on which the Term/RCF Borrower is required to deliver a Compliance Certificate in respect of that Measurement Period and the date on which a Compliance Certificate is actually delivered in respect of that Measurement Period. 22.3.3 If, as at a Measurement Date, the Term/RCF Borrower calculates that any requirement of clauses [22.1.1](#a11001) or [22.1.2](#a11070) (Undertakings in relation to financial condition) (each a Relevant Financial Undertaking ) is not met, the Term/RCF Borrower may treat (solely for the purpose of measuring compliance with the Relevant Financial Undertaking under this clause, and not for any other purpose) a Cure Amount received and paid to the Facility Agent (for the account of the Senior Term Facility Lenders and Senior RCF Lenders) in accordance with clause [22.4](#a11411) (Cure Amounts - mandatory prepayment) within the applicable Cure Period, by way of a notional adjustment, as follows - 22.3.3.1 in relation to the Net Debt to EBITDA Ratio, as a reduction of Total Net Borrowings by an equivalent amount at the relevant Measurement Date; and 22.3.3.2 in relation to the Interest Cover Ratio, as giving rise to a reduction in Total Net Finance Costs in the amount by which Total Net Finance Costs would have been reduced if the Senior Term Facility Loans and Senior RCF Loans had been repaid ( pro rata across all Senior Term Facilities and the Senior RCF) in an amount equal to the Cure Amount on the date which falls 12 months before the applicable Measurement Date. 22.3.4 Only so much of a Cure Amount as is required to ensure compliance with the Relevant Financial Undertakings may be taken into account by way of the notional adjustments referred to in clause [22.3.3.1](#a11252) and [22.3.3.2](#a11257) above. For the purposes of clause [22.3.3.2](#a11257) above, Total Net Finance Costs shall be recalculated, taking into account the relevant reduction resulting from the operation of clause [22.3.3.2](#a11257) above, for each financial half year of the Covenant Group which occurs during the 12 month-period ending on the applicable Measurement Date. In respect of the relevant subsequent Measurement Dates where the Measurement Period ending on that date includes a part of that 12 month-period (each such part of that Measurement Period, for the purposes hereof, an Overlapping Period ), the Total Net Finance Costs amount for the full Measurement Period shall include those amounts for each Overlapping Period taking into account any notional reduction allocable to that Overlapping Period under this clause. 110 22.3.5 Following payment of a Cure Amount to the Facility Agent, the Term/RCF Borrower shall, by no later than the last day of the relevant Cure Period, deliver to the Facility Agent the Compliance Certificate which the Term/RCF Borrower is required to deliver in terms of clause [21.3](#a10338) , provided that such Compliance Certificate shall include the breach of the Relevant Financial Covenant, the application of the Cure Amount within the Cure Period and reflect the results of - 22.3.5.1 the calculations of all Relevant Financial Undertakings before the payment of the Cure Amount in accordance with clause [22.4](#a11411) (Cure Amounts - mandatory prepayment) and the application of clauses [22.3.3](#a11223) and [22.3.4](#a11271) ; and 22.3.5.2 the recalculations of all Relevant Financial following the payment of the Cure Amount in accordance with clause [22.4](#a11411) (Cure Amounts - mandatory prepayment) and the application of clauses [22.3.3](#a11223) and [22.3.4.](#a11271) 22.3.6 If, following payment to the Facility Agent of a Cure Amount and a recalculation of the Relevant Financial Undertakings, as contemplated under clause [22.3.5.2](#a11355) , the Relevant Financial Undertakings are met, the requirements of clause [22.1](#a10997) (Undertakings in relation to financial condition) will be deemed to have been satisfied, retrospectively on the relevant Measurement Date, and any Default which arose under clause [24.2](#a14973) (Financial Covenants) as a result of the original failure to comply shall be deemed to have been remedied. 22.3.7 The rights of the Term/RCF Borrower under this clause [22.3](#a11188) are subject to the following restrictions - 22.3.7.1 a Cure Amount may not be raised and taken into account under this clause for two consecutive Measurement Periods; and 22.3.7.2 no more than three Cure Amounts in total may be taken into account before the Final Discharge Date for the purposes of this clause. 22.4 Cure Amounts - mandatory prepayment 22.4.1 The Term/RCF Borrower shall apply all the proceeds of any Cure Amount received by it in or towards payment, repayment or prepayment of the Loans and other Senior Facility Outstandings under the Senior Term Facilities and the Senior RCF, promptly upon receipt and, in any event, no later than the last day of the relevant Cure Period. 111 22.4.2 All amounts paid, repaid or prepaid under this clause shall be applied in the order of priority set out in (and otherwise as required under) clause [8.9](#a6756) (Application of partial prepayments). 23 GENERAL UNDERTAKINGS Each Obligor is bound by the undertakings set out in this clause [23](#a11438) relating to it or the Group or the Covenant Group (as applicable), provided that any undertaking in relation to the Covenant Group shall be construed to exclude the Excluded Subsidiaries, save in relation to the undertakings contained in clauses [23.1](#a11467) , [23.2](#a11502) , [23.19](#a13818) and [23.25](#a14371) . The undertakings in this clause [23](#a11438) remain in force from the Signature Date for so long as any amount is outstanding under the Finance Documents or any Commitment is in force. 23.1 Authorisations Each Obligor shall (and the Obligors shall ensure that each other member of the Covenant Group will) promptly - 23.1.1 obtain, comply with and do all that is necessary to maintain in full force and effect; and 23.1.2 supply copies to the Facility Agent of, any authorisation required to enable it to - 23.1.3 perform its obligations under the Finance Documents to which it is a party and to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation or formation of any such Finance Document; and 23.1.4 carry on its business in the ordinary course and in all material respects as it is being conducted. 23.2 Compliance with laws Each Obligor shall (and the Obligors shall ensure that each other member of the Group) comply with all laws, permits and licenses which are material to the conduct of its business (including in relation to the making of loans available to individuals). 23.3 Pari passu ranking Each Obligor must ensure that - 112 23.3.1 its payment obligations under the Finance Documents at all times rank at least pari passu with all its present and future unsecured unsubordinated payment obligations, except for obligations mandatorily preferred by law applying to companies generally in its jurisdiction of incorporation or formation or any other jurisdiction where it carries on business; and 23.3.2 the Security conferred by each Security Document to which it is a party constitutes the ranking in priority which it is expressed to have in the Transaction Security Documents and Security of the type described, over the assets referred to, in that Security Document and that those assets are not subject to any prior or pari passu Security in favour of any other person. 23.4 Negative pledge 23.4.1 No Obligor shall (and the Obligors shall ensure that no other member of the Covenant Group will) create or permit to subsist any Security over any of its assets. 23.4.2 No Obligor shall (and the Obligors shall ensure that no other member of the Covenant Group will) - 23.4.2.1 sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor or any other member of the Covenant Group; 23.4.2.2 sell, transfer or otherwise dispose of any of its receivables on recourse terms; 23.4.2.3 enter into or permit to subsist any title retention arrangement; 23.4.2.4 enter into or permit to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or 23.4.2.5 enter into or permit to subsist any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset. 23.4.3 Clauses [23.4.1](#a11554) and [23.4.2 above](#a11559) do not apply to the following Security (each a Permitted Encumbrance ) - 113 23.4.3.1 any Existing Security, but only until the Existing Security Discharge Date in respect of that Existing Security; 23.4.3.2 the Cash Connect Group Cession and Pledge, provided that no additional Security is given after the Signature Date; 23.4.3.3 any Security given or purported to be given as Transaction Security; 23.4.3.4 any lien arising by operation of law and in the ordinary course of trading, and not as a result of any default or omission by any member of the Covenant Group; 23.4.3.5 any netting or set-off arrangement entered into by any member of the Covenant Group (other than the Term/RCF Borrower) pursuant to a Permitted Cash Management Agreement in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances and the cession in security of the loans created pursuant to such Permitted Cash Management Agreement, but only so long as (i) such arrangement does not permit credit balances of Obligors to be netted with debit balances of members of the Group which are not Obligors, and (ii) such arrangement does not give rise to any Security (other than such netting and set-off arrangements and the aforementioned cession) over the assets of any member of the Covenant Group; 23.4.3.6 any netting of payments under a Permitted Treasury Transaction (including netting on a close-out of a Permitted Treasury Transaction); 23.4.3.7 the cession of a bank account in favour of Nedbank Limited in relation to the guarantee facility referred to in clause [23.5.1.5;](#a11776) 23.4.3.8 a cession and pledge by a member of the Covenant Group of its shares in and claims against an Excluded Subsidiary in relation to any Financial Indebtedness incurred by that Excluded Subsidiary; 23.4.3.9 any Security arising under - 23.4.3.9.1 an instalment sale or a finance or capital lease of vehicles, plant, equipment or computers; or 23.4.3.9.2 any retention of title, hire purchase or conditional sale arrangement or arrangements having a similar effect in respect of goods supplied to a member of the Covenant Group in the ordinary course of trading and on 114 the supplier's standard or usual terms, and not as a result of any default or omission by any member of the Covenant Group, which, in each case, qualifies as Permitted Financial Indebtedness; 23.4.3.10 any Security arising as a result of a Permitted Disposal; 23.4.3.11 any cash Security in the maximum amount of ZAR5,000,000 granted to Nedbank Limited in respect of the Permitted Financial Indebtedness envisaged in clause [23.5.1.5;](#a11776) or 23.4.3.12 any Security expressly permitted in writing by the Facility Agent. 23.5 Financial Indebtedness 23.5.1 No Obligor shall (and the Obligors shall ensure that no other member of the Covenant Group will) incur or allow to remain outstanding any Financial Indebtedness. This restriction does not apply to the following items of Financial Indebtedness (in each case, a Permitted Financial Indebtedness ) - 23.5.1.1 any Existing Group Indebtedness, provided all such Existing Group Indebtedness is discharged in full on the first Utilisation Date; 23.5.1.2 any Financial Indebtedness incurred under the Finance Documents (excluding a WCF Document); 23.5.1.3 the Cash Connect Management Finance Documents, provided that all such Financial Indebtedness is discharged in full on the first Utilisation Date; 23.5.1.4 the Financial Indebtedness owing by the Term/RCF Borrower to the sellers pursuant to the Recharger Acquisition Agreement, provided that the Recharger Acquisition Agreement is not amended without the prior written consent of the Facility Agent and as further set out in clause [23.10.5;](#a12483) 23.5.1.5 the Financial Indebtedness incurred by the Term/RCF Borrower, EasyPay Proprietary Limited and Prism Payment Technologies Proprietary in favour of Nedbank in an amount not exceeding ZAR5,000,000 in aggregate at any time; 23.5.1.6 the Financial Indebtedness incurred by GAAP Point-Of-Sale Proprietary Limited in relation to - 115 23.5.1.6.1 a facility agreement concluded with FirstRand Bank Limited, acting through its First National Bank division and dated 23 May 2022, in respect of direct, credit card, settlement and asset finance facilities, provided that such Financial Indebtedness does not exceed ZAR16,500,000; 23.5.1.6.2 a facility agreement with The Standard Bank of South Africa Limited and dated 30 January 2025 in respect of fleet cards, provided that such Financial Indebtedness does not exceed ZAR1,200,000; 23.5.1.7 the Financial Indebtedness incurred by Adumo Payments Proprietary Limited in relation to - 23.5.1.7.1 a facility agreement with Nedbank Limited dated 13 July 2020 in respect of fleet cards, provided that such Financial Indebtedness does not exceed ZAR150,000; 23.5.1.7.2 a facility agreement with Nedbank Limited dated 7 December 2018 in respect of a credit card facility, provided that such Financial Indebtedness does not exceed ZAR1,800,010; 23.5.1.7.3 an overdraft facility with Capitec Bank Limited dated 17 October 2022, provided such Financial Indebtedness does not exceed ZAR2,000,000; 23.5.1.7.4 a debit order facility with Capitec Bank Limited dated 28 December 2023, provided that such Financial Indebtedness does not exceed ZAR30,000,000; 23.5.1.8 the Financial Indebtedness incurred by Adumo in relation to a facility agreement with Nedbank Limited dated 12 April 2021 in respect of credit cards, provided that such Financial Indebtedness does not exceed ZAR100,000; 23.5.1.9 the Financial Indebtedness incurred by Adumo Technologies Proprietary Limited in relation to: 23.5.1.9.1 a facility agreement with Nedbank Limited dated 13 February 2015 in respect of a credit card facility, provided that such Financial Indebtedness does not exceed ZAR200,000; and 23.5.1.9.2 a debit order facility with Nedbank Limited dated 20 August 2024, provided that such Financial Indebtedness does not exceed ZAR5,000,000; 116 23.5.1.10 the Financial Indebtedness incurred by Adumo Management Company Proprietary Limited in favour of Nedbank in an amount not exceeding ZAR1,500,000 in aggregate at any time; 23.5.1.11 the Financial Indebtedness incurred by Adumo Payouts Proprietary Limited in relation to a facility agreement with Nedbank Limited dated 13 August 2019, in respect of fleet cards, provided that such Financial Indebtedness does not exceed ZAR50,000; 23.5.1.12 the indemnity provided by the Term/RCF Borrower in favour of Investec Bank Limited ( Investec ) on or about 30 September 2024, pursuant to which the Term/RCF Borrower indemnified Investec against any Tax claims relating to the preference shares which were issued to Investec by Adumo; 23.5.1.13 any Financial Indebtedness incurred under a WCF Document, provided that – 23.5.1.13.1 the WCF Lender is or becomes party to this Agreement, the Intercreditor Agreement and any Subordination Agreement before or on the date on which that WCF Document is entered into; 23.5.1.13.2 the aggregate WCF Commitments in relation to the Covenant Group may not exceed the amounts set out in the definition of "WCF Commitments"; without the express prior consent of the Facility Agent; 23.5.1.14 any Financial Indebtedness incurred under the WesBank Agreement; 23.5.1.15 any Financial Indebtedness arising under a Permitted Loan, a Permitted Guarantee or a Permitted Treasury Transaction; 23.5.1.16 any Financial Indebtedness permitted under clause [23.5.1.3](#a11757) in respect of trade credit extended to a member of the Covenant Group by a supplier, which - 23.5.1.16.1 is entered into in in the ordinary course of its day-to-day business of that member of the Covenant Group; and 23.5.1.16.2 which does not have a term in excess of 120 days; and 23.5.1.17 any Financial Indebtedness expressly permitted in writing by the Facility Agent; or 117 23.5.1.18 any Financial Indebtedness of any member or members of the Covenant Group (other than the Term/RCF Borrower) or Holdco not otherwise permitted by this clause above, which together with the indebtedness incurred pursuant to clauses [23.13.10](#a13507) and [23.12.5.2](#a13305) does not at any time exceed ZAR50,000,000 (or its equivalent in another currency or currencies), which member of the Covenant Group or Holdco may only incur Financial Indebtedness under this clause [23.5.1.18](#a12026) if - 23.5.1.18.1 no Default is then continuing nor would result from such incurrence; and 23.5.1.18.2 the Term/RCF Borrower is in compliance with each of the financial undertakings set out in clause [22.1](#a10997) ( Undertakings in relation to financial condition ) immediately prior to and (taking into account the amount of the proposed Financial Indebtedness if it were to be incurred) immediately following such incurrence. 23.5.2 Holdco shall ensure that no member of the Covenant Group incurs any Financial Indebtedness in respect of any loans advanced by any direct shareholder in Holdco unless such loans are funded through Shareholder Contributions, and after being received by Holdco are paid to the Term/RCF Borrower firstly, and thereafter by the Term/RCF Borrower to such member of the Covenant Group by a payment or sequence of payments through the Group's capital structure and otherwise, if relevant, comply with clause [23.12.8](#a13353) (Loans out). 23.6 Disposals No Obligor shall (and the Obligors shall ensure that no other member of the Covenant Group will), enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset. This restriction does not apply to the following disposals which are (except for clause [23.6.2](#a12130) ) on arm's length terms (each a Permitted Disposal ) – 23.6.1 a disposal of trading stock for cash or for trade credit that is a Permitted Loan pursuant to clause [23.12.1](#a13150) (Loans out), in each case, in the ordinary course of trading; 23.6.2 a disposal of any asset by a member of the Covenant Group (the disposing entity ) to another member of the Covenant Group (other than an Excluded Subsidiary) (the acquiring entity ) incorporated in the same jurisdiction, but only if - 118 23.6.2.1 where the disposing entity is an Obligor, the acquiring entity must also be an Obligor (other than Holdco); 23.6.2.2 if the relevant asset is subject to Transaction Security, the acquiring entity must provide equivalent Security for the benefit of the Finance Parties (in form and substance satisfactory to the Facility Agent) and the following shall be delivered to the Facility Agent in respect thereof to the Facility Agent’s satisfaction - 23.6.2.2.1 legal opinions as to the capacity and authority of the relevant Obligor to grant such Transaction Security and the enforceability of such Transaction Security; and 23.6.2.2.2 copies of all resolutions required to be passed in respect of the authorisation of the granting of such Transaction Security; and 23.6.2.3 where the disposing entity is a Guarantor, the acquiring entity must also be a Guarantor in the Covenant Group guaranteeing an amount at all times no less than that guaranteed by the disposing entity; 23.6.3 a disposal of obsolete or redundant vehicles, plant and equipment for cash; 23.6.4 a disposal of assets (not being a business and not being shares, securities, interests in real property or rights under any Finance Document) in exchange for other assets comparable or superior as to type, value and quality and for a similar purpose (but, if the assets disposed of were subject to Transaction Security, only if Transaction Security is established for the benefit of the Finance Parties (in form and substance satisfactory to the Facility Agent) over any assets so acquired) and the following shall be delivered to the Facility Agent in respect thereof to the Facility Agent’s satisfaction - 23.6.4.1 legal opinions as to the capacity and authority of the relevant Obligor to grant such Transaction Security and the enforceability of such Transaction Security; and 23.6.4.2 copies of all resolutions required to be passed in respect of the authorisation of the granting of such Transaction Security; 23.6.5 a disposal of Cash Equivalents - 23.6.5.1 for Cash; or 119 23.6.5.2 in exchange for other Cash Equivalents, but, if the Cash Equivalents disposed of were subject to Transaction Security, only if Transaction Security is established for the benefit of the Finance Parties (in form and substance satisfactory to the Facility Agent) over any Cash Equivalents so acquired; 23.6.6 a disposal arising as a result of a Permitted Encumbrance; 23.6.7 any other disposal expressly permitted in writing by the Facility Agent; 23.6.8 a disposal by the Term/RCF Borrower of any treasury shares which it holds in Holdco in order to pay the purchase consideration (or a part thereof) in relation to a Permitted Acquisition envisaged in clause [23.10.6](#a12620) or [23.10.7](#a12776) ; 23.6.9 the disposal by Holdco to a member of the Covenant Group of Holdco's shares and claims in Kwande, provided that the Term/RCF Borrower has provided the Facility Agent with at least 30 Business Days prior written notice thereof and the Facility Agent has notified the Term/RCF Borrower that the Finance Parties are satisfied with the terms and conditions of that disposal prior to the implementation thereof; 23.6.10 any disposal of Mobikwik provided that - 23.6.10.1 the consideration for such disposal consists only of cash; 23.6.10.2 no Default is then continuing or would result from such disposal; and 23.6.10.3 the provisions of clause [8.4](#a6395) (Mandatory prepayment - material disposal and insurance proceeds) are complied with; 23.6.11 any other disposal not referred to in this clause [23.6](#a12102) above which is for cash, made on arm's-length terms and for full market value and on the condition that - 23.6.11.1 no Default is then continuing nor would result from such disposal; 23.6.11.2 the aggregate book value (determined with reference to the most recent financial statements, SEC Form or management accounts delivered to the Facility Agent) of assets Disposed for the period commencing on the Signature Date and ending on the Discharge Date does not exceed R60,000,000 (sixty million Rand) (excluding the proceeds received on account of the Disposal of Mobikwik; and 23.6.11.3 the Term/RCF Borrower is in compliance with each of the financial undertakings set out in clause [22.1](#a10997) (Undertakings in relation to financial condition) 120 immediately prior to and (taking into account the amount of the proposed disposal if it were to be implemented) immediately following such disposal. 23.7 Change of business The Obligors shall procure that no substantial change is made to the general nature of the business of any member of the Covenant Group or the Covenant Group as a whole from that carried on at the Signature Date. 23.8 Merger No Obligor shall (and the Obligors shall ensure that no other member of the Covenant Group will) enter into any amalgamation, demerger, merger, unbundling or corporate reconstruction. This restriction does not apply to - 23.8.1 any transaction or combination of transactions which is required to be implemented or expressly permitted by the terms of this Agreement; or 23.8.2 any other amalgamation, demerger, merger, unbundling or corporate reconstruction permitted in writing by the Facility Agent. 23.9 Assets Each Obligor shall (and the Obligors shall ensure that each member of the Covenant Group will) maintain in good working order and condition (ordinary wear and tear excepted) all of its assets necessary in the conduct of its business. 23.10 Acquisitions No Obligor (other than Holdco) shall (and the Obligors shall ensure that no other member of the Covenant Group will) acquire or subscribe for shares or other ownership interests in or equity securities of any company or other person, acquire any business or incorporate any company or other person. This restriction does not apply to the following transactions (each a Permitted Acquisition ) - 23.10.1 the acquisition by a member of the Covenant Group of an asset from another member of the Covenant Group pursuant to a Permitted Disposal; 23.10.2 an acquisition of shares or equity securities pursuant to a Permitted Share Issue; 23.10.3 the acquisition of Cash Equivalents; 23.10.4 the incorporation of a company as a member of the Covenant Group, but only if - 121 23.10.4.1 it is incorporated in a jurisdiction in Africa as a limited liability company or if not incorporated in a jurisdiction in Africa with limited liability, the Facility Agent has consented to the incorporation of such company in the relevant jurisdiction; 23.10.4.2 the aggregate amount paid upon incorporation or establishment of that company to capitalise it does not exceed R20,000 (or its equivalent in any other currency or currencies); 23.10.4.3 no Default is continuing on, or would occur as a result of, the incorporation of that company; and 23.10.4.4 the shares in the company, if held by an Obligor (other than Holdco), become subject to Transaction Security, in form and substance satisfactory to the Facility Agent and the following shall be delivered to the Facility Agent in respect thereof to the Facility Agent’s satisfaction - 23.10.4.4.1 legal opinions as to the capacity and authority of the relevant Obligor to grant such Transaction Security and the enforceability of such Transaction Security; and 23.10.4.4.2 copies of all resolutions required to be passed in respect of the authorisation of the granting of such Transaction Security, within 30 days of the date of its incorporation; 23.10.5 the acquisition of Recharger Proprietary Limited ( Recharger ) by the Term/RCF Borrower or Prism Holdings Proprietary Limited ( Prism Holdings ) provided that - 23.10.5.1 no Default has occurred which is continuing; 23.10.5.2 the sale of shares agreement concluded between the Term/RCF Borrower, Holdco, Ninety Nine Holdings Proprietary Limited and Imtiaz Dhooma on or about 19 November 2024 (the Recharger Sale Agreement ) or any other agreement referred to therein is not amended without the prior written consent of the Facility Agent; 23.10.5.3 the consideration payable by the Term/RCF Borrower or Prism Holdings to the sellers in terms of the Recharger Sale Agreement shall not exceed ZAR507,000,000, of which ZAR332,000,000 shall be payable in cash and the balance thereof by the delivery, to the sellers, of ordinary shares in Holdco 122 which, as at the Signature Date, are held by the Term/RCF Borrower (and if Prism Holdings acquires the shares in Recharger, by the Term/RCF Borrower making such payments on behalf of Prism Holdings and creation of a corresponding loan account between the Term/RCF Borrower and Prism Holdings); 23.10.5.4 the Term/RCF Borrower shall (either on its own behalf or on behalf of Prism Holdings) loan an amount not exceeding ZAR43,000,000 to discharge certain Financial Indebtedness of Recharger on the date on which it acquires all of the shares in Recharger (and if the Term/RCF Borrower advances the loan to Recharger on behalf of Prism Holdings, a corresponding loan account shall be created between the Term/RCF Borrower and Prism Holdings); 23.10.5.5 the cash consideration payable to the sellers in terms of the Recharger Acquisition Agreement and the amount contributed to Recharger is funded by Internally Generated Cash of the Covenant Group and/or is funded under the Senior Term Facilities (subject to the conditions contained therein); and 23.10.5.6 Recharger shall become an Obligor withing 30 days of the date on which the Term/RCF Borrower, or Prism Holdings (as applicable), acquires all of the shares in Recharger; 23.10.6 an acquisition for cash on arm's length terms from entities other than Related Parties, of (i) at least the majority (or acquiring additional shares in which a member of the Covenant Group already holds a majority) of the issued share capital and other equity securities of a limited liability company, or any business or undertaking carried on as a going concern (a Majority Acquisition ) funded, in each case, by (A) Internally Generated Cash (B) proceeds under the Facilities, (C) the transfer of treasury shares in Holdco held by the Term/RCF Borrower to the applicable seller but only if - 23.10.6.1 the Term/RCF Borrower has given 10 Business Days' prior notice to the Facility Agent of the intention to make such acquisition; 23.10.6.2 subject to clause [23.10.6.3.2](#a12716) below, the company, business or undertaking (as applicable) has generated positive earnings before interest, tax, depreciation, amortisation and impairment charges and positive cash flows (calculated, in the case of earnings before interest, tax, depreciation, amortisation and impairment charges, on a pro forma standalone basis and on substantially the same basis as Consolidated EBITDA, except that references to the Term/RCF Borrower will be construed as references to that Subsidiary, company or business), for the 123 12 month period ending on the most recent month-end prior to the closing date for that acquisition (or, if not ascertainable, for the financial year of that company, business or undertaking most recently ended prior to the closing date for such acquisition); 23.10.6.3 the acquiring entity procures that Security for the benefit of the Finance Parties (and the documents evidencing or creating that Security to be in form and substance satisfactory to the Facility Agent) is provided by all shareholders (and not only the acquiring entity) over all the issued shares in and claims against the company acquired and the following shall be delivered to the Facility Agent in respect thereof to the Facility Agent’s satisfaction - 23.10.6.3.1 legal opinions as to the capacity and authority of the relevant shareholders to grant such Transaction Security and the enforceability of such Transaction Security; and 23.10.6.3.2 copies of all resolutions required to be passed in respect of the authorisation of the granting of such Transaction Security; 23.10.6.3.3 the gross amount of consideration payable by any member of the Covenant Group in relation to such acquisition, when taken together with the aggregate amount of gross consideration applied in funding any other Majority Acquisitions under this clause [23.10.6.3.2](#a12716) , does not at any time exceed R500,000,000 (or its equivalent in another currency or currencies) plus any amount which the Term/RCF Borrower was entitled to Distribute to Holdco but that was not Distributed less the aggregate amount paid in relation to any Minority Acquisitions (as defined in clause [23.10.9)](#a12976) funded out of Internally Generated Cash or the proceeds of the Facilities; and 23.10.6.4 the Term/RCF Borrower is in compliance with each of the financial undertakings set out in clause [22.1](#a10997) (Undertakings in relation to financial condition) immediately prior to and (taking into account the proposed acquisition if it were to be made) immediately following the implementation of such acquisition; 23.10.6.5 no Default is continuing or would occur as a result of that acquisition; or 23.10.7 an acquisition for cash on arm's length terms from entities other than Related Parties, of Majority Acquisitions, funded by (A) Shareholder Contributions and/or (B) the transfer of treasury shares in Holdco held by the Term/RCF Borrower to the applicable seller but only if - 124 23.10.7.1 the Term/RCF Borrower has given 10 Business Days' prior notice to the Facility Agent of the intention to make such acquisition; 23.10.7.2 the applicable entity, business or undertaking to be acquired is congruent with the Covenant Group's strategy; 23.10.7.3 the company, business or undertaking (as applicable) has generated positive earnings before interest, tax, depreciation, amortisation and impairment charges and positive cash flows (calculated, in the case of earnings before interest, tax, depreciation, amortisation and impairment charges, on a pro forma standalone basis and on substantially the same basis as Consolidated EBITDA, except that references to the Term/RCF Borrower will be construed as references to that Subsidiary, company or business), for the 12 month period ending on the most recent month-end prior to the closing date for that acquisition (or, if not ascertainable, for the financial year of that company, business or undertaking most recently ended prior to the closing date for such acquisition); 23.10.7.4 if the acquiring entity is an Obligor (or required to become an Obligor), it procures that Security for the benefit of the Finance Parties (and the documents evidencing or creating that Security to be in form and substance satisfactory to the Facility Agent) is provided by all shareholders (and not only the acquiring entity) over all the issued shares in and claims against the company acquired and the following shall be delivered to the Facility Agent in respect thereof to the Facility Agent’s satisfaction - 23.10.7.4.1 legal opinions as to the capacity and authority of the relevant shareholders to grant such Transaction Security and the enforceability of such Transaction Security; and 23.10.7.4.2 copies of all resolutions required to be passed in respect of the authorisation of the granting of such Transaction Security; 23.10.7.5 the Term/RCF Borrower is in compliance with each of the financial undertakings set out in clause [22.1](#a10997) (Undertakings in relation to financial condition) immediately prior to and (taking into account the proposed acquisition if it were to be made) immediately following the implementation of such acquisition; 23.10.7.6 no Default is continuing or would occur as a result of that acquisition; 125 23.10.8 an acquisition for cash on arm's length terms from entities other than Related Parties, of a Majority Acquisition if such entity has not generated positive earnings before interest, tax, depreciation, amortisation and impairment charges or not generated positive cash flows (calculated, in the case of earnings before interest, tax, depreciation, amortisation and impairment charges, on a pro forma standalone basis and on substantially the same basis as Consolidated EBITDA, except that references to the Term/RCF Borrower will be construed as references to that Subsidiary, company or business), for the 12 month period ending on the most recent month-end prior to the closing date for that acquisition (or, if not ascertainable, for the financial year of that company, business or undertaking most recently ended prior to the closing date for such acquisition), funded by (A) Shareholder Contributions or (B) Internally Generated Cash of but only if - 23.10.8.1 the Term/RCF Borrower has given 10 Business Days' prior notice to the Facility Agent of the intention to make such acquisition; 23.10.8.2 the applicable entity, business or undertaking to be acquired is congruent with the Covenant Group's strategy; 23.10.8.3 the Term/RCF Borrower is in compliance with each of the financial undertakings set out in clause [22.1](#a10997) (Undertakings in relation to financial condition) immediately prior to and (taking into account the proposed acquisition if it were to be made) immediately following the implementation of such acquisition; 23.10.8.4 the gross amount of consideration payable by any member of the Covenant Group in relation to such acquisition, when taken together with the aggregate amount of gross consideration applied in funding any other acquisitions under this clause [23.10.8](#a12884) , does not at any time exceed R100,000,000 (or its equivalent in another currency or currencies); and 23.10.8.5 no Default is continuing or would occur as a result of that acquisition; 23.10.9 the acquisition by a member of the Covenant Group of 20% or more of the issued share capital and other equity securities of a limited liability company but less than 50% of the issued share capital and other equity securities of a limited liability company (a Minority Acquisition ) - 23.10.9.1 funded out of - 126 23.10.9.1.1 either Internally Generated Cash or the proceeds of the Facilities, provided that the requirements in clauses [23.10.6.1](#a12660) , [23.10.6.2](#a12665) , [23.10.6.4](#a12761) , [23.10.6.5](#a12772) are met in respect of that Minority Acquisition mutatis mutandis ; or 23.10.9.1.2 Shareholder Contributions, provided that the requirements in clauses [23.10.7.1](#a12802) , [23.10.7.2](#a12808) , [23.10.7.3](#a12814) , [23.10.7.5](#a12866) and [23.10.7.6](#a12877) are met in respect of that Minority Acquisition, mutatis mutandis ; 23.10.9.2 the gross amount of consideration payable by any member of the Covenant Group in relation to such acquisition, when taken together with the aggregate amount of gross consideration applied in funding any other acquisitions under this clause [23.10.9](#a12976) , does not at any time exceed R300,000,000 (or its equivalent in another currency or currencies); and 23.10.9.3 if the acquiring entity is an Obligor (or required to become an Obligor), it procures that Security for the benefit of the Finance Parties (and the documents evidencing or creating that Security to be in form and substance satisfactory to the Facility Agent) is provided by the acquiring entity over the issued shares in and claims against the company acquired and the following shall be delivered to the Facility Agent in respect thereof to the Facility Agent’s satisfaction - 23.10.9.3.1 legal opinions as to the capacity and authority of the relevant member of the Covenant Group to grant such Transaction Security and the enforceability of such Transaction Security; and 23.10.9.3.2 copies of all resolutions required to be passed in respect of the authorisation of the granting of such Transaction Security; 23.10.10 the acquisition by a member of the Covenant Group of Holdco's shares and claims in Kwande, provided that the Term/RCF Borrower has provided the Facility Agent with at least 30 Business Days prior written notice thereof and the Facility Agent has notified the Term/RCF Borrower that the Finance Parties are satisfied with the terms and conditions of that acquisition prior to the implementation thereof; 23.10.11 any acquisition expressly permitted in writing by the Facility Agent. 23.11 Joint Ventures 23.11.1 No Obligor shall (and the Obligors shall ensure that no other member of the Covenant Group will) - 127 23.11.1.1 enter into, invest in or acquire (or agree to acquire) any shares, stocks, securities, partnership interest or other interest in any Joint Venture; or 23.11.1.2 transfer any assets to or lend to or guarantee or give an indemnity for or grant any security interest for the obligations of a Joint Venture or maintain the solvency of, or provide working capital to, any Joint Venture (or agree to do any of the foregoing). 23.12 Loans out No Obligor (other than Holdco) shall (and the Obligors shall ensure that no other member of the Covenant Group will) be a creditor in respect of any Financial Indebtedness. This restriction does not apply to the following items (each a Permitted Loan ) - 23.12.1 trade credit extended by a member of the Covenant Group (save for EasyPay Financial Services Proprietary Limited and EasyPay Proprietary Limited) to its customers - 23.12.1.1 on its standard terms (unless the terms of that trade credit are more favourable to it than those standard terms); 23.12.1.2 in the ordinary course of its trading activities; and 23.12.1.3 which has a credit term of not more than 120 days; 23.12.2 loans provided by EasyPay Financial Services Proprietary Limited and EasyPay Proprietary Limited to their customers - 23.12.2.1 on their standard terms; 23.12.2.2 in the ordinary course of its trading activities; and 23.12.2.3 which has a credit term of not more than 12 Months; 23.12.3 the loan by the Term/RCF Borrower to Recharger in an amount not exceeding ZAR43,000,000 as envisaged in the Recharger Acquisition Agreement to be made on the date on which the Term/RCF Borrower acquires all of the issued shares in Recharger and as further envisaged in clause [23.10.5](#a12483) , provided that such agreement is not amended without the prior written consent of the Facility Agent; 23.12.4 loans provided by the Term/RCF Borrower to Holdco, which shall not exceed an aggregate of the ZAR equivalent of USD10,000,000 (Indexed) in any Financial Year less (i) the amount of any Kwande Distributions received in that Financial Year and 128 (ii) the amount of any Distributions made by the Term/RCF Borrower to Holdco in any Financial Year in accordance with clause [23.21.2](#a14044) , provided that - 23.12.4.1 any and all Authorisations required by any regulatory authority (including without limitation the Financial Surveillance Department of the South African Reserve Bank) to make such loan has been obtained; 23.12.4.2 no other amount due and payable under the Senior Facilities remains unpaid as at the date on which the payment is proposed to be made; 23.12.4.3 no Default is then continuing or would result from that payment; 23.12.4.4 taking into account the amount of the proposed loan if it were to be made immediately prior to and immediately following such payment each of the financial undertakings set out in clause [22.1](#a10997) (Undertakings in relation to financial condition) has been met, as prima facie evidenced by delivery to the Facility Agent of a certificate in the agreed form signed the chief financial officer of the Group and at least one director of the Term/RCF Borrower setting out (in reasonable detail) computations of such compliance (and which includes pro forma adjustments to take into account the amount of the proposed payment); 23.12.5 loans provided by - 23.12.5.1 one Obligor to another Obligor (other than Holdco); and/or 23.12.5.2 an Obligor to another member of the Covenant Group (which is not an Obligor in the Covenant Group) or a third party, provided that the loans outstanding together with the indebtedness incurred in accordance with clauses [23.5.1.18](#a12026) and [23.13.10](#a13507) do not exceed ZAR50,000,000 at any time; 23.12.5.3 a member of the Covenant Group which is not an Obligor to another member of the Covenant Group which is not an Obligor in the Covenant Group or an Excluded Subsidiary, provided that the loans outstanding do not exceed ZAR50,000,000 at any time; 23.12.6 any loan which is made pursuant to the Permitted Cash Management Arrangement; 23.12.7 loans or credit expressly permitted in writing by the Facility Agent; 129 23.12.8 loans or credit not otherwise permitted by this clause above provided by a member of the Covenant Group to its customers, provided that it may only provide loans or credit under this clause [23.12.8](#a13353) in the regular and ordinary course of business - 23.12.8.1 if no Default is then continuing nor would result from such provision; 23.12.8.2 to persons that are not direct or indirect shareholders of Holdco and/or any related or interrelated persons (as defined in the Companies Act) to any direct or indirect shareholders of Holdco; 23.12.8.3 if such loan is not to a Sanctioned Entity and will not constitute a Sanctioned Transaction; and 23.12.8.4 the Term/RCF Borrower is in compliance with each of the financial undertakings set out in clause [22.1](#a10997) (Undertakings in relation to financial condition) immediately prior to and (taking into account the amount of the proposed loan or credit if it were to be provided) immediately following the advance of such loan or credit. 23.13 Third party guarantees No Obligor shall (and the Obligors shall ensure that no other member of the Covenant Group will) incur or allow to remain outstanding any guarantee or suretyship in respect of any obligation of any person. This restriction does not apply to the following (in each case a Permitted Guarantee ) - 23.13.1 any guarantee arising under the Finance Documents; 23.13.2 guarantees provided by Holdco to a seller in respect of an acquisition, provided that such acquisition is a Permitted Acquisition contemplated in clause [23.10.6](#a12620) , [23.10.7](#a12776) , [23.10.8](#a12884) , [23.10.9](#a12976) , or [23.10.11.](#a13103) 23.13.3 guarantees by Obligors in the Covenant Group in respect of the Permitted Financial Indebtedness of other Obligors in the Covenant Group; 23.13.4 any guarantee required to be given to any municipality or utility provider, and made by a member of the Covenant Group in the regular and ordinary course of business; 23.13.5 any guarantee provided by a member of the Covenant Group to a third party financier of an Excluded Subsidiary, provided that the Facility Agent is satisfied that the liability 130 of that member of the Covenant Group is limited to the shares and claims held by that member of the Covenant Group in the applicable Excluded Subsidiary; 23.13.6 any guarantee provided by the Term/RCF Borrower to RMB in connection with the guarantee facility provided by RMB to Sandulela Technology Proprietary Limited, registration number 2002/021487/07, in terms of a working capital facility letter reference no: CM/01/Sandulela/2025, as may be amended, varied, restated or replaced from time to time (the Facility Letter ), provided that the aggregate amount payable by the Term/RCF Borrower in terms of that guarantee shall not exceed ZAR30,000,000, together with interest, costs and expenses relating thereto as set out in the Facility Letter; 23.13.7 any guarantee given by a member of the Covenant Group in relation to the Financial Indebtedness envisaged in clause [23.5.1.3;](#a11757) 23.13.8 any suretyship and/or guarantee entered into pursuant to the Permitted Cash Management Arrangement; 23.13.9 any guarantee expressly permitted in writing by the Facility Agent; 23.13.10 a guarantee (i) provided by an Obligor in the Covenant Group for the Financial Indebtedness of another Obligor in the Covenant Group, or (ii) provided by an entity which is not an Obligor in the Covenant Group for the Financial Indebtedness of another entity which is not an Obligor in the Covenant Group , provided that the aggregate indebtedness pursuant to this clause and clauses [23.5.1.18](#a12026) (Financial Indebtedness) and [23.12.5.2](#a13305) does not at any time exceed R50,000,000 (or its equivalent in another currency or currencies), and the remainder of the provisions of clause [23.5.1.18](#a12026) are complied with, mutatis mutandis ; and 23.13.11 the Facility Agent has, in relation to any guarantee or indemnity that replaces the guarantee or indemnity that is in effect as at the Closing Date (the Existing Guarantee/Indemnity ), confirmed that it is satisfied with the form of the replacement guarantee or indemnity and such form of guarantee or indemnity, as well as the Existing Guarantee/Indemnity, is not amended or replaced without the express prior written consent of the Facility Agent. 23.14 Treasury Transactions 131 23.14.1 No Obligor shall (and the Obligors shall ensure that no other member of the Covenant Group will) enter into any Treasury Transaction. This restriction does not apply to the following Treasury Transactions (each a Permitted Treasury Transaction ) - 23.14.1.1 spot and forward delivery foreign exchange contracts entered into in the ordinary course of business - 23.14.1.1.1 under a WCF Agreement; or 23.14.1.1.2 with any other financial institution, provided that no Security is provided to such financial institution and the aggregate Financial Indebtedness incurred by the members of the Covenant Group falls within the amounts set out in clause [23.5.1.18,](#a12026) but not for speculative purposes; or 23.14.1.2 any Treasury Transaction expressly permitted in writing by the Facility Agent. 23.15 Arm's length transactions No Obligor shall (and the Obligors shall ensure that no other member of the Covenant Group will) enter into any transaction with any person, otherwise than on arm's-length terms and for full market value, save for - 23.15.1 loans made or credit provided by members of the Covenant Group as permitted in terms of this Agreement; 23.15.2 transactions between members of the Covenant Group concluded in the ordinary course of business and, in circumstances where one or more of the parties to such transactions are not wholly owned Subsidiaries of the Term/RCF Borrower, on arms' length terms. 23.16 Insurance 23.16.1 In this clause a prudent owner means a prudent owner and operator of any business, and of assets of a type and size, similar in all cases to those owned and operated by any member of the Covenant Group in a similar location. 23.16.2 Each Obligor shall (and the Obligors shall ensure that each other member of the Covenant Group will) ensure that its Insurances - 132 23.16.2.1 insure it for its insurable interest in respect of all risks which are required to be insured against under any applicable law or regulation and which a prudent owner would insure against; 23.16.2.2 insure it against losses arising from business interruption (if a prudent owner would do so); and 23.16.2.3 in the case of any other asset or risk, provide cover up to a limit which a prudent owner would buy. 23.16.3 Each Obligor shall (and the Obligors shall ensure that each other member of the Covenant Group will) - 23.16.4 ensure that its Insurances are underwritten by an insurance company or underwriter which is of international standing and is not a captive insurer which is a member of the Covenant Group; and 23.16.5 ensure the terms of its Insurances are no less favourable than those which are generally available to a prudent owner, and subject to no greater excess, deductible or retention than a prudent owner of its assets and businesses would carry. 23.17 Insurances - Notice under the Short-Term Insurance Act 23.17.1 Each Obligor confirms, in respect of all Insurances required to be maintained by it under the Finance Documents, that it is aware and fully appraised of the following choices it has under section 43 of the Short-Term Insurance Act, 1998 ( Short-Term Insurance Act ) - 23.17.1.1 a choice of entering into a new policy contract, making available an existing policy contract or using a combination of those options; and 23.17.1.2 a choice as to the identity of the insurer (if a new policy contract is to be entered into) and the person (if any) who is to render services as intermediary in connection with the transaction; and 23.17.1.3 subject to the provisions of this Agreement, a choice as to whether or not the value of the relevant policy contracts will exceed the value of the interests of the Finance Parties. 23.17.2 This clause [23.17](#a13704) constitutes written notification to the Obligors of their rights under section 43 of the Short-Term Insurance Act. Regardless of the sequence in which the 133 Finance Documents are executed, no benefits under any policy contract made available to the Finance Parties under a Finance Document shall accrue to the Finance Parties before the Signature Date. 23.17.3 Each Obligor confirms that it exercised its freedom of choice under section 43 of the Short-Term Insurance Act and that it was not subject to any coercion or inducement as to the manner in which that freedom of choice was exercised. 23.18 Intellectual Property Rights 23.18.1 Except as provided below, each Obligor shall (and the Obligors shall ensure that each other member of the Covenant Group will) - 23.18.1.1 make any registration and pay any fee or other amount which is necessary to retain and protect the Intellectual Property Rights which are material to the business of a member of the Covenant Group; 23.18.1.2 record its interest in those Intellectual Property Rights; 23.18.1.3 take such steps as are necessary and commercially reasonable (including the institution of legal proceedings) to prevent third parties infringing those Intellectual Property Rights; 23.18.1.4 not use or permit any such Intellectual Property Right to be used in a way which may, or take or omit to take any action which may, adversely affect the existence or value of such Intellectual Property Right; and 23.18.1.5 not grant any licence in respect of those Intellectual Property Rights, without the express prior consent of the Facility Agent. 23.18.2 Clause [23.18.1 above](#a13774) does not apply to licence arrangements entered into between members of the Covenant Group for so long as they remain members of the Covenant Group or to licence arrangements entered into on normal commercial terms and in the ordinary course of its business. 23.19 Environmental matters 23.19.1 Each Obligor shall (and the Obligors shall ensure that each other member of the Group will) - 23.19.1.1 comply with all Environmental Law to which it is subject in all material respects; 134 23.19.1.2 obtain, maintain and ensure compliance with all Environmental Permits that are required to carry on its business in the ordinary course; and 23.19.2 implement procedures to monitor compliance with and to prevent liability under any Environmental Law, including monitoring adequate financial provisioning as required in respect thereof. 23.19.3 Each Obligor shall - 23.19.3.1 as soon as reasonably practicable and, in any event, within 30 days upon becoming aware of the same, inform the Facility Agent in writing of any breach of Environmental Law by any member of the Group, where the breach of Environmental Laws is material to the conduct of the business of a member of the Group or is reasonably likely to result in any liability for a Finance Party; 23.19.3.2 as soon as reasonably possible and, in any event, within 14 days upon becoming aware of the same (or such longer period as the Facility Agent may agree) inform the Facility Agent in writing of - 23.19.3.2.1 any Environmental Claim against it or any other member of the Group which is current, pending or threatened; and 23.19.3.2.2 any facts or circumstances which are reasonably likely to result in any Environmental Claim being commenced or threatened against it or any other member of the Group, where the Environmental Claim is material to the conduct of the business of a member of the Group or is reasonably likely to result in any liability for a Finance Party; 23.19.3.3 as soon as reasonably practicable following request by the Facility Agent, prepare and deliver to the Facility Agent - 23.19.3.3.1 a written report, in form and substance satisfactory to the Facility Agent, in respect of any such breach of Environmental Law or any actual or threatened Environmental Claim; and 23.19.3.3.2 a corrective action plan in respect of any failure by a member of the Group to comply with Environmental Laws (being a written plan, in form and substance satisfactory to the Facility Agent, to remedy any actual or potential adverse consequences of any such failure). 135 23.19.4 The Term/RCF Borrower hereby indemnifies each Finance Party and its officers, employees, agents and delegates (together the Indemnified Parties ) against any loss or liability suffered or incurred by that Indemnified Party (except to the extent caused by such Indemnified Party's own gross negligence or wilful default) which - 23.19.4.1 arises by virtue of any actual or alleged breach of any Environmental Law (whether by any Obligor, an Indemnified Party or any other person); or 23.19.4.2 arises in connection with an Environmental Claim, which relates to the Group, any assets of the Group or the operation of all or part of the business of the Group (or, in each case, any member of the Group) and which would not have arisen if the Finance Documents or any of them had not been executed by that Finance Party. 23.20 Share capital 23.20.1 No Obligor shall (and the Obligors shall ensure that no other member of the Covenant Group will) - 23.20.1.1 redeem, purchase, defease, retire or repay any of its shares or share capital (or any instrument convertible into shares or share capital) or resolve to do so; 23.20.1.2 issue any shares (or any instrument convertible into shares) which by their terms are redeemable or carry any right to a return prior to the Final Discharge Date; or 23.20.1.3 issue any shares or share capital (or any instrument convertible into shares or share capital) to any person. 23.20.2 Clauses [23.20.1.2](#a13949) and [23.20.1.3](#a13955) above do not apply to the following (each a Permitted Share Issue ) - 23.20.2.1 the issue of shares by a member of the Covenant Group which is not an Obligor to another member of the Covenant Group, provided that those shares are issued to the existing shareholders of that member of the Covenant Group; 23.20.2.2 the issue of shares by an Obligor or a member of the Group which is not an Obligor to another Obligor, provided that if any shares in the Obligor issuing those shares are the subject of Transaction Security, any further shares so issued 136 become the subject of an equivalent Security for the benefit of the Finance Parties on the same terms; 23.20.2.3 any issue of shares by Holdco provided that such issue does not lead to a Control Event; 23.20.2.4 an issue of shares to a person with the express prior consent of the Facility Agent. 23.21 Distributions 23.21.1 No Obligor (other than Holdco) shall (and the Obligors shall ensure that no other member of the Covenant Group will) make any distribution. This restriction does not apply to the following distributions (each a Permitted Distribution ) - 23.21.1.1 any cash distribution by a member of the Covenant Group to its direct Holding Company that is another member of the Covenant Group; 23.21.1.2 any cash distribution by a member of the Covenant Group to any of its minority shareholders provided such distribution is in relation to a dividend declared pro rata between all shareholders of that member of the Covenant Group; 23.21.1.3 any other distribution made with the express prior consent of the Facility Agent. 23.21.2 The Term/RCF Borrower may make payment of a cash distribution to Holdco, - 23.21.2.1 which shall not exceed an aggregate of the ZAR equivalent of USD10,000,000 (Indexed) in any Financial Year less (i) the amount of any Kwande Distributions received in that Financial Year and (ii) the amount of any loans made by the Term/RCF Borrower to Holdco in any Financial Year as permitted in terms of clause [23.12.4](#a13215) , provided that - 23.21.2.1.1 any and all Authorisations required by any regulatory authority (including without limitation the Financial Surveillance Department of the South African Reserve Bank) to make such Distribution has been obtained; 23.21.2.1.2 no other amount due and payable under the Senior Facilities remains unpaid as at the date on which the payment is proposed to be made; 23.21.2.1.3 no Default is then continuing or would result from that payment; 23.21.2.1.4 taking into account the amount of the proposed payment if it were to be made immediately prior to and immediately following such payment each 137 of the financial undertakings set out in clause [22.1](#a10997) (Undertakings in relation to financial condition) has been met, as prima facie evidenced by delivery to the Facility Agent of a certificate in the agreed form signed by the chief financial officer of the Group and at least one director of the Term/RCF Borrower setting out (in reasonable detail) computations of such compliance (and which includes pro forma adjustments to take into account the amount of the proposed payment); and 23.21.2.2 in addition to the cash distribution envisaged in clause [23.21.2.1](#a14050) , if the following conditions are met - 23.21.2.2.1 the Term/RCF Borrower has given 10 Business Days' prior notice to the Facility Agent of the intention to make such payment; 23.21.2.2.2 a Compliance Certificate for the Measurement Period ending on the Measurement Date immediately preceding the date on which that payment is proposed to be made has been delivered to the Facility Agent; 23.21.2.2.3 taking into account the amount of the proposed payment if it were to be made - 23.21.2.2.3.1 immediately prior to and immediately following such payment - 23.21.2.2.3.1.1 the ratio of Total Borrowings immediately prior to and following such payment to Consolidated EBITDA for the 12 Month period ending on the most recent Measurement Date is less than 2.00; and 23.21.2.2.3.1.2 each of the financial undertakings set out in clause [22.1](#a10997) (Undertakings in relation to financial condition) has been met; and 23.21.2.2.3.2 for the next three Measurement Periods ending on the three Measurement Dates immediately following that payment each of the financial undertakings set out in clause [22.1](#a10997) (Undertakings in relation to financial condition) (on the basis of reasonable assumptions) are forecast to be met, in each case, as prima facie evidenced by delivery to the Facility Agent of a certificate in the agreed form signed by the chief financial officer of the Group and at least one director of the Term/RCF Borrower setting out (in 138 reasonable detail) computations of such compliance (and which includes pro forma adjustments to take into account the amount of the proposed payment); 23.21.2.2.4 all amounts payable under clause [9](#a6959) (Prepayment offers and priorities) have been received in full by the relevant Lenders; 23.21.2.2.5 any and all Authorisations(including without limitation the Financial Surveillance Department of the South African Reserve Bank) required by any regulatory authority to make such Distribution has been obtained; 23.21.2.2.6 no other amount due and payable under the Senior Facilities remains unpaid as at the date on which the payment is proposed to be made; 23.21.2.2.7 no Default is then continuing or would result from that payment; 23.21.2.2.8 that payment is not prohibited under any applicable law; and 23.21.2.2.9 no more than two such payments may be made during any financial year of the Group. 23.22 Taxes 23.22.1 Each Obligor shall (and the Obligors shall ensure that each other member of the Group will) pay and discharge all Taxes imposed upon it or its assets within the time period allowed without incurring penalties unless and only to the extent that - 23.22.1.1 such payment is being contested in good faith; 23.22.1.2 the amount under dispute is not in excess of 2% in aggregate of Consolidated EBITDA (calculated with reference to Holdco's most recently delivered annual financial statements); 23.22.1.3 adequate reserves are being maintained for those Taxes and the costs required to contest them which have been disclosed in its latest financial statements; and 23.22.1.4 such payment can be lawfully withheld. 23.22.2 No member of the Group may change its residence for Tax purposes. 23.23 Amendments to documents 139 23.23.1 No Obligor (other than Holdco) shall (and the Obligors shall ensure that no other member of the Covenant Group will) - 23.23.1.1 amend its memorandum of incorporation or other constitutional documents; 23.23.1.2 amend or waive any term of any document delivered to the Facility Agent pursuant to clause [5.1](#a5996) (Initial conditions precedent), without the express prior written consent of the Facility Agent or which are minor or administrative in nature and will not adversely affect the interests of the Finance Parties. 23.23.2 The Term/RCF Borrower must promptly supply to the Facility Agent a copy of any amendment to any of the documents referred to in clause [23.23.1](#a14306) above. 23.24 Access 23.24.1 Upon reasonable notice by the Facility Agent, each Obligor shall (and the Obligors shall ensure that each other member of the Group will) allow any one or more representatives of the Finance Parties and/or accountants or other professional advisers appointed by the Finance Parties to have access during normal business hours to the premises, assets, books and records of that member of the Group. 23.24.2 The Facility Agent may not give notice under clause [23.24.1](#a14348) above more than twice every financial year, unless it reasonably believes that a Default is continuing or may have occurred or may occur and notifies the Term/RCF Borrower that it is exercising its rights under this clause [23.24.](#a14344) 23.25 Anti-corruption laws and Sanctions 23.25.1 No Obligor shall (and the Obligors shall ensure that no other member of the Group will) - 23.25.1.1 contravene any Sanctions; 23.25.1.2 at any time be a party to or participate in a Sanctioned Transaction in any manner; or 23.25.1.3 directly or indirectly use the proceeds of any Facility for any purpose which would breach the Prevention and Combatting of Corrupt Activities Act, 2004, the United Kingdom Bribery Act 2010, the United States Foreign Corrupt Practices Act of 1977 or other similar legislation in other jurisdictions. 140 23.25.2 Each Obligor shall (and Holdco shall ensure that each member of the Group will) - 23.25.2.1 take all reasonable steps to ensure that appropriate controls and safeguards are in place, designed to prevent it or any other member of the Group from being or becoming involved in a Sanctioned Transaction; and 23.25.2.2 conduct its businesses in compliance with applicable anti-corruption laws and maintain policies and procedures designed to promote and achieve compliance with such laws. 23.26 Further Transaction Security 23.26.1 Each Additional Guarantor shall, immediately upon becoming an Additional Guarantor, execute and deliver to the Debt Guarantor (on behalf of the Facility Agent) such Security Documents, in form and substance satisfactory to the Facility Agent, as may be necessary to ensure that all of the Transaction Security required under Annexure G (Transaction Security) from it is established in favour of the Debt Guarantor over all of its assets. 23.26.2 If, after the Closing Date or the date upon which it became an Obligor, an Obligor (other than Holdco) acquires any relevant assets (including any shares or ownership interests in and/or claims against any person) over which it is required to establish Transaction Security pursuant to Annexure G (Transaction Security), it shall execute and deliver to the Debt Guarantor such Security Documents, in form and substance satisfactory to the Facility Agent, as may be necessary to ensure that at all times such required effective first-ranking Transaction Security is established in favour of the Debt Guarantor over those assets, within 10 Business Days of being acquired (in respect of any such assets situated, or entity established, in South Africa) or 30 Business Days of being acquired (in respect of any such assets situated, or entity established, in another jurisdiction). 23.26.3 If, at any time after the Closing Date, the aggregate of the gross assets, EBITDA (as defined in clause [2.1.101.4](#a2709) above) or total revenue of the Subsidiaries of the Term/RCF Borrower which are members of the Covenant Group incorporated in a jurisdiction outside South Africa, and who are not Obligors at that time, (the Non-SA Subsidiaries ) equal or exceed 10% of Consolidated EBITDA or 10% of the total assets or total revenue of the Covenant Group, as evidenced by reference to the most recent Compliance Certificate, financial statements of any such Subsidiary and the consolidated financial statements or management accounts of the Covenant Group or SEC Form (as applicable), then the Term/RCF Borrower must procure that the relevant 141 member or members of the Covenant Group holding shares, equity securities and other ownership interests in any such Non-SA Subsidiaries enter into Security Documents, in form and substance satisfactory to the Facility Agent, in favour of the Debt Guarantor to establish the Security equivalent to that described in clause 1.2 (South African Obligors and Material Subsidiaries) of Annexure G (Transaction Security) over all its shares, equity securities and other ownership interests it holds, from time to time, in any such Non-SA Subsidiary (together with all its debt claims (on shareholder loan account or otherwise) against that Non-SA Subsidiary), in relation only to so many of such Non-SA Subsidiaries as is required to ensure that if the financial position of such Non-SA Subsidiaries were not taken into account in calculating the gross assets, EBITDA or total revenue of all Non-SA Subsidiaries, the aggregate of (i) the EBITDA of the Non-SA Subsidiaries would be less than 10%, of Consolidated EBITDA and (ii) of the gross assets or total revenue of the Non-SA Subsidiaries would be less than 10% of the Consolidated EBITDA, gross assets or total revenue of the Covenant Group. For this purpose - 23.26.3.1 the EBITDA, gross assets or total revenue of a Non-SA Subsidiary of the Term/RCF Borrower which is a member of the Covenant Group will be determined from its financial statements or management accounts (in each case, consolidated if it has Subsidiaries) which were consolidated into the latest audited consolidated financial statements or management accounts of the Term/RCF Borrower or the SEC Form (adjusted on a pro forma basis as contemplated in clause [21.1.1.3](#a10090) or [21.1.5.2](#a10222) (Financial statements), as applicable); 23.26.3.2 if a Non-SA Subsidiary of the Term/RCF Borrower becomes a member of the Covenant Group after the date on which the latest audited consolidated financial statements or management accounts of the Term/RCF Borrower or the SEC Form have been prepared, the EBITDA, gross assets or total revenue of that Non- SA Subsidiary will be determined from its latest financial statements or management accounts (in each case, consolidated if it has Subsidiaries); 23.26.3.3 the Consolidated EBITDA, gross assets or total revenue of the Covenant Group will be determined from the latest audited consolidated financial statements or management accounts of the Term/RCF Borrower or the SEC Form (adjusted on a pro forma basis as contemplated in clause [21.1.1.3](#a10090) or [21.1.5.2](#a10222) (Financial statements), as applicable); 142 23.26.3.4 the EBITDA of a Non-SA Subsidiary will be determined on the same basis as Consolidated EBITDA (as defined in clause [2.2](#a4829) (Financial Definitions) above), except that references to the Covenant Group will be construed as references to that Non-SA Subsidiary; and 23.26.3.5 where financial statements and management accounts of a Non-SA Subsidiary or the Term/RCF Borrower are available in respect of the same accounting period, the financial statements shall be used for purposes of making the necessary determinations. 23.26.4 The Term/RCF Borrower must procure that the Security Documents required to be entered into under this clause are entered into, and to the extent necessary registered at any applicable statutory public register in any relevant jurisdiction, within 60 days of the date of delivery of a Compliance Certificate, financial statements, SEC Form or management accounts, as applicable. 23.26.5 Each Obligor shall (and shall procure that each other relevant member of the Covenant Group which is its Subsidiary will) at its own expense, execute and do all such assurances, acts and things as the Facility Agent may reasonably require - 23.26.5.1 for registering any Security Documents in any applicable statutory public register; or 23.26.5.2 for perfecting or protecting the Transaction Security intended to be afforded by the Security Documents; and 23.26.5.3 if a Security Document has become enforceable, for facilitating the realisation of all or any part of the assets which are subject to that Security Document and the exercise of all powers, authorities and discretions vested in a Finance Party, and in particular shall execute all transfers, cessions and releases of that Transaction Security, whether to the Debt Guarantor or to its nominees and give all notices, orders and directions which the Facility Agent may reasonably think expedient. 23.27 Ownership of Guarantors The Term/RCF Borrower shall ensure that - 23.27.1 in relation to each Original Guarantor, unless otherwise permitted under this Agreement, the percentage of the equity securities in the issued capital of any such Original Guarantor owned, directly or indirectly, legally and beneficially, by the 143 Term/RCF Borrower are equal to or greater than those percentages stipulated in the Group Structure Chart unless otherwise agreed in writing by the Facility Agent; and 23.27.2 in relation to each Additional Guarantor, unless otherwise permitted under this Agreement, the percentage of the equity securities in the issued capital of any such Additional Guarantor owned, directly or indirectly, legally and beneficially, by the Term/RCF Borrower are not less than the percentage held by the Term/RCF Borrower at the time such Additional Guarantor became a Guarantor pursuant to this Agreement. 23.28 Guarantor coverage 23.28.1 The Term/RCF Borrower shall ensure that, at all times after the Closing Date, the aggregate contribution of the Guarantors (calculated on an unconsolidated basis and excluding all intra-Covenant Group items and investments in Subsidiaries of any member of the Covenant Group) represents not less than 90% of - 23.28.1.1 the Consolidated EBITDA of the Covenant Group; 23.28.1.2 gross assets of the Covenant Group; and 23.28.1.3 total revenue of the Covenant Group. 23.28.2 If, at any time after the Signature Date - 23.28.2.1 it is demonstrated by reference to the most recent Compliance Certificate, the financial statements of any Subsidiary that is a member of the Covenant Group and the consolidated financial statements or management accounts of the Covenant Group or the SEC Form that any member of the Covenant Group is a Material Subsidiary; or 23.28.2.2 a member of the Covenant Group otherwise is or becomes a Material Subsidiary, then the Term/RCF Borrower shall, subject to clause [21.11](#a10796) ( Know your customer checks ) and the prior written consent of the Facility Agent being obtained, promptly and in any event within 10 Business Days of the delivery of those financial statements, SEC Form or management accounts procure that that Material Subsidiary becomes an Additional Guarantor in the manner required by clause [26.3](#a15959) ( Additional Guarantors ). 23.29 Dormant Subsidiaries No Obligor shall (and each Obligor shall ensure no other member of the Group will) cause or permit any member of the Covenant Group which is a Dormant Subsidiary to commence 144 trading or cease to satisfy the criteria for a Dormant Subsidiary unless such Dormant Subsidiary becomes an Additional Guarantor in accordance with clause [26.3](#a15959) ( Additional Guarantors ) if required to comply with the requirements of clause [23.28](#a14746) ( Guarantor coverage ). 23.30 Material Agreements 23.30.1 No Obligor shall (and the Obligors shall ensure that no other member of the Covenant Group will) amend, vary or terminate any Material Agreement - 23.30.1.1 without the prior approval of the Facility Agent; or 23.30.1.2 unless such amendments are more favourable to the Covenant Group; or 23.30.1.3 unless such amendments are minor or administrative in nature and do not adversely impact the interests of the Finance Parties in relation to the Finance Documents. 23.30.2 The Term/RCF Borrower shall promptly (or shall procure the prompt) supply to the Facility Agent of the details and copies of any amendments or variations proposed to or (with the prior approval of the Facility Agent in relation to only those Material Agreements referred to in clause [23.30.1](#a14855) above) made to any Material Agreement and any proposed or (with the prior approval of the Facility Agent in relation to only those Material Agreements referred to in clause [23.30.1](#a14855) above) actual termination of a Material Agreement. 23.31 EBITDA Holdco and the Term/RCF Borrower shall ensure that, at all times, the Term/RCF Borrower's earnings before interest, tax, depreciation, amortisation and impairment charges (calculated on the same basis as EBITDA) is equal to at least 90% of Holdco's earnings before interest, tax, depreciation, amortisation and impairment charges (calculated on the same basis as EBITDA) in any financial year. 24 EVENTS OF DEFAULT Each of the events or circumstances set out in this clause [24](#a14929) (other than [24.17](#a15481) ( Acceleration )) is an Event of Default. For the purposes of this clause [24](#a14929) , any reference to a member of the Covenant Group shall be deemed to exclude any Excluded Subsidiaries. 24.1 Non-payment 145 An Obligor does not pay on the due date any amount payable by it under a Finance Document, at the place and in the currency in which it is expressed to be payable unless - 24.1.1 that failure to pay is caused by administrative or technical error or a Disruption Event; and 24.1.2 payment is made in full within 3 Business Days of its due date. 24.2 Financial covenants Any requirement of clause [22](#a10993) ( Financial Covenants ) is not satisfied, unless that breach - 24.2.1 is capable of remedy under clause [22.3](#a11188) ( Equity cure ); and 24.2.2 is remedied, timeously and in full, in accordance with the requirements of that clause. 24.3 Other obligations 24.3.1 An Obligor or Security Provider fails to comply, timeously and in full, with any provision of a Finance Document to which it is party (in respect of an Obligor only, other than those referred to in clauses [24.1](#a14950) and [24.2](#a14973) above). 24.3.2 No Event of Default under clause [24.3.1](#a15002) above will occur, if the failure is capable of remedy and is remedied within 5 Business Days of the earlier of (A) the Facility Agent giving notice to the Term/RCF Borrower and (B) the applicable failure to comply. 24.4 Misrepresentation 24.4.1 Any representation or statement made or deemed to be made by an Obligor or Security Provider in the Finance Documents or any other document delivered by or on behalf of any Obligor or Security Provider under or in connection with any Finance Document is or proves to have been incorrect or misleading when made or deemed to be repeated. 24.4.2 No Event of Default under clause [24.4.1](#a15031) above will occur, if the circumstance giving rise to that misrepresentation is capable of remedy and is remedied w within 5 Business Days of the earlier of (A) the Facility Agent giving notice to the Term/RCF Borrower and (B) the applicable failure to comply. 24.5 Cross default and cross acceleration 24.5.1 Any of the following occurs in respect of a member of the Covenant Group or Security Provider - 146 24.5.1.1 any of its Financial Indebtedness (or any amount payable in respect of its Financial Indebtedness) is not paid when due (after the expiry of any originally applicable grace period); or 24.5.1.2 any of its Financial Indebtedness - 24.5.1.2.1 is declared to be or otherwise becomes prematurely due and payable prior to its stated maturity or, if the Financial Indebtedness arises under a guarantee, prior to the stated maturity of the Financial Indebtedness which is the subject of the guarantee; or 24.5.1.2.2 is placed on demand; 24.5.1.2.3 is capable of being declared by or on behalf of a creditor to be prematurely due and payable or of being placed on demand; 24.5.1.2.4 is required to be mandatorily prepaid in full or is capable of being required to be mandatorily prepaid in full (whether or not the event giving rise to such right has been waived by the creditor); or 24.5.1.2.5 is terminated or closed out or is capable of being terminated or closed out, in each case, as a result of an event of default or any provision having a similar effect (howsoever described); or 24.5.1.3 any commitment of a provider of Financial Indebtedness to it is cancelled or suspended, or is capable of being cancelled or suspended by such provider, in each case, as a result of an event of default or any provision having a similar effect (howsoever described); 24.5.1.4 any creditor becomes entitled to declare any Financial Indebtedness of a Covenant Group Member or a Security Provider due and payable prior to its specified maturity as a result of an event of default (however described), mandatory prepayment event (however described) or any provisions having a similar effect; or 24.5.1.5 any creditor of a Covenant Group Member or a Security Provider becomes entitled to foreclose on any Security given to secure any of its Financial Indebtedness. 147 24.5.2 No Event of Default will occur under this clause [24.5](#a15056) if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within clauses [24.5.1](#a15060) to [24.5.1.2](#a15075) is less than R20,000,000 (twenty million Rand) (or its equivalent in another currency or currencies). 24.6 Insolvency 24.6.1 A Material Group Company, Security Provider or any member of the Group is or is deemed for the purposes of any applicable law to be insolvent or unable to pay its debts as they fall due, admits its insolvency or its inability to pay its debts as they fall due, suspends making payments on any of its debts or announces an intention to do so or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to the rescheduling, restructuring or compromise of any of its indebtedness. 24.6.2 A Material Group Company, Security Provider or any member of the Group is or is deemed for the purposes of any applicable law to be "Financially Distressed" (as defined in the Companies Act). 24.6.3 The value of the assets of a Material Group Company, Security Provider or any member of the Group is less than its liabilities (taking into account contingent and prospective liabilities). 24.6.4 A moratorium is declared, instituted or takes effect in respect of any of the indebtedness of any Material Group Company, Security Provider or any member of the Group (in which event the ending of the moratorium will not remedy any Event of Default caused by that moratorium). 24.7 Insolvency and business rescue proceedings 24.7.1 Any corporate action, legal proceedings or other procedure or step (including an application to court, proposal or convening of a meeting) is taken with a view to - 24.7.1.1 the suspension of payments, a moratorium of any indebtedness, liquidation, winding-up, dissolution, administration, business rescue or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Material Group Company, Security Provider or any member of the Group; 24.7.1.2 a composition, compromise, assignment or arrangement with any creditor of a Material Group Company, Security Provider or any member of the Group; 148 24.7.1.3 the appointment of a liquidator (other than in respect of a solvent liquidation of a member of the Group which is not a member of the Covenant Group), receiver, administrative receiver, administrator, compulsory manager, business rescue practitioner or other similar officer in respect of any Material Group Company, Security Provider or any member of the Group or any of their assets; or 24.7.1.4 enforcement of any Security over any assets of any Material Group Company, Security Provider or any member of the Group, or any analogous procedure or step is taken in any jurisdiction; 24.7.2 A meeting is proposed or convened by the directors of any Material Group Company, Security Provider or any member of the Group, a resolution is proposed or passed, application is made or an order is applied for or granted, to authorise the entry into or implementation of any business rescue proceedings (or any similar proceedings) in respect of any Material Group Company, Security Provider or any member of the Group, or any analogous procedure or step is taken in any jurisdiction. 24.8 Creditors' process Any expropriation, attachment, sequestration, implementation of any business rescue plan, distress or execution affects any asset or assets of a member of the Covenant Group or a Security Provider. No Event of Default will occur under this clause [24.8](#a15291) if - 24.8.1 the affected assets are not subject to any Transaction Security and the aggregate value of those assets is less than R20,000,000 (twenty million Rand) (or its equivalent in another currency or currencies); or 24.8.2 that expropriation, attachment, sequestration, implementation of any business rescue plan, distress or execution is being contested in good faith and with due diligence and is discharged or set aside within 14 days. 24.9 Legal proceedings 24.9.1 Any member of the Covenant Group or Holdco fails to discharge in full, within 5 Business Days of the due date, any amount payable pursuant to a final judgment or order made or given by any court or other authority of competent jurisdiction in any litigation, arbitration, administrative, governmental, regulatory or other investigations, proceedings or enquiry (including any such investigations, proceedings or enquiry by any competition authority, environmental authority, tax authority or sector specific regulatory authority). 149 24.9.2 For the purposes of clause [24.9.1](#a15325) above, a final judgment or order means a judgment or order - 24.9.2.1 which is not appealable or is appealable but in respect of which the period for the lodging of an appeal has lapsed and the applicable member of the Covenant Group or Holdco has failed to institute appeal proceedings; and 24.10 which is not capable of rescission or is capable of rescission but in respect of which the period for applying for rescission has lapsed and the applicable member of the Covenant Group or Holdco has failed to apply for rescission or has applied for rescission of such judgment or order and the application for rescission has been denied. 24.11 Cessation of business A Group Company or Security Provider suspends, ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business or to change the nature of its business from that undertaken at the Signature Date. 24.12 Finance Documents 24.12.1 It is or becomes unlawful for a party (other than a Finance Party) to a Finance Document to perform any of its obligations under the Finance Documents. 24.12.2 Any obligation of a party (other than a Finance Party) to a Finance Document, under a Finance Document, for any reason, becomes unlawful or is not or ceases to be - 24.12.2.1 legal, valid or binding; or 24.12.2.2 enforceable or effective in accordance with its terms, or is alleged by a party to it (other than a Finance Party) to be ineffective in accordance with its terms. 24.12.3 Any Transaction Security created or expressed to be created or evidenced by a Security Document, or any subordination created under a Finance Document, for any reason, becomes unlawful or is not or ceases to be - 24.12.3.1 legal, valid or binding; or 24.12.3.2 enforceable or effective, or is alleged by a party to it (other than a Finance Party) to be ineffective, fails or ceases to establish the ranking and the priority of claims which it purports to create. 150 24.12.4 A party (other than a Finance Party) to a Finance Document repudiates that Finance Document or evidences an intention to repudiate a Finance Document. 24.13 Material adverse change Any event or circumstance occurs which the Majority Lenders reasonably believe has or is reasonably likely to have a Material Adverse Effect. 24.14 Audit qualification The Auditors qualify the audited annual consolidated financial statements of Holdco or the audited annual financial statements of any other Obligor. 24.15 Expropriation 24.15.1 The authority or ability of Holdco, any member of the Covenant Group or Security Provider to conduct its business is wholly or substantially curtailed by any seizure, expropriation, nationalisation, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority or other person. 24.15.2 By the authority of any governmental, regulatory or other authority or other person - 24.15.2.1 the management of any member of the Covenant Group or any Security Provider is wholly or substantially replaced; or 24.15.2.2 all or a majority of the shares of a member of the Covenant Group or a Security Provider or the whole or any part of its assets or revenues is seized, expropriated or compulsorily acquired. 24.16 Material Agreements 24.16.1 A member of the Covenant Group does not comply with any provision of a Material Agreement to which it is a party. 24.16.2 Any Material Agreement ceases to be in full force and effect by operation of law or by reason of the default of any member of the Covenant Group. 24.17 Acceleration If an Event of Default is continuing, the Facility Agent may, by notice to the Term/RCF Borrower and without prejudice to any other rights or remedies which a Finance Party may have under any Finance Document or at law - 151 24.17.1 cancel all or any part of the Total Commitments (whereupon they shall immediately be cancelled); 24.17.2 declare that all or part of the Loans, together with accrued interest, all other Senior Term Facility Outstandings under the Senior Term Facility and all other Senior RCF Outstandings under the Senior RCF - 24.17.2.1 are immediately due and payable (whereupon they shall become immediately due and payable); and/or 24.17.2.2 are payable on demand (whereupon they shall immediately become payable on demand by the Facility Agent); 24.17.3 claim immediate payment of all or part of any Loans and other Senior Facility Outstandings (whereupon they shall be immediately payable); and/or 24.17.4 exercise or direct the Debt Guarantor to exercise any or all of its rights, remedies, powers or discretions under the Security Documents. 25 CHANGES TO THE LENDERS 25.1 Cessions and delegations by the Lenders 25.1.1 Subject to this clause [25](#a15526) , a Lender (the Existing Lender ) may cede and/or delegate (a Transfer ) any or all of its rights and/or obligations under this Agreement, any Senior Facility Agreement to which it is a party and/or under any other Finance Document to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (a New Lender ), provided that an Existing Lender shall be required to Transfer a pro rata portion of its rights and obligations under each Senior Facility Agreement in relation to any Transfer. 25.1.2 Each Obligor consents to any splitting of claims which may arise as a result of a Transfer implemented under this Agreement. 25.2 Conditions of Transfer 25.2.1 The consent of the Term/RCF Borrower is not required for a Transfer by an Existing Lender if - 25.2.1.1 the New Lender is another Lender or an Affiliate of a Lender; 25.2.1.2 the New Lender is a person identified in Annexure H (Acceptable Lenders); or 152 25.2.1.3 a Default is continuing. 25.2.2 Except as detailed above, the express consent of the Term/RCF Borrower is required for a Transfer to a prospective New Lender. Where the consent of the Term/RCF Borrower to a Transfer is required that consent must not be unreasonably withheld or delayed. 25.2.3 The Term/RCF Borrower will be deemed to have given its consent 10 Business Days after the Existing Lender has requested it, unless consent is expressly refused by the Term/RCF Borrower within that time. 25.2.4 A Transfer will only be effective if the procedure set out in clause [25.4 below](#a15705) is complied with. 25.2.5 Each New Lender, by executing the relevant Transfer Certificate confirms, for the avoidance of doubt, that the Facility Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the Transfer becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender. 25.3 Limitation of responsibility of Existing Lenders 25.3.1 Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for - 25.3.1.1 the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents; 25.3.1.2 the financial condition of any Obligor; 25.3.1.3 the performance and observance by any Obligor of its obligations under the Finance Documents or any other documents; or 25.3.1.4 the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document, and any representations or warranties implied by law are excluded. 25.3.2 Each New Lender confirms to the Existing Lender and the other Finance Parties that it - 153 25.3.2.1 has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of each Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and 25.3.2.2 will continue to make its own independent appraisal of the creditworthiness of each Obligor and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force. 25.3.3 Nothing in any Finance Document obliges an Existing Lender to - 25.3.3.1 accept a re-Transfer from a New Lender of any of the rights and obligations Transferred under this clause [25](#a15526) ; or 25.3.3.2 support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Obligor of its obligations under the Finance Documents or otherwise. 25.4 Procedure for transfer 25.4.1 Subject to the conditions set out in clause [25.2 above](#a15563) a Transfer is effected in accordance with clause [25.4.3 below](#a15736) when the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Facility Agent shall, subject to clause [25.4.2 below](#a15728) , as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate. 25.4.2 The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it is satisfied it has complied with all necessary know your customer or other similar checks under all applicable laws and regulations that apply to it (if any) in relation to the transfer to such New Lender. 25.4.3 On the Transfer Date - 25.4.3.1 the Transfer shall take effect under the Finance Documents so that the rights and/or obligations which are the subject of the Transfer shall be ceded and delegated by the Existing Lender to the New Lender (being the Transferred Rights and Obligations ); 154 25.4.3.2 each of the Obligors shall perform their obligations and exercise their rights in relation to the Transferred Rights and Obligations in favour of or against the New Lender, as the case may be; 25.4.3.3 the Facility Agent, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Senior Lender with the rights and/or obligations comprising the Transferred Rights and Obligations; 25.4.3.4 the Existing Lender shall be released from further obligations to each other Lender under the Finance Documents to the extent of the Transferred Rights and Obligations; and 25.4.3.5 the New Lender shall become a Party as a Lender . 25.5 Costs resulting from a change of Lender If - 25.5.1 a Lender Transfers any of its rights or obligations under the Finance Documents; and 25.5.2 as a result of circumstances existing at the date the Transfer occurs, an Obligor would be obliged to make a Tax Payment (as defined in clause [14](#a7688) (Tax Gross-up and Indemnities)) or pay any Increased Cost (as defined in clause [15](#a8005) (Changes in Costs)), then, unless the Transfer is made by a Lender in order to mitigate any circumstances giving rise to the Tax Payment, Increased Cost or a right to be prepaid and/or cancelled by reason of illegality, the Obligor need only pay that Tax Payment or Increased Cost to the same extent that it would have been obliged to if the Transfer had not occurred. 25.6 Copy of Transfer Certificate to the Term/RCF Borrower The Facility Agent shall send to the Term/RCF Borrower a copy of each Transfer Certificate executed by it in accordance with clause [25.4.1 above](#a15709) as soon as reasonably practicable after it has executed any such Transfer Certificate. 25.7 Accession of WCF Lenders 25.7.1 No person providing a Working Capital Facility to any Obligor shall be entitled to share in any Transaction Security or to benefit from any guarantee or indemnity in respect of any amounts which are or may become owing to it under that Working 155 Capital Facility, and no such amount will be treated as WCF Outstandings, unless that person is or becomes party (as WCF Lender) to - 25.7.1.1 this Agreement; 25.7.1.2 the Intercreditor Agreement; and 25.7.1.3 the Subordination Agreement (to the extent one is entered into). 25.7.2 A person shall not become party to any Finance Document as a WCF Lender (and no amounts which are or may become owing to it will be treated as WCF Outstandings for purposes of a Finance Document), unless - 25.7.2.1 the Facility Agent has consented to that person becoming a WCF Lender (except that this requirement will not apply to a person which is a Lender or an Affiliate of a Lender); and 25.7.2.2 that person has executed and delivered to the Facility Agent an Accession Letter. 25.7.3 Subject to the requirements of this clause [25.7](#a15821) , with effect from the date of acceptance by the Facility Agent of an Accession Letter duly executed and delivered to the Facility Agent by a person who proposes to accede to the Finance Documents as a WCF Lender (or, if later, the date specified in that Accession Letter), that person shall become party to this Agreement, the Intercreditor Agreement, the Subordination Agreement (to the extent one is entered into) and the other Finance Documents as a WCF Lender and shall assume the same obligations and become entitled to the same rights, as if it had been an original party to those Finance Documents as a WCF Lender. 26 CHANGES TO THE OBLIGORS 26.1 Transfers by the Obligors No Obligor may cede any of its rights nor delegate any of its obligations under the Finance Documents. 26.2 Additional WCF Borrower 26.2.1 Subject to compliance with the provisions of clause [21.11](#a10796) (Know your customer checks), the Term/RCF Borrower may request that (i) any wholly-owned member of the Covenant Group becomes an Additional WCF Borrower. That member of the Covenant Group shall become a WCF Borrower if - 26.2.1.1 all the Lenders approve the addition of that member; 156 26.2.1.2 the Term/RCF Borrower delivers to the Facility Agent a duly completed and executed Accession Letter; 26.2.1.3 the Term/RCF Borrower confirms that no Default is continuing or would occur as a result of that member of the Covenant Group becoming an Additional WCF Borrower; and 26.2.1.4 the Facility Agent has received all of the documents and other evidence listed in Part II of [Annexure B](#a20071) (Conditions precedent) in relation to the Additional WCF Borrower, each in form and substance satisfactory to the Facility Agent. 26.2.2 The Facility Agent shall notify the Term/RCF Borrower and the Lenders as soon as reasonably practicable upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part II of [Annexure B](#a20071) (Conditions precedent). 26.3 Additional Guarantors 26.3.1 If the Term/RCF Borrower - 26.3.1.1 requests that a member of the Covenant Group becomes an Additional Guarantor and if the Lenders consent thereto; or 26.3.1.2 is required under this Agreement to ensure that any member of the Covenant Group becomes an Additional Guarantor (including without limitation, if a member of the Covenant Group becomes a WCF Borrower or a Material Subsidiary after the Signature Date), it must give not less than 10 Business Days' prior notice to the Facility Agent. 26.3.2 The Term RCF Borrower shall ensure that any member of the Covenant Group which becomes a Material Subsidiary after the Signature Date becomes an Additional Guarantor by no later than the date 10 Business Days after the date on which that entity becomes a Material Subsidiary. 26.3.3 The Term/RCF Borrower must ensure that any such member of the Covenant Group (including Adumo and its subsidiaries listed above, once they become members of the Covenant Group) supplies to the Facility Agent all the documents and evidence set out in Part II of [Annexure B](#a20071) (Conditions Precedent), in form and substance satisfactory to it. 157 26.3.4 The relevant member of the Covenant Group (subject to the Lenders' prior written consent in circumstances where the Term/RCF Borrower has requested that such member of the Covenant Group becomes a Guarantor to ensure that compliance with clause [23.28.1)](#a14750) - 26.3.4.1 will become an Additional Guarantor ; 26.3.4.2 will accede and become bound as an Indemnifier under (and as defined in) the Counter-indemnity Agreement; 26.3.4.3 if incorporated in South Africa, will accede and become bound as an Additional Cedent under (and as defined in) the Security Cession & Pledge and will, to the extent relevant, grant any other Security referred to in clause [1](#a22350) (South African Obligors and Material Subsidiaries) of Annexure G (Transaction Security); 26.3.4.4 if incorporated in a jurisdiction other than South Africa, must grant such Security as may be required in terms of clause [2](#a22405) (Non-South African Obligors and Material Subsidiaries) of Annexure G (Transaction Security) under the laws of its jurisdiction of incorporation or formation, 26.3.5 on the date of the Accession Letter executed by it and provided that the Facility Agent is satisfied that such entity become an Additional Guarantor. 26.4 Repetition of Representations Delivery of an Accession Letter constitutes confirmation by the relevant Subsidiary that the Repeating Representations are true and correct in relation to it as at the date of delivery as if made by reference to the facts and circumstances then existing. 26.5 Resignation of a Guarantor 26.5.1 The Term/RCF Borrower may request that a Guarantor (other than Holdco or a Borrower) ceases to be a Guarantor and an Indemnifier under the Counter-indemnity Agreement, and be released from any Security Document to which it is a party, by delivering to the Facility Agent a Resignation Letter. 26.5.2 The Facility Agent shall accept a Resignation Letter and notify the Term/RCF Borrower and the Lenders of its acceptance if - 26.5.2.1 no Default is continuing or would result from the acceptance of the Resignation Letter (and the Term/RCF Borrower has confirmed this is the case); and 158 26.5.2.2 all the Lenders have consented to the Term/RCF Borrower's request. 27 FACILITY AGENT 27.1 Under the Intercreditor Agreement – 27.1.1 each Lender has appointed the Facility Agent to act as its facility agent under and in connection with the Finance Documents; 27.1.2 each WCF Lender has appointed the Facility Agent to act as its facility agent under and in connection with the Finance Documents, other than the day-to-day administration of the WCF Documents, 27.1.3 WesBank has appointed the Facility Agent to act as its facility agent under and in connection with the Finance, other than the day-to-day administration of the WesBank Agreements; 27.1.4 including, in respect of the Senior Term Facilities and the Senior RCF, the disbursement of Loans, the receipt of amounts payable to the Lenders under the Finance Documents, any amendments of, or waivers or consents under, the applicable Finance Documents, the receipt of documents and information required to be delivered to the Lenders under the Finance Documents, the receipt of notices from the Term/RCF Borrower to the Finance Parties (or any of them) under the Finance Documents, and the giving of notices to the Term/RCF Borrower by the Finance Parties (or any of them) under the Finance Documents (together, the Agency Matters ). 27.2 A reference to the Facility Agent in any Finance Document, is a reference to the Facility Agent acting in its capacity as such. 27.3 The Obligors – 27.3.1 may assume that the Facility Agent is duly authorised to represent the other Finance Parties in all Agency Matters and that all actions taken by the Facility Agent in connection with an Agency Matter are duly authorised; and 27.3.2 are not entitled nor obliged directly to deal with, or act on the instructions of, a Finance Party other than the Facility Agent, unless expressly otherwise provided in a Finance Document. 27.4 A reference in a Finance Document to any action undertaken or required to be undertaken by the Facility Agent in relation to an Agency Matter (including the exercise of any 159 discretion under the Finance Documents) is a reference to the Facility Agent acting as the duly authorised agent of the Finance Parties. 27.5 An Obligor shall have no claim against the Facility Agent for the recovery of any losses or damages which it may suffer as a result of anything which the Facility Agent does, or omits to do, in performing its functions as the Facility Agent under the Finance Documents (unless such losses or damages arise by reason of gross negligence or wilful default of the Facility Agent alone). 28 SHARING AMONG THE FINANCE PARTIES 28.1 Payments to Finance Parties If a Finance Party (a Recovering Finance Party ) receives or recovers any amount from an Obligor other than in accordance with clause [31](#a16399) (Payment Mechanics) (a Recovered Amount ) and applies that amount to a payment due under the Finance Documents then - 28.1.1 the Recovering Finance Party shall, within 3 Business Days, notify details of the receipt or recovery, to the Facility Agent; 28.1.2 the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid had the receipt or recovery been received or made by the Facility Agent and distributed in accordance with clause [31](#a16399) (Payment Mechanics), without taking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and 28.1.3 the Recovering Finance Party shall, within 3 Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the Sharing Payment ) equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Party as its share of any payment to be made. 28.2 Redistribution of payments The Facility Agent shall treat the Sharing Payment as if it had been paid by the relevant Obligor and distribute it between the Finance Parties (other than the Recovering Finance Party) (the Sharing Finance Parties ) in accordance with the Intercreditor Agreement towards the obligations of that Obligor to the Sharing Finance Parties. 28.3 Recovering Finance Party's rights 28.3.1 On a distribution by the Facility Agent under clause [28.2 above](#a16263) of a payment received by a Recovering Finance Party from an Obligor, as between the relevant Obligor and 160 the Recovering Finance Party, an amount of the Recovered Amount equal to the Sharing Payment will be treated as not having been paid by that Obligor. 28.3.2 If and to the extent that the Recovering Finance Party is not able to rely on its rights under clause [28.3.1 above](#a16278) (that is, an amount equal to the Sharing Payment is treated as having been paid by the relevant Obligor), the Obligors shall be liable to the Recovering Finance Party for a debt equal to the Sharing Payment which is immediately due and payable. 28.4 Reversal of redistribution If any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering Finance Party, then - 28.4.1 each Sharing Finance Party shall, upon request of the Facility Agent, pay to the Facility Agent for the account of that Recovering Finance Party an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Finance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the Redistributed Amount); and 28.4.2 as between the relevant Obligor and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will be treated as not having been paid by that Obligor. 28.5 Exceptions 28.5.1 This clause [28](#a16217) shall not apply to the extent that the Recovering Finance Party would not, after making any payment pursuant to this clause, have a valid and enforceable claim against the Obligors. 28.5.2 A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received or recovered as a result of taking legal or arbitration proceedings, if - 28.5.2.1 it notified that other Finance Party of the legal or arbitration proceedings; and 28.5.2.2 that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings. 161 29 CONDUCT OF BUSINESS BY THE FINANCE PARTIES No provision of this Agreement will - 29.1 interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit; 29.2 oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or 29.3 oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax. 30 FINANCE PARTY RIGHTS Clauses [27](#a16125) (The Facility Agent) to clause [29](#a16362) (Conduct of business by the Finance Parties) are for the benefit of the Finance Parties only. The Obligors do not have any rights or benefits under those clauses. 31 PAYMENT MECHANICS 31.1 Payments to the Facility Agent 31.1.1 On each date on which an Obligor or a Lender is required to make a payment under a Finance Document (other than a WCF Agreement or a WesBank Agreement), that Obligor or Lender shall make the same available to the Facility Agent (unless a contrary indication appears in a Finance Document) in Rand for value by no later than 12h00 (Johannesburg time) on the due date and in such funds specified by the Facility Agent. 31.1.2 All such payments shall be made to such account in South Africa with such bank as the Facility Agent may specify by notice to the Term/RCF Borrower. Until otherwise notified by the Facility Agent from time to time, its bank account details for these purposes are as follows - Account Name - RMB Domestic Money Market Account Bank - First National Bank Account Number -XXX Branch Name - XXX Branch Code - XXX Reference - XXX 31.2 Distributions to an Obligor 162 The Facility Agent may (with the consent of the Obligor or in accordance with clause [32](#a16681) (Set-off)) apply any amount received by it for that Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Obligor under the Finance Documents. 31.3 Clawback 31.3.1 Where a sum is to be paid to the Facility Agent under the Finance Documents for another Party, the Facility Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum. 31.3.2 If the Facility Agent pays an amount to another Party and it proves to be the case that the Facility Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Facility Agent shall on demand refund the same to the Facility Agent together with interest on that amount from the date of payment to the date of receipt by the Facility Agent, calculated by the Facility Agent to reflect its cost of funds. 31.4 No set-off by Obligors All payments to be made by an Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim. 31.5 Partial payments 31.5.1 Subject to clause [8.9](#a6756) (Application of partial prepayments) in respect of the application of partial payments as between the Senior Term Facility Lenders and Senior RCF Lenders, if the Facility Agent receives a payment that is insufficient to discharge all the amounts then due and payable by an Obligor under the Finance Documents, the Facility Agent shall apply that payment towards the obligations of that Obligor under the Finance Documents in the following order - 31.5.1.1 first , in or towards payment pro rata of any unpaid fees, costs and expenses of the Facility Agent under the Finance Documents; 31.5.1.2 second , in or towards payment pro rata of any accrued interest, fees, Break Costs or commission due but unpaid under the Finance Documents ; 31.5.1.3 third , in or towards payment pro rata of any principal due but unpaid under the Finance Documents; 163 31.5.1.4 fourth , in or towards payment pro rata of any other sum due but unpaid under the Finance Documents. 31.5.2 This clause [31.5](#a16509) will override any appropriation made by an Obligor other than in accordance with clause [8.9](#a6756) (Application of partial prepayments). 31.6 Business Days 31.6.1 If a payment under the Finance Documents is due on a day which is not a Business Day, the due date for that payment will instead be the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not). 31.6.2 During any extension of the due date for payment of any principal or Unpaid Sum under a Senior Facility Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date, subject to any provisions in a Senior Facility Agreement relating to the accrual and payment of default interest. 31.7 Currency of account 31.7.1 Subject to the provisions of this clause below, Rand is the currency of account and payment for any sum due from an Obligor under any Finance Document. 31.7.2 Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred. 31.7.3 Any amount expressed to be payable in a currency other than Rand shall be paid in that other currency. 31.8 Disruption to Payment Systems etc. If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by the Term/RCF Borrower that a Disruption Event has occurred - 31.8.1 the Facility Agent may, and shall if requested to do so by the Term/RCF Borrower, consult with the Term/RCF Borrower with a view to agreeing with the Term/RCF Borrower such changes to the operation or administration of the Facilities as the Facility Agent may deem necessary in the circumstances; 31.8.2 the Facility Agent shall not be obliged to consult with the Term/RCF Borrower in relation to any changes mentioned in clause [31.8.1 above](#a16625) if, in its opinion, it is not 164 practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes; 31.8.3 the Facility Agent shall consult with the Finance Parties in relation to any changes mentioned in clause [31.8.1 above](#a16625) but shall not be obliged to do so if, in its opinion, it is not practicable to do so in the circumstances; 31.8.4 any such changes agreed upon by the Facility Agent and the Term/RCF Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties as an amendment to (or, as the case may be, waiver of) the terms of the Finance Documents notwithstanding the provisions of clause [35](#a17195) (Amendments and Waivers); 31.8.5 the Facility Agent shall not be liable for any damages, costs or losses whatsoever arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this clause [31.8](#a16616) ; and 31.8.6 the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to clause [31.8.4 above.](#a16655) 32 SET-OFF A Finance Party may set off any matured obligation due from an Obligor under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to that Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off. 33 CALCULATIONS AND CERTIFICATES 33.1 Accounts In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate. 33.2 Certificates and Determinations Any certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, prima facie evidence of the matters to which it relates. 165 33.3 Day count convention Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 365 days (irrespective of whether the year in question is a leap year). 34 NOTICES 34.1 Communications in writing Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by email or letter. 34.2 Addresses The address and email address (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is - 34.2.1 in the case of Holdco - Address - President Place, Jan Smuts Ave &, Bolton Rd, Rosebank, Johannesburg, 2196 Email address - XXX with a copy to XXX For the attention of - Chief Financial Officer - Daniel Smith 34.2.2 the case of the Term/RCF Borrower - Address - President Place, Jan Smuts Ave &, Bolton Rd, Rosebank, Johannesburg, 2196 Email address - XXX with a copy to XXX For the attention of - Chief Financial Officer - Daniel Smith 34.2.3 in the case of each other Obligor, the address and other details specified for the Term/RCF Borrower in clause [34.2.1 above;](#a16752) 34.2.4 in the case of the Facility Agent (in its capacity as such) - Address - 1 Merchant Place - 16th Floor cnr Fredman Drive and Rivonia Road Sandton, 2196 166 Email address - XXX XXX XXX XXX XXX XXX XXX XXX For the attention of - Head of Transaction Management - Investment Banking Division 34.2.5 in the case of the Debt Guarantor - Address - TMF Building 2 Conference Lane, Bridgewater One, Block 1, Bridgeways Precinct, Century City, 7446 Email address - XXX For the attention of - The Managing Director 34.2.6 in the case of each Original Senior Lender (in its capacity as such), the address and other details specified opposite its name in Part II of [Annexure A](#a19570) (The Parties); 34.2.7 in the case of any other Lender or Obligor, those details notified in writing to the Facility Agent on or before the date on which it becomes a Party, or any substitute address or email address or department or officer as the Party may notify to the Facility Agent (or the Facility Agent may notify to the other Parties, if a change is made by the Facility Agent) by not less than five Business Days' notice. 34.3 Domicilia 34.3.1 Each Party chooses its physical address provided under or pursuant to clause [34.2](#a16741) [above](#a16741) as its domicilium citandi et executandi at which documents in legal proceedings in connection with a Finance Document may be served. 34.3.2 Any Party may by written notice to the other Parties change its domicilium from time to time to another address, not being a post office box or a poste restante , in South 167 Africa, provided that any such change shall only be effective on the fourteenth day after deemed receipt of the notice by the other Parties under clause [34.4 below.](#a16950) 34.4 Delivery 34.4.1 Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will - 34.4.1.1 if by way of email, be deemed to have been received on the first Business Day following the date of transmission; 34.4.1.2 if delivered by hand, be deemed to have been received at the time of delivery; and 34.4.1.3 if by way of courier service, be deemed to have been received on the seventh Business Day following the date of such sending, and provided, if a particular department or officer is specified as part of its address details under clause [34.2 above](#a16741) , if such communication or document is addressed to that department or officer. 34.4.2 Any communication or document to be made or delivered to the Facility Agent will be effective only when actually received by the Facility Agent and then only if it is expressly marked for the attention of the department or officer identified with the Facility Agent's signature below (or any substitute department or officer as the Facility Agent shall specify for this purpose). 34.5 Obligors 34.5.1 Subject to clause [34.5.9](#a17105) , all communications under the Finance Documents to or from the Term/RCF Borrower must be sent through the Facility Agent. 34.5.2 Subject to clause [34.5.9](#a17105) , all communications under the Finance Documents to or from an Obligor (other than the Term/RCF Borrower) must be sent through the Term/RCF Borrower. 34.5.3 Each Obligor (other than the Term/RCF Borrower) by its execution of this Agreement or an Accession Letter irrevocably appoints the Term/RCF Borrower (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises - 168 34.5.3.1 the Term/RCF Borrower on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices, information and instructions (including, in the case of a Borrower, Utilisation Requests) to execute on its behalf all documents under or in connection with the Finance Documents (including any Accession Letter), to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and 34.5.3.2 each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Term/RCF Borrower, and in each case the Obligor shall be bound as though the Obligor itself had given the notices, information and instructions or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication. 34.5.4 Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Term/RCF Borrower or given to the Term/RCF Borrower under any Finance Document on behalf of another Obligor or in connection with any Finance Document (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under any Finance Document) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. 34.5.5 The respective liabilities of each of the Obligors under the Finance Documents shall not be in any way affected by - 34.5.5.1 any actual or purported irregularity in any act done, or failure to act, by the Term/RCF Borrower; 34.5.5.2 the Term/RCF Borrower acting (or purporting to act) in any respect outside any authority conferred upon it by any Obligor; or 34.5.5.3 any actual or purported failure by, or inability of, the Term/RCF Borrower to inform any Obligor of receipt by it of any notification under the Finance Documents. 169 34.5.6 In the event of any conflict between any notices or other communications of the Term/RCF Borrower and any other Obligor, those of the Term/RCF Borrower shall prevail. 34.5.7 Any communication given to the Term/RCF Borrower in connection with a Finance Document will be deemed to have been given also to the other Obligors. 34.5.8 A Finance Party may assume that any communication made by the Term/RCF Borrower on behalf of an Obligor is made with the knowledge and consent of that Obligor. 34.5.9 The Parties record that - 34.5.9.1 a WCF Lender shall be entitled to communicate and transact directly with any member of the Covenant Group in respect of the day to day administration and operation of the applicable Working Capital Facility; and 34.5.9.2 WesBank shall be entitled to communicate and transact directly with any member of the Covenant Group in respect of the day to day administration and operation of the applicable WesBank Facility. 34.6 Notification of address and email address Upon receipt of notification of an address or email address or change of address or email address pursuant to clause [34.2 above](#a16741) , or changing its own address or email address, the Facility Agent shall notify the other Parties as soon as reasonably practicable. 34.7 Electronic communication 34.7.1 Any communication to be made between the Facility Agent and a Lender under or in connection with the Finance Documents may be made by electronic mail or other electronic means, if the Facility Agent and the relevant Lender - 34.7.1.1 agree that, unless and until notified to the contrary, this is to be an accepted form of communication; 34.7.1.2 notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and 34.7.1.3 notify each other of any change to their address or any other such information supplied by them. 170 34.7.2 Any electronic communication made between the Facility Agent and a Lender will be effective only when actually received in readable form and in the case of any electronic communication made by a Lender to the Facility Agent only if it is addressed in such a manner as the Facility Agent shall specify for this purpose. 34.8 English language Any notice or other document given under or in connection with any Finance Document must be in English. 35 AMENDMENTS AND WAIVERS 35.1 A term of the Finance Documents may be amended or waived only with the consent of the Facility Agent (acting on the instructions of the applicable Finance Parties under the Intercreditor Agreement) and the Obligors. 35.2 The Facility Agent may effect and execute, on behalf of any Finance Party, any amendment or waiver permitted by this clause. 35.3 No amendment or waiver contemplated by this clause [35](#a17195) shall be of any force or effect unless in writing and signed by or on behalf of the relevant Parties. 35.4 An amendment of any provision of clause [27](#a16125) (The Facility Agent) may be effected without the consent of or notice to any Obligor, provided that such amendment does not place any additional obligation or liability on any Obligor. 35.5 Each Obligor agrees to any such amendment or waiver permitted by this clause [35](#a17195) which is agreed to by the Term/RCF Borrower. This includes any amendment or waiver which would, but for this clause [35.5](#a17227) , require the consent of all of the Obligors. 36 CONFIDENTIALITY 36.1 Confidential Information Each Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by clause [36.2 below](#a17255) , and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information. 36.2 Disclosure of Confidential Information Any Finance Party may disclose - 171 36.2.1 to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives such Confidential Information as that Finance Party shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this clause [36.2.1](#a17265) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information; 36.2.2 to any other person - 36.2.2.1 to (or through) whom it Transfers (or may potentially Transfer) all or any of its rights and obligations under this Agreement and to any of that person's Affiliates, Related Funds, Representatives and professional advisers; 36.2.2.2 with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation or other credit participation in relation to, or any other transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or more Obligors and to any of that person's Affiliates, Related Funds, Representatives and professional advisers; 36.2.2.3 appointed by any Finance Party or by a person to whom clauses [36.2.2.1](#a17289) or [36.2.2.2 above](#a17296) applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its behalf; 36.2.2.4 who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in clauses [36.2.2.1](#a17289) or [36.2.2.2 above;](#a17296) 36.2.2.5 to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority, rating agency or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation; 36.2.2.6 to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes; 172 36.2.2.7 who is a Party; or 36.2.2.8 with the express prior consent of the Term/RCF Borrower, 36.2.3 in each case, such Confidential Information as that Finance Party shall consider appropriate if - 36.2.3.1.1 in relation to clauses [36.2.2.1](#a17289) , [36.2.2.2](#a17296) and [36.2.2.3 above](#a17308) , the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information; 36.2.3.1.2 in relation to clause [36.2.2.4 above](#a17319) , the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information; and 36.2.3.1.3 in relation to clauses [36.2.2.5](#a17329) , [36.2.2.6](#a17339) and [36.2.2.7 above](#a17348) , the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of that Finance Party, it is not practicable so to do in the circumstances; and 36.2.4 to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to any Finance Party, the Finance Documents and/or the Obligors. 36.3 Entire agreement This clause [36](#a17240) constitutes the entire agreement between the Parties in relation to the obligations of the Finance Parties under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information. 36.4 Inside information 173 Each of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and each of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose. 36.5 Notification of disclosure Each of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Term/RCF Borrower - 36.5.1 of the circumstances of any disclosure of Confidential Information made pursuant to clause [36.2.2.4 above](#a17319) except where such disclosure is made to any of the persons referred to in that clause during the ordinary course of its supervisory or regulatory function; and 36.5.2 upon becoming aware that Confidential Information has been disclosed in breach of this clause [36.](#a17240) 36.6 Continuing obligations The obligations in this clause [36](#a17240) are continuing and, in particular, shall survive and remain binding on each Finance Party for a period of twelve months from the earlier of - 36.6.1 The date on which all amounts payable by the Obligors under or in connection with the Finance Documents have been paid in full and all Commitments have been cancelled or otherwise cease to be available; and 36.6.2 the date on which all amounts on which such Finance Party otherwise ceases to be a Finance Party. 37 GENERAL PROVISIONS 37.1 Sole agreement The Finance Documents constitute the sole record of the agreement between the Parties in regard to the subject matter thereof. 37.2 No implied terms No Party shall be bound by any express or implied term, representation, warranty, promise or the like, not recorded in a Finance Document. 174 37.3 Rights and remedies 37.3.1 No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under the Finance Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies of each Finance Party under the Finance Documents - 37.3.1.1 are cumulative and not exclusive of its rights under the general law; 37.3.1.2 may be exercised as often as the Finance Party requires; and 37.3.1.3 may be waived only in writing and specifically. 37.3.2 Delay in the exercise or non-exercise of any right is not a waiver of that right. 37.4 Extensions and waivers No latitude, extension of time or other indulgence which may be given or allowed by any Party to any other Party in respect of the performance of any obligation or enforcement of any right under a Finance Document, and no single or partial exercise of any right by any Party, shall be construed to be an implied consent by such Party or operate as a waiver or a novation of, or otherwise affect any of that Party’s rights under or in connection with a Finance Document or estop such Party from enforcing, at any time and without notice, strict and punctual compliance with each and every provision or term of a Finance Document. 37.5 Partial invalidity If, at any time, any provision of a Finance Document is or becomes illegal, invalid, unenforceable or inoperable in any respect under any law of any jurisdiction, neither the legality, validity, enforceability or operation of the remaining provisions nor the legality, validity, enforceability or operation of such provision under the law of any other jurisdiction will in any way be affected or impaired. The term inoperable in this clause [37.5](#a17565) shall include, without limitation, inoperable by way of suspension or cancellation. 37.6 Renunciation of benefits Each Obligor renounces, to the extent permitted under applicable law, the benefits of each of the legal exceptions of excussion, division, revision of accounts, no value received, errore calculi , non causa debiti , non numeratae pecuniae and cession of actions, and declares that it understands the meaning of each such legal exception and the effect of such renunciation. 175 37.7 Further assurances Each Obligor must perform, or procure the performance, of all further things, and execute and deliver (or procure the execution and delivery) of all further documents, as may be required by any applicable law or regulation or as may be necessary or desirable to implement or give effect to this Agreement and the other Finance Documents and the transactions contemplated therein. 37.8 Independent advice Each Obligor acknowledges that it has been free to secure independent legal and other advice as to the nature and effect of all of the provisions of the Finance Documents and that it has either taken such independent legal and other advice or dispensed with the necessity of doing so. Further, each Obligor acknowledges that all of the provisions of each Finance Document and the restrictions therein contained are part of the overall intention of the Parties in connection with the Finance Documents. 37.9 Counterparts Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document. 38 GOVERNING LAW This Agreement and any non-contractual obligations arising out of or in connection with it are governed by South African law. 39 JURISDICTION 39.1 The Parties hereby irrevocably and unconditionally consent to the non-exclusive jurisdiction of the High Court of South Africa (Gauteng Local Division, Johannesburg) (or any successor to that division) in regard to all matters arising from the Finance Documents (including a dispute relating to the existence, validity or termination of a Finance Document or any non- contractual obligation arising out of or in connection with a Finance Document) (a dispute ). 39.2 The Parties agree that the courts of South Africa are the most appropriate and convenient courts to settle disputes. The Parties agree not to argue to the contrary and waive objection to this court on the grounds of inconvenient forum or otherwise in relation to proceedings in connection with any Finance Document. 176 39.3 This clause [39](#a17642) is for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedings relating to a dispute in any other court with jurisdiction. To the extent allowed by law, a Finance Party may take concurrent proceedings in any number of jurisdictions. 40 WAIVER OF IMMUNITY Each Obligor irrevocably and unconditionally - 40.1 agrees not to claim any immunity from suit, execution, attachment or other legal process brought by a Finance Party against it in relation to a Finance Document, and to ensure that no such claim is made on its behalf; 40.2 consents generally to the giving of any relief or the issue of any process in connection with those proceedings; and 40.3 waives any right it may have to claim for itself or any of its assets immunity from suit, execution, attachment or other legal process. 1 THE FACILITY AGENT Signed at Sandton on 27 February 2025 for FirstRand Bank Limited (acting through its Rand Merchant Bank division) /s/ Kedy Mazibuko who warrants that he is duly authorised hereto Kedy Mazibuko Name of Signatory Authorised Designation for FirstRand Bank Limited (acting through its Rand Merchant Bank division) /s/ Eric Mphohoni who warrants that he is duly authorised hereto Eric Mphohoni Name of Signatory Authorised Signatory Designation 1 THE ORIGINAL SENIOR LENDER Signed at Sandton on 27 February 2025 for FirstRand Bank Limited (acting through its Rand Merchant Bank division) /s/ Kedy Mazibuko who warrants that he is duly authorised hereto Kedy Mazibuko Name of Signatory Authorised Designation for FirstRand Bank Limited (acting through its Rand Merchant Bank division) /s/ Eric Mphohoni who warrants that he is duly authorised hereto Eric Mphohoni Name of Signatory Authorised Signatory Designation 2 Signed at Sandton on 27 February 2025 for Investec Bank Limited (acting through its Investment Banking division: Corporate Solutions) /s/ Kerry Caldwell who warrants that he is duly authorised hereto Kerry Caldwell Name of Signatory Authorised Signatory Designation for Investec Bank Limited (acting through its Investment Banking division: Corporate Solutions) /s/ Sean Rule who warrants that he is duly authorised hereto Sean Rule Name of Signatory Authorised Signatory Designation 1 THE ORIGINAL WCF LENDER Signed at JHB on 27 Feb 25 2025 for FirstRand Bank Limited (acting through its Rand Merchant Bank division) /s/ Wally Laurens who warrants that he is duly authorised hereto Wally Laurens Name of Signatory Authorised Designation for FirstRand Bank Limited (acting through its Rand Merchant Bank division) /s/ Kedy Mazibuko who warrants that he is duly authorised hereto Kedy Mazibuko Name of Signatory Authorised Designation 1 WESBANK Signed at JOHANNESBURG on 27/02/25 2025 for FirstRand Bank Limited (acting through its WesBank division) /s/ Sharon Bekker who warrants that he is duly authorised hereto Sharon Bekker Name of Signatory Sales Manager Designation for FirstRand Bank Limited (acting through its WesBank division) who warrants that he is duly authorised hereto Name of Signatory Designation 1 THE DEBT GUARANTOR Signed at Woodmead on 27 February 2025 for Bowwood and Main No 408 (RF) Proprietary Limited /s/ Phillemon Ledwaba who warrants that he is duly authorised hereto Phillemon Ledwaba Name of Signatory Duly Authorised Designation 1 HOLDCO Signed at Parkhurst on 27 February 2025 for Lesaka Technologies, Inc. /s/ Daniel Smith who warrants that he is duly authorised hereto Daniel Smith Name of Signatory Group Chief Financial Officer Designation 1 THE ORIGINAL OBLIGORS TERM / RCF BORROWER Signed at CAPE TOWN on 27 February 2025 for Lesaka Technologies Proprietary Limited /s/ Naeem Ebrahim Kola who warrants that he is duly authorised hereto Naeem Ebrahim Kola Name of Signatory Group COO Designation 1 THE ORIGINAL OBLIGORS THE WCF BORROWERS Signed at CAPE TOWN on 27 February 2025 for Cash Connect Management Solutions Proprietary Limited /s/ Naeem Ebrahim Kola who warrants that he is duly authorised hereto Naeem Ebrahim Kola Name of Signatory GCOO Designation 2 Signed at CAPE TOWN on 27 February 2025 for EasyPay Financial Services Proprietary Limited /s/ Naeem Ebrahim Kola who warrants that he is duly authorised hereto Naeem Ebrahim Kola Name of Signatory GCOO Designation 3 Signed at CAPE TOWN on 27 February 2025 for Lesaka Technologies Proprietary Limited /s/ Naeem Ebrahim Kola who warrants that he is duly authorised hereto Naeem Ebrahim Kola Name of Signatory GCOO Designation 4 Signed at Parkhurst on 27 February 2025 for Adumo (RF) Proprietary Limited /s/ Daniel Smith who warrants that he is duly authorised hereto Daniel Smith Name of Signatory Group Chief Financial Officer Designation 5 Signed at JHB on 27/02/2025 2025 for Cash Connect Rentals Proprietary Limited /s/ Steven John Heilbron who warrants that he is duly authorised hereto Steven John Heilbron Name of Signatory Director Designation 6 Signed at CAPE TOWN on 27 February 2025 for Main Street 1723 Proprietary Limited /s/ Naeem Ebrahim Kola who warrants that he is duly authorised hereto Naeem Ebrahim Kola Name of Signatory GCOO Designation 7 THE ORIGINAL OBLIGORS THE ORIGINAL GUARANTORS Signed at CAPE TOWN on 27 February 2025 for Lesaka Technologies Proprietary Limited /s/ Naeem Ebrahim Kola who warrants that he is duly authorised hereto Naeem Ebrahim Kola Name of Signatory GCOO Designation 8 Signed at Parkhurst on 27 February 2025 for Lesaka Technologies, Inc. /s/ Daniel Smith who warrants that he is duly authorised hereto Daniel Smith Name of Signatory Group Chief Financial Officer Designation 9 Signed at CAPE TOWN on 27 February 2025 for Prism Holdings Proprietary Limited /s/ Naeem Ebrahim Kola who warrants that he is duly authorised hereto Naeem Ebrahim Kola Name of Signatory GCOO Designation 10 Signed at CAPE TOWN on 27 February 2025 for Net1 Finance Holdings Proprietary Limited /s/ Naeem Ebrahim Kola who warrants that he is duly authorised hereto Naeem Ebrahim Kola Name of Signatory GCOO Designation 11 Signed at CAPE TOWN on 27 February 2025 for EasyPay Proprietary Limited /s/ Naeem Ebrahim Kola who warrants that he is duly authorised hereto Naeem Ebrahim Kola Name of Signatory GCOO Designation 12 Signed at CAPE TOWN on 27 February 2025 for Prism Payment Technologies Proprietary Limited /s/ Naeem Ebrahim Kola who warrants that he is duly authorised hereto Naeem Ebrahim Kola Name of Signatory GCOO Designation 13 Signed at CAPE TOWN on 27 February 2025 for Cash Connect Management Solutions Proprietary Limited /s/ Naeem Ebrahim Kola who warrants that he is duly authorised hereto Naeem Ebrahim Kola Name of Signatory GCOO Designation 14 Signed at JHB on 27 February 2025 for Deposit Manager Proprietary Limited /s/ Steven John Heilbron who warrants that he is duly authorised hereto Steven John Heilbron Name of Signatory Director Designation 15 Signed at JHB on 27 February 2025 for Cash Connect Rentals Proprietary Limited /s/ Steven John Heilbron who warrants that he is duly authorised hereto Steven John Heilbron Name of Signatory Director Designation 16 Signed at CAPE TOWN on 27 February 2025 for Main Street 1723 Proprietary Limited /s/ Naeem Ebrahim Kola who warrants that he is duly authorised hereto Naeem Ebrahim Kola Name of Signatory GCOO Designation 17 Signed at CAPE TOWN on 27 February 2025 for EasyPay Financial Services Proprietary Limited /s/ Naeem Ebrahim Kola who warrants that he is duly authorised hereto Naeem Ebrahim Kola Name of Signatory GCOO Designation 18 Signed at Durban on 27 February 2025 for GAAP Point-of-Sale Proprietary Limited /s/ Irshaad Essa who warrants that he is duly authorised hereto Irshaad Essa Name of Signatory Financial Director Designation 19 Signed at Cape Town on 27 February 2025 for Adumo Payments Proprietary Limited /s/ Grant Michael Manicom who warrants that he is duly authorised hereto Grant Michael Manicom Name of Signatory Director Designation 20 Signed at Cape Town on 27 February 2025 for Adumo Payouts Proprietary Limited /s/ Stephen John Mallaby who warrants that he is duly authorised hereto Stephen John Mallaby Name of Signatory CEO Designation 21 Signed at Cape Town on 27/02/2025 2025 for Adumo Technologies Proprietary Limited /s/ Grant Michael Manicom who warrants that he is duly authorised hereto Grant Michael Manicom Name of Signatory Director Designation 22 Signed at Cape Town on 27 February 2025 for Adumo Management Company Proprietary Limited /s/ Grant Michael Manicom who warrants that he is duly authorised hereto Grant Michael Manicom Name of Signatory Director Designation 23 Signed at Parkhurst on 27 February 2025 for Adumo (RF) Proprietary Limited /s/ Daniel Smith who warrants that he is duly authorised hereto Daniel Smith Name of Signatory Group Chief Financial Officer Designation 24 Signed at Jhb on 27 February 2025 for Ovobix (RF) Proprietary Limited /s/ Steven John Heilbron who warrants that he is duly authorised hereto Steven John Heilbron Name of Signatory Director Designation 25 Signed at CAPE TOWN on 27 February 2025 for Luxanio 227 Proprietary Limited /s/ Naeem Ebrahim Kola who warrants that he is duly authorised hereto Naeem Ebrahim Kola Name of Signatory GCOO Designation 26 Signed at CAPE TOWN on 27 February 2025 for K2021477132 (South Africa) Proprietary Limited /s/ Naeem Ebrahim Kola who warrants that he is duly authorised hereto Naeem Ebrahim Kola Name of Signatory GCOO Designation 27 Signed at CAPE TOWN on 27 February 2025 for Easypay Cash Proprietary Limited /s/ Naeem Ebrahim Kola who warrants that he is duly authorised hereto Naeem Ebrahim Kola Name of Signatory GCOO Designation 28 ANNEXURE A - THE PARTIES Part I The Original Obligors Term/RCF Borrower Jurisdiction of Incorporation / formation Registration number (or equivalent, if any) 1 Lesaka Technologies Proprietary Limited South Africa 2002/031446/07 Name of WCF Borrowers Jurisdiction of Incorporation / formation Registration number (or equivalent, if any) 1 Cash Connect Management Solutions Proprietary Limited South Africa 2006/010530/07 2 EasyPay Financial Services Proprietary Limited South Africa 1998/020799/07 3 Lesaka Technologies Proprietary Limited South Africa 2002/031446/07 4 Adumo (RF) Proprietary Limited South Africa 2017/540380/07 5 Cash Connect Rentals Proprietary Limited South Africa 2009/007139/07 6 Main Street 1723 Proprietary Limited South Africa 2019/300711/07 7 EasyPay Proprietary Limited South Africa 1983/008597/07 Name of Original Guarantors Jurisdiction of Incorporation / formation Registration number (or equivalent, if any) 1 Lesaka Technologies Proprietary Limited South Africa 2002/031446/07 2 Lesaka Technologies, Inc. State of Florida, United States P9700001098 3 Prism Holdings Proprietary Limited South Africa 1998/018949/07 4 Net1 Finance Holdings Proprietary Limited South Africa 1998/020801/07 29 5 EasyPay Proprietary Limited South Africa 1983/008597/07 6 Prism Payment Technologies Proprietary Limited South Africa 1990/005062/07 7 Cash Connect Management Solutions Proprietary Limited South Africa 2006/010530/07 8 Deposit Manager Proprietary Limited South Africa 2010/016889/07 9 Cash Connect Rentals Proprietary Limited South Africa 2009/007139/07 10 Main Street 1723 Proprietary Limited South Africa 2019/300711/07 11 EasyPay Financial Services Proprietary Limited South Africa 1998/020799/07 12 GAAP Point-of-Sale Proprietary Limited South Africa 1999/003571/07 13 Adumo Payments Proprietary Limited South Africa 2015/427833/07 14 Adumo Payouts Proprietary Limited South Africa 2005/010672/07 15 Adumo Technologies Proprietary Limited South Africa 2000/029811/07 16 Adumo Management Company Proprietary Limited South Africa 2021/147994/07 17 Adumo (RF) Proprietary Limited South Africa 2017/540380/07 18 Ovobix (RF) Proprietary Limited South Africa 2013/068120/07 19 Luxanio 227 Proprietary Limited South Africa 2018/605739/07 20 K2021477132 (South Africa) Proprietary Limited South Africa 2021/477132/07 21 EasyPay Cash Proprietary Limited South Africa 2001/028826/07 30 Part II The Original Senior Lenders under the Senior Term Facilities and Senior RCF Original Senior Lenders Address for Purposes of clause [34](#a16728) (Notices) Senior Term Facility A Commitment Senior Term Facility B Commitment Senior RCF Commitment [Column 1] [Column 2] [Column 3] [Column 4] [Column 5] 1. FirstRand Bank Limited (acting through its Rand Merchant Bank division) 1 Merchant Place, 16th Floor Cnr Fredman Drive and Rivonia Road Sandton, 2196 Email - XXX; XXX; XXX; XXX; XXX; XXX; XXX; XXX; XXX; XXX; XXX Att - Head of Transaction Management - Investment Banking R1,609,245,740.62 R746,493,641.20 The amount of voluntary prepayments of Senior Term Facility A Loans which were made by that Original Senior Lender 31 2 Investec Bank Limited (acting through its Investment Banking division: Corporate Solutions 100 Grayston Drive, Sandown, Sandton, Johannesburg, 2196 Email- XXX Attention: Head of Investment Banking R546,493,641.20 R253,506,358.80 The amount of voluntary prepayments of Senior Term Facility A Loans which were made by that Original Senior Lender R2,155,739,381.82 R1,000,000,000 32 ANNEXURE B - CONDITIONS PRECEDENT Part I Conditions Precedent to Initial Utilisation 1. OBLIGORS AND SECURITY PROVIDERS 1.1 A copy of the constitutional documents of each Obligor and Security Provider. 1.2 A copy of a resolution of the board of directors of each Obligor and Security Provider which is a party to a Finance Document, to the extent applicable - 1.2.1 approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party; 1.2.2 authorising it, for all purposes required under sections 45 and/or 46 of the Companies Act (as applicable), to provide the " financial assistance " and to make any " distribution " that may arise as a result of its entry into the Finance Documents to which it is a party; 1.2.3 authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and 1.2.4 authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party. 1.3 To the extent applicable, a copy of a special resolution duly passed by the holders of the issued shares of each Obligor and Security Provider authorising it, for all purposes required under section 45 of the Companies Act, to provide the " financial assistance " that may arise as a result of its entry into the Finance Documents to which it is a party. 1.4 To the extent required by the Companies Act, any other applicable law or the constitutional documents of an Obligor and Security Provider, a copy of a resolution duly passed by the holders of the issued shares of that Obligor or Security Provider , approving the terms of, and the transactions contemplated by, the Finance Documents to which that Obligor or Security Provider is a party. 1.5 A specimen of the signature of each person authorised by the resolution referred to in clause [1.2 above.](#a20091) 1.6 A certificate of an authorised signatory of each Obligor and each other Security Provider - 1.6.1 confirming that borrowing, guaranteeing or securing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing, securing or similar limit binding on it to be exceeded; and 1.6.2 certifying that each copy document relating to it specified in this Part I of [Annexure B](#a20071) is correct, complete and in full force and effect as at a date no earlier than the Closing Date. 1.6.3 no Default has occurred or is continuing or will result from the execution of the Finance Documents; 33 1.6.4 the representations and warranties set out in clause [20](#a8916) (Representations) are true and correct in all respects; 1.6.5 no event or series of events or circumstances has occurred or arisen which, in that entity’s opinion, is likely to have a Material Adverse Effect; 1.6.6 no investigation, litigation, arbitration or administrative proceedings of or before any court, arbitral body, competent competition authority or other regulatory authority or government agency which, if adversely determined, will have or is reasonably likely to have a Material Adverse Effect have, to the best of its knowledge and belief, been started or threatened against it or any member of the Covenant Group; and 1.6.7 no event or circumstance has arisen, and there has been no change in circumstances, in relation to any Environmental Matters since 30 June 2024. 1.7 In relation to Holdco - 1.7.1 a certificate as to the active status of Holdco from the Florida Department of State, in form and substance satisfactory to the Facility Agent and its counsel; and 1.7.2 a solvency certificate signed by the chief financial officer or chief accounting officer of Holdco in form and substance satisfactory to the Facility Agent. 2. Legal opinions 2.1 A legal opinion of Werksmans Inc, legal advisers to the Finance Parties, addressed to the Facility Agent for and on behalf of the Finance Parties, substantially in the form distributed to the Original Senior Lenders prior to signing this Agreement in respect of the legality, validity and enforceability of the Finance Documents. 2.2 A legal opinion of Webber Wentzel attorneys, legal advisers to the Obligors in South Africa, addressed to the Facility Agent for and on behalf of the Finance Parties, substantially in the form distributed to the Original Senior Lenders prior to signing this Agreement, in respect of the capacity, powers and authority of the Obligors and other Security Providers which are party to the Finance Documents, to enter into and perform their obligations under the Finance Documents and the due execution of those documents. 2.3 A legal opinion of McDermott Will & Emery, LLP, legal advisers to the Finance Parties in the US] and in the State of Florida addressed to the Facility Agent for and on behalf of the Finance Parties, substantially in the form distributed to the Original Senior Lenders prior to signing this Agreement, in respect of the capacity, powers and authority of Holdco to enter into and perform its obligations under the Finance Documents and the due execution of those documents under Florida law. 3. Finance Documents 3.1 An original of each of the following Finance Documents duly entered into by each Party to it - 3.1.1 this Agreement; 3.1.2 each Senior Term Facility Agreement; 3.1.3 the Senior RCF Agreement; 3.1.4 each WCF Agreement; 34 3.1.5 each WesBank Agreement; 3.1.6 the Lesaka Release Agreement; 3.1.7 the Cash Connect Management Release Agreement; 3.1.8 the Debt Guarantee; 3.1.9 the Counter-indemnity Agreement; 3.1.10 each Security Structure Document; 3.1.11 each Security Agreement; 3.1.12 the Fee Letters; and 3.1.13 the Further Rights Letter. 3.2 The following documents of title and related documents in relation to shares and other securities that are subject to Transaction Security - 3.2.1 the original share certificates (or applicable certificates of title in respect of other securities); 3.2.2 an original securities transfer form duly executed by the relevant Obligor (undated and left blank as to the transferee); 3.2.3 a resolution by the directors of each company the shares of which are subject to Transaction Security, acknowledging the pledge and agreeing to give effect to any transfer of shares that may occur as a result; 3.2.4 any waivers of pre-emptive rights which may be required in respect of any shares which are subject to the Transaction Security; and 3.2.5 all other documents of title required to be provided under the Security Documents. 3.3 A copy of all notices required to be sent, acknowledgements required to be delivered and other documents required to be executed under the Security Documents, duly executed by the persons party thereto. 3.4 A copy of the securities register of Holdco, each other Obligor and each member of the Covenant Group whose shares are subject to the Transaction Security. 4. Regulatory authorisations All regulatory approvals required for the implementation of the transactions contemplated by the Finance Documents (including to the extent that any such approval is required to establish any Security under the Security Documents). 5. Credit Approval The approval of the credit committee of each Original Lender of the grant of the Facilities to the Borrowers under the Finance Documents. 35 6. Know Your Customer Requirements Such documentation and other evidence as is reasonably requested by the Facility Agent (for itself or on behalf of any other Finance Party) to carry out and be satisfied that it has complied with all necessary know your customer or similar identification procedures under applicable laws and regulations (including the Financial Intelligence Centre Act, 2001) pursuant to the transactions contemplated in the Finance Documents. 7. Other documents and evidence 7.1 Evidence that the fees, costs and expenses then due from the Term/RCF Borrower pursuant to clause [13](#a7604) (Fees), clause [14.5](#a7897) (Stamp taxes) and clause [18](#a8529) (Costs and expenses) have been paid or will be paid by the first Utilisation Date. 7.2 A Compliance Certificate dated on or about the Closing Date which demonstrates that the Borrower will comply with the provisions of clause [22.1](#a10997) (Undertaking in relation to Financial Condition) if such Financial Covenants were to be calculated as at the first Utilisation Date, taking into account the amount of such Utilisations. 7.3 Evidence to the satisfaction of the Facility Agent that Cash Connect Management has paid any and all interest which would be due and payable by it, on the first Utilisation Date, in terms of the Cash Connect Management Facilities Agreement. 7.4 A copy of the Original Financial Statements. 7.5 Evidence that all required Insurances are in place. 7.6 A copy of any other authorisation or other document, opinion or assurance which the Facility Agent considers to be necessary or desirable (if it has notified the Term/RCF Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Finance Document or for the validity and enforceability of any Finance Document. 36 Part II Conditions Precedent Required to be Delivered by an Additional Obligor and/or in relation to further Transaction Security 1 An Accession Letter, duly executed by the Additional Obligor and the Term/RCF Borrower. 2 A copy of the constitutional documents of the Additional Obligor. 3 A copy of a resolution of the board of directors of the Additional Obligor - 3.1 approving the terms of, and the transactions contemplated by, the Accession Letter and the Finance Documents and resolving that it execute the Accession Letter; 3.2 in the case of an Additional Obligor, authorising it, for all purposes required under sections 45 and 46 of the Companies Act, to provide the " financial assistance " and to make any " distribution " that may arise as a result of its entry into the Finance Documents to which it is a party (or, in the case of any Additional Obligor incorporated in a jurisdiction other than South Africa, any equivalent authorisations required under the laws of such jurisdiction); 3.3 authorising a specified person or persons to execute the Accession Letter on its behalf; and 3.4 authorising a specified person or persons, on its behalf, to sign and/or despatch all other documents and notices to be signed and/or despatched by it under or in connection with the Finance Documents. 4 A copy of a special resolution duly passed by the holders of the issued shares of an Additional Obligor authorising it, for all purposes required under section 45 of the Companies Act, to provide the " financial assistance " that may arise as a result of its entry into the Finance Documents to which it is a party (or in the case of any Additional Obligor incorporated in a jurisdiction other than South Africa, any equivalent authorisations required under the laws of such jurisdiction). 5 To the extent required with reference to the constitutional documents of an Additional Obligor, a copy of a resolution duly passed by the holders of the issued shares of that Additional Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which that Additional Obligor is a party. 6 A specimen of the signature of each person authorised by the resolution referred to in clause [3](#a20520) [above.](#a20520) 37 7 A certificate of the Additional Obligor (signed by a director) confirming that borrowing and/or guaranteeing, as appropriate, the Total Commitments would not cause any borrowing, guaranteeing or similar limit binding on it to be exceeded. 8 A certificate of an authorised signatory of the Additional Obligor certifying that each copy document listed in this Part II of [Annexure B](#a20071) is correct, complete and in full force and effect as at a date no earlier than the date of the Accession Letter. 9 If available, the latest audited financial statements of the Additional Obligor. 10 Security Documents duly executed by the Additional Obligor in respect of all Transaction Security it is required to provide in accordance with Annexure G (Transaction Security). 11 Security Documents duly executed by the relevant member of the Covenant Group in its capacity as shareholder in the Additional Obligor in respect of all Transaction Security it is required to provide in accordance with Annexure G (Transaction Security). 12 All documents required to procure registration of the notarial bonds set out in Annexure G (Transaction Security), including a power of attorney in favour of the Finance Parties' conveyancer to pass and register each such Security Document at the applicable statutory public register. 13 Evidence that each general notarial bond and deeds of hypothecations of trademarks, patents and designs, in each case, referred to in Annexure G (Transaction Security), if so required by the Facility Agent, has been lodged for registration at the applicable statutory public registry. 14 The following documents of title and related documents in relation to shares and other securities that are subject to Transaction Security - 14.1 the original share certificates (or applicable certificates of title in respect of other securities); 14.2 an original securities transfer form duly executed by the relevant Obligor (undated and left blank as to the transferee); 14.3 a resolution by the directors of each company the shares of which are subject to Transaction Security, acknowledging the pledge and agreeing to give effect to any transfer of shares that may occur as a result; and 14.4 all other documents of title required to be provided under the Security Documents. 38 15 A copy of all notices required to be sent, acknowledgements required to be delivered and other documents required to be executed under the Security Documents, duly executed by the persons party thereto. 16 A copy of the securities register of the Additional Obligor. 17 All necessary regulatory approvals to the satisfaction of the Facility Agent required for the accession of the Additional Obligor as an Obligor. 18 A legal opinion of the legal advisers to the Finance Parties and the Facility Agent in South Africa. 19 A legal opinion of the legal advisers to the Obligors in South Africa. 20 In relation to any Additional Obligor incorporated in a jurisdiction other than South Africa, a legal opinion from legal counsel in that jurisdiction acceptable to the Facility Agent. 21 If the Additional Obligor is incorporated in a jurisdiction other than South Africa, a legal opinion of the legal advisers to the Finance Parties in the jurisdiction in which the Additional Obligor is incorporated. 22 A copy of any other authorisation or other document, opinion or assurance which the Facility Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability of any Finance Document. 39 ANNEXURE C - FORM OF TRANSFER CERTIFICATE To - [ Facility Agent ], as Facility Agent [ - ] [ - ] From - [ The Existing Lender ] (the Existing Lender ) and [ the New Lender ] (the New Lender ) [ - ], 20 Dear Sirs, LESAKA TECHNOLOGIES PROPRIETARY LIMITED Common Terms Agreement, dated [ - ], 2025 ( the Agreement) 1 We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaning in this Transfer Certificate unless given a different meaning in this Transfer Certificate. 2 We refer to clause [25.4](#a15705) (Procedure for transfer). 3 The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by cession and delegation all or part of the Existing Lender's Commitment, rights and obligations referred to in the Schedule in accordance with clause [25.4](#a15705) (Procedure for transfer). 4 The proposed Transfer Date is [ - ]. 5 The address of the New Lender, email address and attention details for notices of the New Lender for the purposes of clause [34.2](#a16741) (Addresses) are set out in the Schedule. 6 On and with effect from the Transfer Date the New Lender - 6.1 becomes party to the Agreement as a [Senior Term Facility Lender] [Senior RCF Lender]; 6.2 becomes party to the Intercreditor Agreement; 6.3 undertakes to perform all the obligations expressed in the Agreement, the Intercreditor Agreement and other applicable Finance Documents to be assumed by a Lender; and 40 6.4 agrees that it shall be bound by all the provisions of the Agreement, the Intercreditor Agreement and other applicable Finance Documents as if it had been an original party to those Finance Documents as a Lender. 7 The New Lender expressly acknowledges the limitations on the Existing Lender's obligations set out in clause [25.3](#a15626) (Limitation of responsibility of Existing Lenders). 8 This Transfer Certificate may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this Transfer Certificate. 9 This Transfer Certificate and any non-contractual obligations arising out of or in connection with it are governed by South African law. 10 This Transfer Certificate has been entered into on the date stated at the beginning of this Transfer Certificate. [ EXISTING LENDER ] By - [ NEW LENDER ] By - [ FACILITY AGENT ] By - As Facility Agent and for and on behalf of each of the parties to the Agreement (other than the Existing Lender and the New Lender) [and each of the parties to the Intercreditor Agreement (other than the Existing Lender and the New Lender)]. Note - The execution of this Transfer Certificate may not transfer a proportionate share of the Existing Lender's interest in security in all cases. It is the responsibility of the New Lender to ascertain whether any other documents or other formalities are required to perfect a transfer of such a share in the Existing Lender's security and, if so, to arrange for execution of those documents and completion of those formalities. 41 THE SCHEDULE Commitment/rights and obligations to be transferred [ insert relevant details, including applicable Commitment (or part) and participation in Loans ] Part 1 Commitments Senior Term Facility A Commitment Senior Term Facility B Commitment Senior RCF Commitment [ - ] [ - ] [ - ] Part 2 Participations in Loans Senior Term Facility A Loan Senior Term Facility B Loan Senior RCF Loans [ - ] [ - ] [ - ] Part 3 Administrative Details of the New Lender [ Insert details of address for notices and payment details, etc. ] This Transfer Certificate is accepted by the Facility Agent and the Transfer Date is confirmed as [ - ]. [ Facility Agent ] By - 42 ANNEXURE D - FORMS OF ACCESSION LETTER PART II - ADDITIONAL GUARANTOR To - [ Facility Agent ], as Facility Agent [ - ] [ - ] From - [ - ] PROPRIETARY LIMITED And - [ SUBSIDIARY ] [ - ], 20 Dear Sirs, LESAKA TECHNOLOGIES PROPRIETARY LIMITED Common Terms Agreement, dated [ - ], 2025 ( the Agreement) 1 We refer to - 1.1 the Agreement; and 1.2 the Security Cession & Pledge (as defined in the Agreement). 2 This is an Accession Letter. Terms defined in the Agreement have the same meaning in this Accession Letter unless given a different meaning in this Accession Letter. 3 [ Subsidiary ] agrees, with effect from the date of this Accession Letter, to - 3.1 become an Additional Guarantor under the Agreement and to be bound by the terms of the Agreement as an Additional Guarantor; 3.2 become an Indemnifier under (and as defined in) the Counter-indemnity Agreement and to be bound by the terms of the Counter-indemnity Agreement as an Indemnifier; and 3.3 become an Additional Cedent under (and as defined in) the Security Cession & Pledge and to be bound by the terms of the Security Cession & Pledge as an Additional Cedent, pursuant to clause [26.3](#a15959) (Additional Guarantors) of the Agreement. 4 [ Subsidiary ] (in its capacity as Additional Cedent) pledges to the Debt Guarantor all its Shares and Investments (in each case, as defined in the Security Cession & Pledge) and cedes in securitatem debiti to the Debt Guarantor all its Secured Property (as defined in the Security Cession & Pledge), in each case individually and collectively with all the other Secured 43 Property (as defined in the Security Cession & Pledge), as continuing general covering collateral security for the due, proper and timeous payment and performance in full of all the Secured Obligations (as defined in the Security Cession & Pledge), on the terms set out in the Security Cession & Pledge, which pledge and cession the Debt Guarantor (in its capacity as Debt Guarantor under the Security Cession & Pledge) accepts. For the purposes hereof, Secured Property means all the Secured Property (as defined in the Security Cession & Pledge) of [ Subsidiary ]. 5 With effect from the date of this Accession Letter the Security Cession & Pledge will be read and construed for all purposes as if the Additional Cedent had been an original party in the capacity of Cedent (but so that the Security created on this accession will be created on the date of this Accession Letter). 6 [ Subsidiary ] is a company duly incorporated under the laws of [ name of relevant jurisdiction ]. 7 [ Subsidiary's ] administrative details are as follows - Address - [ - ] Email Address - [ - ] Attention - [ - ] 8 All representations and warranties set out in clause [20](#a8916) (Representations) are correct on the date of this Accession Letter. 9 This Accession Letter is a Finance Document. 10 This Accession Letter may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of this Accession Letter. 11 This Accession Letter and any non-contractual obligations arising out of or in connection with it are governed by South African law. [ - ] PROPRIETARY LIMITED [ SUBSIDIARY ] By - By - 44 Accepted by the Facility Agent - For and on behalf of - [ Facility Agent ] For and on behalf of - [ Facility Agent ] Name - Name - Office - Office - Date - Date - (who warrants his authority) (who warrants his authority) Accepted by the Debt Guarantor - For and on behalf of - Bowwood and Main No 408 (RF) Proprietary Limited Name - Office - Date - (who warrants his authority) 45 PART II - ADDITIONAL WCF BORROWER To - [ Facility Agent ], as Facility Agent [ - ] [ - ] From - [ - ] PROPRIETARY LIMITED And - [ MEMBER OF THE COVENANT GROUP ] [ - ], 20 Dear Sirs, LESAKA TECHNOLOGIES PROPRIETARY LIMITED Common Terms Agreement, dated [ - ], 2025 ( the Agreement) 1 We refer to - 1.1 the Agreement; and 1.2 the Security Cession & Pledge (as defined in the Agreement). 2 This is an Accession Letter. Terms defined in the Agreement have the same meaning in this Accession Letter unless given a different meaning in this Accession Letter. 3 [ Subsidiary ] ( Additional WCF Borrower ) agrees, with effect from the date of this Accession Letter, to - 3.1 become an Additional WCF Borrower under the Agreement and to be bound by the terms of the Agreement as an Additional WCF Borrower; 3.2 become a Borrower under (and as defined in) the WCF Agreement and to be bound by the terms of the WCF Agreement as a Borrower (as defined in the WCF Agreement); 3.3 become an Indemnifier under (and as defined in) the Counter-indemnity Agreement and to be bound by the terms of the Counter-indemnity Agreement as an Indemnifier; and 3.4 become an Additional Cedent under (and as defined in) the Security Cession & Pledge and to be bound by the terms of the Security Cession & Pledge as an Additional Cedent, pursuant to clause [26.2](#a15894) (Additional WCF Borrower) of the Agreement. 46 4 The Additional WCF Borrower (in its capacity as Additional Cedent) pledges to the Debt Guarantor all its Shares and Investments (in each case, as defined in the Security Cession & Pledge) and cedes in securitatem debiti to the Debt Guarantor all its Secured Property (as defined in the Security Cession & Pledge), in each case individually and collectively with all the other Secured Property (as defined in the Security Cession & Pledge), as continuing general covering collateral security for the due, proper and timeous payment and performance in full of all the Secured Obligations (as defined in the Security Cession & Pledge), on the terms set out in the Security Cession & Pledge, which pledge and cession the Debt Guarantor (in its capacity as Debt Guarantor under the Security Cession & Pledge) accepts. For the purposes hereof, Secured Property means all the Secured Property (as defined in the Security Cession & Pledge) of the Additional WCF Borrower. 5 With effect from the date of this Accession Letter the Security Cession & Pledge will be read and construed for all purposes as if the Additional Cedent had been an original party in the capacity of Cedent (but so that the Security created on this accession will be created on the date of this Accession Letter); 6 The Additional WCF Borrower is a company duly incorporated under the laws of South Africa. 7 The Additional WCF Borrower's administrative details are as follows - Address - [ - ] Email address - [ - ] Attention - [ - ] 8 The Repeating Representations are correct on the date of this Accession Letter. 9 This Accession Letter is a Finance Document. 10 This Accession Letter may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of this Accession Letter. 11 This Accession Letter and any non-contractual obligations arising out of or in connection with it are governed by South African law. [ MEMBER OF THE COVENANT GROUP ] [ MEMBER OF THE COVENANT GROUP ] By - By - 47 Accepted by the Facility Agent - For and on behalf of - [ Facility Agent ] For and on behalf of - [ Facility Agent ] Name - Name - Office - Office - Date - Date - (who warrants his authority) (who warrants his authority) Accepted by the Debt Guarantor - For and on behalf of - Bowwood and Main No 408 (RF) Proprietary Limited Name - Office - Date - (who warrants his authority) 48 PART III - WCF LENDERS To - [ Facility Agent ], as Facility Agent [ - ] [ - ] From - [ WCF LENDER ] [ - ], 20 Dear Sirs, LESAKA TECHNOLOGIES PROPRIETARY LIMITED Common Terms Agreement, dated [ - ], 2025 ( the Agreement) 1. We refer to the Agreement. This is an Accession Letter. Terms defined in the Agreement have the same meaning in this Accession Letter unless given a different meaning in this Accession Letter. 2. [ WCF Lender ] agrees, with effect from the date of this Accession Letter, to become a WCF Lender and to be bound by the terms of - 2.1 the Agreement; [and] 2.2 the Intercreditor Agreement[,]/[; and 2.3 the Subordination Agreement,] as a WCF Lender, pursuant to clause [ - ] (Accession of WCF Lenders) of the Agreement. 3. [ WCF Lender ] is a company duly incorporated under the laws of [ name of relevant jurisdiction ]. 4. [ WCF Lender ] administrative details are as follows - Address - [ - ] Email address - [ - ] Attention - [ - ] 5. This Accession Letter may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of this Accession Letter. 6. This Accession Letter and any non-contractual obligations arising out of or in connection with it are governed by South African law. 49 For and on behalf of - [ WCF Lender ] For and on behalf of - [ WCF Lender ] Name - Name - Office - Office - (who warrants his authority) (who warrants his authority) Accepted by the Facility Agent - For and on behalf of - [ Facility Agent ] For and on behalf of - [ Facility Agent ] Name - Name - Office - Office - Date - Date - (who warrants his authority) (who warrants his authority) 50 [*](#a21921) ANNEXURE E - FORM OF RESIGNATION LETTER To - [ FACILITY AGENT ], as Facility Agent [ - ] [ - ] From - [ - ] PROPRIETARY LIMITED [ - ], 20[ - ] Dear Sirs, Lesaka Technologies Proprietary Limited Common Terms Agreement, dated [ - ], 2025 ( the Agreement) 1 We refer to the Agreement. This is a Resignation Letter. Terms defined in the Agreement have the same meaning in this Resignation Letter unless given a different meaning in this Resignation Letter. 2 Pursuant to clause [26.5](#a16091) (Resignation of a Guarantor), we request that [resigning Guarantor] be released from - 2.1 its obligations as a Guarantor under the Agreement; and 2.2 its obligations as an Indemnifier under the Counter-indemnity Agreement. 3 We confirm that - 3.1 no Default is continuing or would result from the acceptance of this request; and 3.2 [ - ]. 4 This Resignation Letter and any non-contractual obligations arising out of or in connection with it are governed by South African law. Yours faithfully, Signed - ….......................................... ….......................................... Director Director * Insert any other conditions required by the Agreement. 51 [ Term/RCF Borrower ] [ Term/RCF Borrower ] 52 ANNEXURE F - FORM OF COMPLIANCE CERTIFICATE To - [ FACILITY AGENT ], as Facility Agent [ - ] [ - ] From - [ - ] PROPRIETARY LIMITED [ - ], 20[ - ] Dear Sirs, Lesaka Technologies Proprietary Limited Common Terms Agreement, dated [ - ], 2025 ( the Agreement) 1 We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate. 2 We confirm that as at [ relevant testing date ] (the Test Date ) the following financial ratios referred to in clause [22](#a10993) (Financial Covenants) were at the levels set out below - Financial Covenant Ratio As Calculated Covenant Level Compliance [Y / N] 1. Net Debt to EBITDA Ratio [ - ] [ - ] [ - ] 2. Interest Cover Ratio [ - ] [ - ] [ - ] 3 We set out below calculations establishing the figures in clause [2 above](#a21986) - [ - ] 4 We confirm that the following companies were Material Subsidiaries at the Test Date - [ - ] 5 We confirm that the [financial statements]/[management accounts]/[SEC Form] which this compliance certificate accompanies fairly represents the financial condition of the Group as at the date as to which those [financial statements]/[management accounts/[SEC Form] were drawn up. 53 [*](#a22214) 6 [We confirm that no Default is continuing as at the Test Date.] 7 Cure Amount 7.1.1 [Details to be included as required in clauses [22.3](#a11188) (Equity Cure) and [22.4](#a11411) (Cure Amounts - Mandatory Prepayment), and in particular the breach of the Relevant Financial Covenant, the application of the Cure Amount within the Cure Period, and the results of - 7.1.1.1 the calculations of all Relevant Financial Undertakings before the payment of the Cure Amount in accordance with clause [22.4](#a11411) (Cure Amounts - mandatory prepayment) and the application of clauses [22.3.3](#a11223) and [22.3.4](#a11271) ; and 7.1.1.2 the recalculations of all Relevant Financial Undertakings following the payment of the Cure Amount in accordance with clause [22.4](#a11411) (Cure Amounts - mandatory prepayment) and the application of clauses [22.3.3](#a11223) and [22.3.4.](#a11271) ] 8 Obligor coverage 8.1 [ The Obligors are in compliance with clause [23.28.1](#a14750) (Guarantor Coverage). ][ Each of the following persons are required to become an Additional Guarantor in order for the Obligors to comply with clause [23.28](#a14746) - 8.1.1 [ - ]; and 8.1.2 [ - ]. ] 8.2 [ Each Material Subsidiary is a Guarantor. ][ The following persons are required to become an Additional Guarantor such that each Material Subsidiary is a Guarantor. ] 9 Group Structure Chart [Pursuant to clause [21.10.5](#a10722) , the updated Group Structure Chart is attached hereto as [schedule 1].] 10 Non-SA Subsidiaries * Note - to be updated as applicable. 54 [The aggregate of the gross assets, EBITDA (as defined in clause [2.1.101.4](#a2709) ) or total revenue of the Non-SA Subsidiaries is [less than] 10% of the total assets, EBITDA or total revenue of the Covenant Group.] 11 Material Agreement The following agreements constitute Material Agreements - 11.1.1 [ - ]; and 11.1.2 [ - ]. 12 Litigation [Pursuant to clause [21.10.4](#a10693) , the litigation, arbitration, administrative proceeds, liquidation applications, winding up applications or business rescue applies which are required to be disclosed are as follows - 12.1.1 [ - ]; and 12.1.2 [ - ]. 13. [Please include any other obligations required under the Finance Documents]. [Yours faithfully, Signed - ….......................................... ….......................................... Director Director [Term/RCF Borrower] [Term/RCF Borrower] 55 ANNEXURE G - TRANSACTION SECURITY Each Obligor must enter into Security Documents in favour of the Debt Guarantor to establish the Security set out below over the assets described below (except to the extent that any such asset is expressly excluded by a Security Document from the Security created under that agreement or otherwise stipulated below) - 1 South African Obligors and Material Subsidiaries 1.1 A pledge and cession in securitatem debiti by that Obligor (other than Holdco) of all the shares, securities and other ownership interests it holds, from time to time, in any Affiliate, associate company or another person (other than a Dormant Subsidiary), each incorporated or established in South Africa, in which it is invested (including, in the case of the Term/RCF Borrower, all the shares, securities and other ownership interests it holds, from time to time, in the relevant Obligors (other than Holdco)), together with all its debt claims (on shareholder loan account or otherwise) against any such person, save for any loans created pursuant to the Permitted Cash Management Arrangement. 1.2 A cession in securitatem debiti by that Obligor (other than Holdco) of all its rights and claims in respect of bank accounts maintained in its jurisdiction of incorporation (including all cash balances standing to the credit of those bank accounts), insurance policies, book debts, Insurance Proceeds, intellectual property, Disposal Proceeds and all cash and cash equivalents, from time to time. 1.3 A general notarial bond to be registered over the moveable assets of each Additional Obligor, it so required by the Facility Agent. 1.4 A mortgage bond to be registered over the immoveable property of any Obligor, if such Obligor acquired immoveable property valued at R10,000,000 (ten million Rand) or more. 2 Non-South African Obligors and Material Subsidiaries 2.1 Each member of the Covenant Group (other than an Excluded Subsidiary) holding shares, securities and other ownership interests in an Obligor or Material Subsidiary incorporated in a jurisdiction other than South Africa must enter into Security Documents, in form and substance satisfactory to the Facility Agent, in favour of the Debt Guarantor to establish the Security equivalent to that described in clause 1.2 (South African Obligors and Material Subsidiaries) above over all its shares, securities and other ownership interests it holds, from time to time, in that Obligor or Material Subsidiary, together with all its debt claims (on shareholder loan account or otherwise) against that Obligor or Material Subsidiary. 56 2.2 In relation to any Obligor or Material Subsidiary incorporated in a jurisdiction other than South Africa, Holdco must procure that such member of the Covenant Group enters into Security Documents, in form and substance satisfactory to the Facility Agent, in favour of the Debt Guarantor to establish the Security equivalent to that described in clause [1](#a22350) (South African Obligors and Material Subsidiaries) above over its assets (except to the extent that any such asset is expressly excluded by a Security Document from the Security created under that agreement). 3 Holdco 3.1 A pledge and cession in securitatem debiti by Holdco of its rights, title and interest in and to all of the shares and claims it holds in the Term/RCF Borrower. 3.2 A cession in securitatem debiti by Holdco of its rights, title and interest in and to the Secured Account. 57 ANNEXURE H - ACCEPTABLE LENDERS 1. South African Banks 1.1 Absa Bank Limited 1.2 The Standard Bank of South Africa Limited 1.3 Investec Bank Limited 1.4 FirstRand Limited 1.5 Nedbank Group Limited 2. Financial institutions 2.1 Aluwani Capital Partners 2.2 Ashburton Fund Managers Proprietary Limited 2.3 Futuregrowth Asset Management Proprietary Limited 2.4 Liberty Group Limited 2.5 Ninety One SA Proprietary Limited 2.6 Sanlam Life Insurance Limited 3. Affiliates Any affiliate, subsidiary or holding company of the banks or financial institutions listed in this Annexure, and any fund or entity managed by any of them or any of their affiliates. 58 [*](#a22649) [†](#a22654) ANNEXURE I - FORM OF CONFIDENTIALITY UNDERTAKING To - [ Insert name of Potential Purchaser/Purchaser’s agent/broker ] [ - ] [ - ] [ - ], 20 Dear Sirs, Lesaka Technologies Proprietary Limited Common Terms Agreement, dated [ - ], 2025 ( the Agreement) We understand that you are considering [ acquiring ] [ arranging the acquisition of ] an interest in the Senior Facilities (the Acquisition ). In consideration of us agreeing to make available to you certain information, by your signature of a copy of this letter you agree as follows - 1. CONFIDENTIALITY UNDERTAKING You undertake (a) to keep the Confidential Information confidential and not to disclose it to anyone except as provided for by clause 2 below and to ensure that the Confidential Information is protected with security measures and a degree of care that would apply to your own confidential information, (b) to use the Confidential Information only for the Permitted Purpose, (c) to use all reasonable endeavours to ensure that any person to whom you pass any Confidential Information (unless disclosed under clause [ 2.2 or ] 2.3 below) acknowledges and complies with the provisions of this letter as if that person were also a party to it, and (d) not to make enquiries of any member of the Group or any of their officers, directors, employees or professional advisers relating directly or indirectly to the Acquisition. 2. PERMITTED DISCLOSURE We agree that you may disclose Confidential Information - 2.1 to members of the Purchaser Group and their officers, directors, employees and professional advisers to the extent necessary for the Permitted Purpose and to any auditors of members of the Purchaser Group; 2.2 [ subject to the requirements of the Agreement, in accordance with the Permitted Purpose so long as any prospective purchaser has delivered a letter to you in equivalent form to this letter ;] 2.3 subject to the requirements of the Agreement, to any person to (or through) whom you assign or transfer (or may potentially assign or transfer) all or any of the rights, benefits and obligations which you may acquire under the Agreement or with (or through) whom you enter into (or may potentially enter into) any sub-participation in relation to, or any * Delete if addressee is acting as broker or agent. † Delete if addressee is acting as principal. 59 [*](#a22744) other transaction under which payments are to be made by reference to, the Agreement or Holdco or any other member of the Group so long as that person has delivered a letter to you in equivalent form to this letter; and 2.4 (i) where requested or required by any court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body, (ii) where required by the rules of any stock exchange on which the shares or other securities of any member of the Purchaser Group are listed or (iii) where required by the laws or regulations of any country with jurisdiction over the affairs of any member of the Purchaser Group. 3. NOTIFICATION OF REQUIRED OR UNAUTHORISED DISCLOSURE You agree (to the extent permitted by law) to inform us of the full circumstances of any disclosure under clause 2.4 or upon becoming aware that Confidential Information has been disclosed in breach of this letter. 4. RETURN OF COPIES If we so request in writing, you shall return all Confidential Information supplied to you by us and destroy or permanently erase all copies of Confidential Information made by you and use all reasonable endeavours to ensure that anyone to whom you have supplied any Confidential Information destroys or permanently erases such Confidential Information and any copies made by them, in each case save to the extent that you or the recipients are required to retain any such Confidential Information by any applicable law, rule or regulation or by any competent judicial, governmental, supervisory or regulatory body or in accordance with internal policy, or where the Confidential Information has been disclosed under clause 2 above. 5. CONTINUING OBLIGATIONS The obligations in this letter are continuing and, in particular, shall survive the termination of any discussions or negotiations between you and us. Notwithstanding the previous sentence, the obligations in this letter shall cease (a) if you become a party to or otherwise acquire (by assignment or sub-participation) an interest, direct or indirect, in the Agreement or (b) 12 (twelve) months after you have returned all Confidential Information supplied to you by us and destroyed or permanently erased all copies of Confidential Information made by you (other than any such Confidential Information or copies which have been disclosed under clause 2 above (other than sub-clause 2.4 above) or which, pursuant to clause 4 above, are not required to be returned or destroyed). 6. NO REPRESENTATION, CONSEQUENCES OF BREACH, ETC. You acknowledge and agree that - 6.1 neither we [ nor our principal ] nor any member of the Group nor any of our or their respective officers, employees or advisers (each a Relevant Person ) (i) make any representation or warranty, express or implied, as to, or assume any responsibility for the accuracy, reliability or completeness of any of the Confidential Information or any other information supplied by us or the assumptions on which it is based or (ii) shall be under any obligation to update or correct any inaccuracy in the Confidential Information or any * Delete if letter is sent out by the Seller rather than the Seller’s broker or agent. 60 [*](#a22843) [†](#a22847) other information supplied by us or be otherwise liable to you or any other person in respect of the Confidential Information or any such information; and 6.2 we [ or our principal ] or members of the Group may be irreparably harmed by the breach of the terms hereof and damages may not be an adequate remedy; each Relevant Person may be granted an injunction or specific performance for any threatened or actual breach of the provisions of this letter by you. 7. SOLE AGREEMENT, NO IMPLIED TERMS, NO VARIATION, EXTENSIONS AND WAIVERS 7.1 This letter constitutes the sole record of the agreement between us and you (each, a Party , and collectively the Parties ) in regard to the subject matter hereof. 7.2 No Party shall be bound by any express or implied term, representation, warranty, promise or the like, not recorded in this letter. 7.3 No addition to, variation or consensual cancellation of this letter and no extension of time, waiver or relaxation or suspension of any of the provisions or terms hereof shall be of any force or effect unless in writing and signed by or on behalf of all the Parties. 7.4 No latitude, extension of time or other indulgence which may be given or allowed by any Party to any other Party in respect of the performance of any obligation hereunder or enforcement of any right arising from this letter and no single or partial exercise of any right by any Party shall under any circumstances be construed to be an implied consent by such Party or operate as a waiver or a novation of, or otherwise affect any of that Party’s rights in terms of or arising from this letter or estop such Party from enforcing, at any time and without notice, strict and punctual compliance with each and every provision or term hereof. 8. INSIDE INFORMATION You acknowledge that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation relating to insider dealing and you undertake not to use any Confidential Information for any unlawful purpose. 9. NATURE OF UNDERTAKINGS The undertakings given by you under this letter are given to us and (without implying any fiduciary obligations on our part) are also given by the benefit of [ our principal ] Holdco and each other member of the Group. 10. GOVERNING LAW AND JURISDICTION This letter (including the agreement constituted by your acknowledgment of its terms) shall be governed by and construed in accordance with the laws of South Africa and the parties submit to the non-exclusive jurisdiction of the High Court of South Africa (Gauteng Local Division, * Delete if letter is sent out by the Seller rather than the Seller’s broker or agent. † Delete if letter is sent out by the Seller rather than the Seller’s broker or agent. 61 [*](#a22912) Johannesburg) (or any successor to that Division) in regard to all matters arising from this letter. 11. DEFINITIONS In this letter, terms defined in the Agreement shall, unless the context otherwise requires, have the same meaning and the words and expressions set forth below shall bear the following meanings and cognate expressions shall bear corresponding meanings - Confidential Information means any information relating to Holdco, the Group, the Agreement and/or the Acquisition provided to you by us or any of our affiliates or advisers, in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that (a) is or becomes public knowledge other than as a direct or indirect result of any breach of this letter or (b) is known by you before the date the information is disclosed to you by us or any of our affiliates or advisers or is lawfully obtained by you thereafter, other than from a source which is connected with the Group and which, in either case, as far as you are aware, has not been obtained in violation of, and is not otherwise subject to, any obligation of confidentiality; Group shall bear the meaning defined in the Agreement; Holdco shall bear the meaning defined in the Agreement; Permitted Purpose means [ subject to the terms of this letter, passing on information to a prospective purchaser for the purpose of ] considering and evaluating whether to enter into the Acquisition; and Purchaser Group means you, and each of your affiliates. Please acknowledge your agreement to the above by signing and returning the enclosed copy. Yours faithfully * Delete if addressee is acting as principal. 62 ANNEXURE J - DORMANT SUBSIDIARIES Name of Dormant Subsidiary Jurisdiction of Incorporation / formation Registration number (or equivalent, if any) 1 Net1 Universal Electronic Technological Solutions (Pty) Ltd South Africa 2009/001034/07 2 Pros Software (Pty) Ltd South Africa 2005/043662/07 3 Lizwe Administration Services Proprietary Limited South Africa 2017/484589/07 4 Uzalo Payment Logistics Proprietary Limited South Africa 2017/406347/07 5 SmartSwitch Eswatini Investments (Pty) Ltd Swaziland R7/52203 6 SmartSwitch Tanzania Limited Tanzania 60807 7 Evertrade 187 (Pty) Ltd South Africa 2000/007099/07 8 Adumo Receipts (Pty) Ltd (previously named Prodigi Africa (Pty) Ltd) South Africa 2016/309815/07 9 Flickpay (Pty) Ltd South Africa 2014/061617/07 10 Cash Paymaster Services (Pty) Ltd South Africa 1998/000033/07 63 ANNEXURE K - DISCLOSURE SCHEDULE 1 ANNEXURE L - GROUP STRUCTURE 1 ANNEXURE M - MATERIAL CONTRACTS AS AT THE SIGNATURE DATE 1. the master agreement entered into with inter alia Grindrod Bank Limited (now African Bank Limited) and Lesaka Technologies Proprietary Limited on 28 October 2010, and all of its 13 addenda most recently entered into on 31 October 2024; 2. the EFT sponsorship agreement entered into with inter alia Grindrod Bank Limited (now African Bank Limited) and Lesaka Technologies Proprietary Limited on 25 March 2015; 3. the independent sales organisation (ISO) agreement entered into between Nedbank Limited and Sureswipe Proprietary Limited on 16 July 2018; 4. the hardware and software supply and service agreement entered into between KFC Proprietary Limited and GAAP Point-of-Sale Proprietary limited on 9 December 2020; 5. the independent sales organisation (ISO) agreement entered into between Nedbank Limited and Mainstreet 1723 Proprietary Limited on 9 February 2021; 6. the payment service provider agreement entered into between Absa Bank Limited and Mainstreet 1723 Proprietary Limited on 1 April 2022; 7. the wholesale cash purchase agreement entered into between African Bank Limited and Lesaka Technologies Proprietary Limited on 19 September 2024; 8. the cash services agreement entered into between African Bank Limited and Lesaka Technologies Proprietary Limited on 19 September 2024; 9. the cash purchase agreement entered into between African Bank Limited, Lesaka Technologies Proprietary Limited and Izi Group Proprietary Limited on 20 September 2024; and 10. the cash purchase agreement entered into between African Bank Limited, Lesaka Technologies Proprietary Limited and Fidelity Cash Solutions Proprietary Limited on 23 September 2024. --- ## EX-10.47 SEC source: [ex1047.htm](https://www.sec.gov/Archives/edgar/data/1041514/000156276225000106/ex1047.htm) 1 SENIOR TERM FACILITY A AGREEMENT for LESAKA TECHNOLOGIES PROPRIETARY LIMITED (as Term/RCF Borrower ) provided by THE PARTIES LISTED IN [ANNEXURE A](#a1962) (as Original Senior Term Facility A Lenders ) with FIRSTRAND BANK LIMITED (acting through its Rand Merchant Bank division) (as Facility Agent ) This Agreement is entered into subject to the terms of a Common Terms Agreement dated on or about the date of this Agreement Exhibit 10.47 i TABLE OF CONTENTS [1](#a247) [PARTIES](#a247) [................................ ................................ ................................ ...................... 1](#a247) [2](#a302) [INTERPRETATION](#a302) [................................ ................................ ................................ ..... 1](#a302) [3](#a829) [THE FACILITY](#a829) [................................ ................................ ................................ ............ 5](#a829) [4](#a861) [PURPOSE](#a861) [................................ ................................ ................................ ..................... 5](#a861) [5](#a906) [CONDITIONS OF UTILISATION](#a906) [................................ ................................ ................ 5](#a906) [6](#a972) [UTILISATION AND DISBURSEMENT](#a972) [................................ ................................ ........ 6](#a972) [7](#a1217) [REPAYMENT](#a1217) [................................ ................................ ................................ ............... 8](#a1217) [8](#a1265) [PREPAYMENT AND CANCELLATION](#a1265) [................................ ................................ ...... 8](#a1265) [9](#a1375) [INTEREST](#a1375) [................................ ................................ ................................ ................... 9](#a1375) [10](#a1469) [INTEREST PERIODS](#a1469) [................................ ................................ ................................ ... 9](#a1469) [11](#a1598) [DEFAULT](#a1598) [................................ ................................ ................................ .................. 11](#a1598) [12](#a1611) [NOTICES AND DOMICILIUM](#a1611) [................................ ................................ .................. 11](#a1611) [13](#a1652) [GENERAL](#a1652) [................................ ................................ ................................ .................. 11](#a1652) [14](#a1891) [GOVERNING LAW](#a1891) [................................ ................................ ................................ .... 14](#a1891) [15](#a1901) [JURISDICTION](#a1901) [................................ ................................ ................................ .......... 14](#a1901) ANNEXURES [ANNEXURE](#a1962) [A](#a1962) [- ORIGINAL SENIOR TERM FACILITY A LENDERS](#a1962) [ANNEXURE B](#a2009) [- FORM OF UTILISATION REQUEST](#a2009) 1 1 PARTIES 1.1 The Parties to this Agreement are – 1.1.1 Lesaka Technologies Proprietary Limited, registration number 2002/031446/07, as borrower (the Term/RCF Borrower ); 1.1.2 the parties listed in [Annexure A](#a1962) (the Original Senior Term Facility A Lenders ); and 1.1.3 FirstRand Bank Limited (acting through its Rand Merchant Bank division) as agent of the Senior Term Facility Lenders (the Facility Agent ). 1.2 The Parties agree as set out below. 2 INTERPRETATION 2.1 Definitions In this Agreement, unless the context indicates a contrary intention, the following words and expressions bear the meanings assigned to them and cognate expressions bear corresponding meanings – 2.1.1 Applicable Margin means, in relation to a Senior Term Facility A Loan or an Unpaid Sum - 2.1.1.1 in relation to the first Senior Term Facility A Loan for the first Interest Period, 3.25%; and 2.1.1.2 thereafter, in respect of each Interest Period, if the Net Debt to EBITDA Ratio in respect of the Measurement Period (the Relevant Measurement Period ) immediately preceding such Interest Period is within the range as set out in column 1 below, then the Applicable Margin for that Senior Term Facility A Loan will be the percentage set out opposite that range in column 2 below - Net Debt to EBITDA Ratio [Column 1] Applicable Margin [Column 2] Greater than or equal to 2.5 times 3.25% 2 Less than 2.5 times 2.50% provided that - 2.1.1.2.1 any increase or decrease in the Applicable Margin for that Senior Term Facility A Loan shall take effect on the date which is the first day of the Interest Period immediately succeeding the Interest Period in which the Compliance Certificate for the Relevant Measurement Period is delivered; and 2.1.1.2.2 if the Term/RCF Borrower fails to deliver a Compliance Certificate for the Relevant Measurement Period, the Applicable Margin for the relevant Interest Period shall be 3.25% plus the amount in clause [2.1.1.3;](#a441) and 2.1.1.3 with effect from the date of occurrence of an Event of Default and for so long as it is continuing, the Applicable Margin shall be the Applicable Margin as at the date of the occurrence of that Event of Default plus 2.00%; 2.1.2 Availability Period means, in relation to the Senior Term Facility A Commitment, the period from (and including) the Closing Date to (and including) the date falling 30 days after the Closing Date; 2.1.3 Available Commitment means the " Available Commitment " (as defined in the Common Terms Agreement) of a Senior Term Facility A Lender in respect of the Senior Term Facility A; 2.1.4 Available Facility means the aggregate, from time to time, of the Available Commitment of each Senior Term Facility A Lender; 2.1.5 Break Costs means the amount (if any) determined by a Senior Term Facility A Lender by which - 2.1.5.1 the interest (excluding the Applicable Margin) which that Senior Term Facility A Lender should have received for the period from the date of receipt of an amount repaid or prepaid in respect of any part of its participation in a Senior Term Facility A Loan or Unpaid Sum to the last day of the current Interest Period for that Senior Term Facility A Loan or Unpaid Sum, if the principal amount of 3 that Senior Term Facility A Loan or Unpaid Sum received had been paid on the last day of that Interest Period; exceeds - 2.1.5.2 the amount which that Senior Term Facility A Lender would be able to obtain by placing an amount equal to the principal amount of that Senior Term Facility A Loan or Unpaid Sum received by it on deposit with a leading bank in the Johannesburg interbank market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period; 2.1.6 Break Gains means the amount (if any) determined by the relevant Senior Term Facility A Lender by which the amount of interest contemplated in clause [2.1.5.2](#a546) of the definition of Break Costs exceeds that in clause [2.1.5.1](#a515) of that definition; 2.1.7 Common Terms Agreement means the written agreement entitled " Common Terms Agreement ", dated on or about the Signature Date, between, amongst others, the Term/RCF Borrower (as borrower), the Original Senior Term Facility A Lenders (as lenders), the Facility Agent and Bowwood and Main No 408 (RF) Proprietary Limited (as debt guarantor); 2.1.8 Final Maturity Date means 28 February 2029; 2.1.9 Interest Payment Date means - 2.1.9.1 the last day of March, June, September and December of any year; and 2.1.9.2 the Final Maturity Date, with the first Interest Payment Date being 30 June 2025; 2.1.10 Interest Period means - 2.1.10.1 in relation to a Senior Term Facility A Loan, each period determined in accordance with clause [10.1](#a1473) ( [Duration of Interest Periods](#a1473) ); and 2.1.10.2 in relation to an Unpaid Sum relating to a Senior Term Facility A Loan, each period determined in accordance with clause [10.2](#a1503) ( [Interest Periods for Unpaid](#a1503) [Sums](#a1503) [)](#a1503) ; 4 2.1.11 Party means a party to this Agreement; 2.1.12 Senior Term Facility A means the term loan facility made available to the Term/RCF Borrower under this Agreement; 2.1.13 Signature Date means the date on which, once this Agreement has been signed by all the Parties, it is signed by the last Party to do so; 2.1.14 Unpaid Sum means an " Unpaid Sum " as defined in the Common Terms Agreement in respect of the Senior Term Facility A; and 2.1.15 Utilisation Request means a notice substantially in the form set out in [Annexure B](#a2009) ( Form of Utilisation Request ). 2.2 Construction 2.2.1 Terms and expressions defined in the Common Terms Agreement, unless expressly defined in this Agreement, have the same meaning in this Agreement. 2.2.2 The provisions of clauses 2.3 ( Construction ) and 2.4 ( Third party rights ) of the Common Terms Agreement are incorporated by reference in this Agreement mutatis mutandis on the basis that references therein to - 2.2.2.1 the Common Terms Agreement are to be construed as references to this Agreement; and 2.2.2.2 the Parties are to be construed as the Parties to this Agreement. 2.2.3 This Agreement and the rights and obligations of the Parties under this Agreement shall in all respects be subject to the terms and conditions of the Common Terms Agreement and in the event of any conflict between the provisions of this Agreement and the provisions of the Common Terms Agreement, the provisions of this Agreement shall prevail. 2.2.4 If any amount paid to a Senior Term Facility A Lender under a Finance Document is capable of being avoided or otherwise set aside on the liquidation or administration of the payer or otherwise, then that amount will not be considered to have been irrevocably discharged for the purposes of this Agreement. 5 2.3 Facility Agent Unless inconsistent with the context or a contrary indication appears, references to the Facility Agent's written consent, approval of or any other similar action, decision or determination in this Agreement shall be to the Facility Agent acting on the instructions of the applicable Senior Term Facility A Lenders in accordance with the terms of the applicable Finance Documents. 3 THE FACILITY 3.1 The Committed Senior Term Facility A Subject to the terms of this Agreement and the Common Terms Agreement, the Senior Term Facility A Lenders make available to the Term/RCF Borrower a Rand-denominated term loan facility in an aggregate amount equal to the Senior Term Facility A Commitment. 3.2 Designation This Agreement is a Senior Facility Agreement and the Senior Term Facility A Agreement. 4 PURPOSE 4.1 The Term/RCF Borrower shall apply all amounts borrowed by it under Senior Term Facility A only in or towards the purpose set out in clause 4.1.1.1 ( Purpose ) of the Common Terms Agreement (including refinancing the Existing Group Indebtedness and the Cash Connect Management Finance Documents, and funding Transaction Costs), and for no other purpose whatsoever. 4.2 No Finance Party is bound to monitor or verify the application of the Utilisation of Senior Term Facility A or will be responsible for, or for the consequences of, such application. 5 CONDITIONS OF UTILISATION 5.1 Conditions precedent The Term/RCF Borrower may not deliver a Utilisation Request to the Facility Agent under this Senior Term Facility A Agreement (and no Senior Term Facility A Lender shall have any obligation to advance a Senior Term Facility A Loan or to provide any other form of credit or financial accommodation under this Agreement to any person) unless the Facility Agent has issued the notice contemplated by clause 5.1 ( Initial conditions precedent ) of the Common Terms Agreement. 6 5.2 Further conditions precedent Subject to the Common Terms Agreement and this Agreement, a Senior Term Facility A Lender will only be obliged to participate in a Senior Term Facility A Loan if the requirements of clause 5.2 ( Further conditions precedent ) of the Common Terms Agreement have been met. 5.3 Maximum number of Loans The Term/RCF Borrower may only make one Utilisation under Senior Term Facility A. 6 UTILISATION AND DISBURSEMENT 6.1 Delivery of a Utilisation Request 6.1.1 The Term/RCF Borrower may utilise the Senior Term Facility A during the Availability Period by delivery to the Facility Agent of a duly completed Utilisation Request. 6.1.2 Unless the Facility Agent otherwise agrees, the latest time for receipt by the Facility Agent of a Utilisation Request is 12h00 5 Business Days before the proposed Utilisation Date applicable to that Senior Term Facility A Loan. 6.1.3 The Utilisation Request is irrevocable. 6.2 Completion of a Utilisation Request 6.2.1 The Utilisation Request will not be regarded as having been duly completed unless: 6.2.1.1 the proposed Utilisation Date is a Business Day within the Availability Period; 6.2.1.2 it identifies the purpose for which the Utilisation is to be applied; 6.2.1.3 the currency and amount of the Utilisation comply with clause [6.3](#a1069) ( [Currency](#a1069) [and amount](#a1069) ) below; and 6.2.1.4 it specifies a bank account in South Africa to which the Term/RCF Borrower requires the proceeds of that Senior Term Facility A Loan to be made to it to be credited. 6.2.2 Only one Senior Term Facility A Loan may be requested in the Utilisation Request. 7 6.3 Currency and amount 6.3.1 The currency specified in the Utilisation Request must be Rand. 6.3.2 The amount of the proposed Senior Term Facility A Loan must not be more than the Available Facility. 6.4 Disbursement 6.4.1 If the conditions set out in this Agreement and the Common Terms Agreement have been met, each Senior Term Facility A Lender must advance and lend to the Term/RCF Borrower, which shall borrow from such Senior Term Facility A Lender, that Senior Term Facility A Lender's participation in that Senior Term Facility A Loan on the Utilisation Date. A Senior Term Facility A Lender must make its participation in a Senior Term Facility A Loan available to the Facility Agent by the Utilisation Date applicable to the Senior Term Facility A Loan for disbursement to the Term/RCF Borrower. 6.4.2 The amount of each Senior Term Facility A Lender's participation in a Senior Term Facility A Loan will be equal to the proportion borne by its Available Commitment (if any) to the Available Facility immediately prior to making that Senior Term Facility A Loan. 6.4.3 The Facility Agent shall notify each Senior Term Facility A Lender of the amount of that Senior Term Facility A Loan and the amount of its participation in that Senior Term Facility A Loan. 6.4.4 No Senior Term Facility A Lender is obliged to participate in a Senior Term Facility A Loan if, as a result - 6.4.4.1 its share in that Senior Term Facility A Loan would exceed its Available Commitment applicable to Senior Term Facility A; or 6.4.4.2 that Senior Term Facility A Loan would exceed the Available Facility. 6.5 Automatic cancellation of Commitments The Senior Term Facility A Commitments which, at that time, are unutilised, and in respect of which no Utilisation Request has been delivered, shall be automatically cancelled at 11h00 on the last day of the Availability Period. 8 7 REPAYMENT 7.1 The Term/RCF Borrower shall repay the Senior Term Facility A Loans in full in a single bullet repayment on the Final Maturity Date. 7.2 Any amount which remains outstanding under Senior Term Facility A on the Final Maturity Date shall be repaid in full on that date. 7.3 No amount of the Senior Term Facility A Loans repaid under this clause [7](#a1217) ( [Repayment](#a1217) [)](#a1217) may be re- borrowed. 8 PREPAYMENT AND CANCELLATION 8.1 Voluntary cancellation 8.1.1 The Term/RCF Borrower may cancel the undrawn amount of the Senior Term Facility A Commitments in accordance with the requirements (and subject to the terms) of clause 8.6 ( Voluntary cancellation ) of the Common Terms Agreement. 8.1.2 No amount of the Senior Term Facility A Commitments cancelled pursuant to this clause [8.1](#a1269) ( [Voluntary cancellation](#a1269) [)](#a1269) may be reinstated. 8.2 Voluntary prepayment 8.2.1 The Term/RCF Borrower may make voluntary prepayments in respect of the Senior Term Facility A Loans made to it, in whole or in part, in accordance with the requirements (and subject to the terms) of clause 8.5 ( Voluntary prepayment ) of the Common Terms Agreement. 8.2.2 No amount of the Senior Term Facility A Loans prepaid pursuant to this clause [8.2](#a1302) ( [Voluntary prepayment](#a1302) ) may be re-borrowed. 8.3 Mandatory prepayment and prepayment offers The Term/RCF Borrower shall be obliged to make mandatory prepayments and/or offers to make prepayments (as applicable) in respect of the Senior Term Facility A Loans to the Senior Term Facility A Lenders in accordance with the requirements (and subject to the terms) of clauses 8 ( Prepayment and Cancellation ), 9 ( Prepayment Offers and Priorities ) and 22.4 ( Cure Amounts - mandatory prepayment ) of the Common Terms Agreement. 9 9 INTEREST 9.1 Calculation of interest The rate of interest on each Senior Term Facility A Loan (and any Unpaid Sum) for each relevant Interest Period is the percentage rate per annum which is the aggregate of – 9.1.1 the Applicable Margin; and 9.1.2 the Base Rate. 9.2 Payment of interest The Term/RCF Borrower shall pay all accrued interest on a Senior Term Facility A Loan made to it on each Interest Payment Date, in accordance with the requirements of clause 31 ( Payment Mechanics ) of the Common Terms Agreement. 9.3 Interest on overdue amounts 9.3.1 Any interest accruing on an Unpaid Sum shall be immediately payable by the Term/RCF Borrower on demand by the Facility Agent. 9.3.2 Default interest (if unpaid) arising on any Unpaid Sum will be compounded with that Unpaid Sum on the last day of each calendar month, but will remain immediately due and payable. 9.4 Notification of rates of interest Without prejudice to the obligation of the Term/RCF Borrower to pay interest calculated at any applicable rate under this clause [9](#a1375) ( [Interest](#a1375) [)](#a1375) , the Facility Agent shall notify the Senior Term Facility A Lenders and the Term/RCF Borrower, as soon as reasonably practicable - 9.4.1 of the determination of a rate of interest under this Agreement; and 9.4.2 when interest commences to accrue at the rate calculated by reference to the Applicable Margin specified in clause [2.1.1.3.](#a441) 10 INTEREST PERIODS 10.1 Duration of Interest Periods Each Senior Term Facility A Loan has successive Interest Periods: 10 10.1.1 commencing on (and including) the Utilisation Date (in respect of the first Interest Period for that Senior Term Facility A Loan) or commencing on (and including) an Interest Payment Date; and 10.1.2 ending on (but excluding) the next Interest Payment Date. 10.2 Interest Periods for Unpaid Sums 10.2.1 Interest accruing on an Unpaid Sum shall be calculated as if that Unpaid Sum, had during the period of non-payment, constituted a Loan under Senior Term Facility A for successive Interest Periods, each of a duration selected by the Facility Agent. For this purpose, the Facility Agent may - 10.2.1.1 select successive Interest Periods of any duration of up to three months; and 10.2.1.2 determine the appropriate Quotation Day for that Interest Period. 10.2.2 If any Unpaid Sum consists of all or part of a Senior Term Facility A Loan which became due on a day which was not the last day of an Interest Period relating to that Senior Term Facility A Loan, the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the current Interest Period relating to that Senior Term Facility A Loan. 10.3 No overrunning the Final Maturity Date If an Interest Period for a Senior Term Facility A Loan would otherwise extend beyond the Final Maturity Date, it will be shortened so that it ends on the Final Maturity Date. This clause [10.3](#a1550) ( [No overrunning the Final Maturity Date](#a1550) [)](#a1550) does not apply to Interest Periods selected under clause [10.2](#a1503) ( [Interest Periods for Unpaid Sums](#a1503) [)](#a1503) above in respect of Unpaid Sums which remain outstanding on the Final Maturity Date. 11 10.4 Non-Business Days If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not). 11 DEFAULT If an Event of Default occurs, and for so long as it is continuing, the Facility Agent may enforce any of the rights and remedies provided for in clause 24.17 ( Acceleration ) of the Common Terms Agreement. 12 NOTICES AND DOMICILIUM 12.1 The Parties select as their respective domicilia citandi et executandi the physical addresses contemplated in clause 34.2 ( Addresses ) of the Common Terms Agreement, and for the purposes of giving or sending any notice provided for or required under this Agreement, the said physical addresses as well as the email addresses contained therein. 12.2 The provisions of clause 34 ( Notices ) of the Common Terms Agreement are incorporated by reference herein, mutatis mutandis , as if repeated herein in full in this Agreement on the basis that references therein to - 12.2.1 Finance Documents and/or the Common Terms Agreement shall be construed as references to this Agreement; and 12.2.2 Parties shall be construed as references to the Parties to this Agreement. 13 GENERAL 13.1 Further Assurances The Term/RCF Borrower must perform, or procure the performance, of all further things, and execute and deliver (or procure the execution and delivery) of all further documents, as may be required by any applicable law or regulation or as may be necessary or desirable to implement or give effect to this Agreement and the transactions contemplated therein. 13.2 Sole Agreement 13.2.1 This Agreement constitutes the sole record of the agreement between the Parties in regard to the subject matter hereof. 12 13.2.2 This Agreement supersedes and replaces any and all agreements between the Parties (and other persons, as may be applicable) and undertakings given to or on behalf of the Parties (and other persons, as may be applicable) in relation to the subject matter hereof. 13.3 No implied terms No Party shall be bound by any express or implied term, representation, warranty, promise or the like, not recorded in this Agreement. 13.4 Variations to be in Writing No addition to or variation, deletion, or agreed cancellation of all or any clauses or provisions of this Agreement will be of any force or effect unless in writing and signed by the Parties. 13.5 Costs and Expenses The Term/RCF Borrower shall pay to the Facility Agent (for the account of the relevant Finance Party) the amount of all costs and expenses (including legal fees on the scale as between attorney and own client, whether incurred before or after judgment) incurred by any Finance Party in connection with the enforcement of, or the preservation of any rights under, this Agreement. 13.6 Partial Invalidity If, at any time, any provision of this Agreement is or becomes illegal, invalid, unenforceable or inoperable in any respect under any law of any jurisdiction, neither the legality, validity, enforceability or operation of the remaining provisions nor the legality, validity, enforceability or operation of such provision under the law of any other jurisdiction will in any way be affected or impaired. The term inoperable in this clause [13.6](#a1741) ( [Partial](#a1741) [Invalidity](#a1741) ) shall include, without limitation, inoperable by way of suspension or cancellation. 13.7 Rights and remedies 13.7.1 No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise 13 or the exercise of any other right or remedy. The rights and remedies of the Finance Parties under this Agreement - 13.7.1.1 are cumulative and not exclusive of its rights under the general law; 13.7.1.2 may be exercised as often as the Finance Party requires; and 13.7.1.3 may be waived only in writing and specifically. 13.7.2 Delay in the exercise or non-exercise of any right is not a waiver of that right. 13.8 Extensions and waivers No latitude, extension of time or other indulgence which may be given or allowed by any Party to any other Party in respect of the performance of any obligation or enforcement of any right under this Agreement, and no single or partial exercise of any right by any Party, shall be construed to be an implied consent by such Party or operate as a waiver or a novation of, or otherwise affect any of that Party’s rights under or in connection with this Agreement or estop such Party from enforcing, at any time and without notice, strict and punctual compliance with each and every provision or term of this Agreement. 13.9 Renunciation of benefits The Term/RCF Borrower renounces, to the extent permitted under any applicable law, the benefits of each of the legal exceptions of excussion, division, revision of accounts, no value received, errore calculi , non causa debiti , non numeratae pecuniae and cession of action, and declares that it understands the meaning of each such legal exception and the effect of such renunciation. 13.10 Independent advice The Term/RCF Borrower acknowledges that it has been free to secure independent legal and other advice as to the nature and effect of all of the provisions of this Agreement and that it has either taken such independent legal and other advice or dispensed with the necessity of doing so. Further, the Term/RCF Borrower acknowledges that all of the provisions of this Agreement and the restrictions therein contained are part of the overall intention of the Parties in connection with this Agreement. 14 13.11 Counterparts This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement. 14 GOVERNING LAW This Agreement and any non-contractual obligations arising out of or in connection with it are governed by South African law. 15 JURISDICTION 15.1 The Parties hereby irrevocably and unconditionally consent to the non-exclusive jurisdiction of the High Court of South Africa (Gauteng Division, Johannesburg) (or any successor to that division) in regard to all matters arising from this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a Dispute ). 15.2 The Parties agree that the courts of South Africa are the most appropriate and convenient court to settle Disputes. The Parties agree not to argue to the contrary and waive objection to this court on the grounds of inconvenient forum or otherwise in relation to proceedings in connection with this Agreement. 15.3 This clause [15](#a1901) ( [Jurisdiction](#a1901) [)](#a1901) is for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other court with jurisdiction. To the extent allowed by law, a Finance Party may take concurrent proceedings in any number of jurisdictions. 1 ANNEXURE A - ORIGINAL SENIOR TERM FACILITY A LENDERS Name of Original Senior Term Facility A Lenders Jurisdiction of Incorporation Registration number 1. FirstRand Bank Limited, acting through its Rand Merchant Bank division South Africa 1929/001225/06 2. Investec Bank Limited, acting through its Investment Banking Division: Corporate Solutions South Africa 1969/004763/06 1 ANNEXURE B - FORM OF UTILISATION REQUEST To: FIRSTRAND BANK LIMITED (acting through its Rand Merchant Bank division) (as Facility Agent) From: LESAKA TECHNOLOGIES PROPRIETARY LIMITED Date: ________________ Dear Sirs, LESAKA TECHNOLOGIES PROPRIETARY LIMITED Senior Term Facility A Agreement, dated [ - ] ( the Agreement) 1 We refer to the Agreement. This is the Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2 We wish to borrow the Senior Term Facility A Loan on the following terms: Proposed Utilisation Date: [ - ] (or, if that is not a Business Day, the next Business Day); Amount: R[ - ] or, if less, the Available Facility; Purpose: [The purpose stipulated in clause [4.1](#a865) of the Agreement.] 3 We confirm that each condition specified in clause [5.2](#a941) ( [Further conditions precedent](#a941) ) of the Agreement read together with clause 5.2 ( Further conditions precedent ) of the Common Terms Agreement is satisfied on the date of this Utilisation Request. 4 The proceeds of this Senior Term Facility A Loan must be credited to [account]. 5 This Utilisation Request is irrevocable. 2 Yours faithfully, ………………………………… authorised signatory for LESAKA TECHNOLOGIES PROPRIETARY LIMITED 1 SIGNATURE PAGES Signed at Sandon on 27 February 2025 for FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION) (as Facility Agent ) /s/ Kedy Mazibuko Signature Kedy Mazibuko Name of Signatory Authorised Designation of Signatory /s/ Eric Mphohoni Signature Eric Mphohoni Name of Signatory Authorised Signatory Designation of Signatory 2 Signed at Sandon on 27 February 2025 for FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION) (as Original Senior Term Facility A Lender ) /s/ Kedy Mazibuko Signature Kedy Mazibuko Name of Signatory Authorised Designation of Signatory /s/ Eric Mphohoni Signature Eric Mphohoni Name of Signatory Authorised Signatory Designation of Signatory 3 Signed at Sandton on 27 February 2025 for INVESTEC BANK LIMITED, ACTING THROUGH ITS INVESTMENT BANKING DIVISION: CORPORATE SOLUTIONS (as Original Senior Term Facility A Lender ) /s/ Kerry Caldwell Signature Kerry Caldwell Name of Signatory Authorised signatory Designation of Signatory /s/ Sean Rule Signature Sean Rule Name of Signatory Authorised signatory Designation of Signatory 4 Signed at CAPE TOWN on 27 February 2025 for LESAKA TECHNOLOGIES PROPRIETARY LIMITED (as Term/RCF Borrower ) /s/ Naeem Ebrahim Kola Signature Naeem Ebrahim Kola Name of Signatory GCOO Designation of Signatory --- ## EX-10.48 SEC source: [ex1048.htm](https://www.sec.gov/Archives/edgar/data/1041514/000156276225000106/ex1048.htm) 1 SENIOR TERM FACILITY B AGREEMENT for LESAKA TECHNOLOGIES PROPRIETARY LIMITED (as Term/RCF Borrower ) provided by THE PARTIES LISTED IN [ANNEXURE A](#a2156) (as Original Senior Term Facility B Lenders ) with FIRSTRAND BANK LIMITED (acting through its Rand Merchant Bank division) (as Facility Agent ) This Agreement is entered into subject to the terms of a Common Terms Agreement dated on or about the date of this Agreement Exhibit 10.48 i TABLE OF CONTENTS [1](#a246) [PARTIES](#a246) [................................ ................................ ................................ ...................... 1](#a246) [2](#a308) [INTERPRETATION](#a308) [................................ ................................ ................................ ..... 1](#a308) [3](#a871) [THE FACILITY](#a871) [................................ ................................ ................................ ............ 5](#a871) [4](#a907) [PURPOSE](#a907) [................................ ................................ ................................ ..................... 5](#a907) [5](#a945) [CONDITIONS OF UTILISATION](#a945) [................................ ................................ ................ 5](#a945) [6](#a1017) [UTILISATION AND DISBURSEMENT](#a1017) [................................ ................................ ........ 6](#a1017) [7](#a1304) [REPAYMENT](#a1304) [................................ ................................ ................................ ............... 8](#a1304) [8](#a1428) [PREPAYMENT AND CANCELLATION](#a1428) [................................ ................................ ...... 8](#a1428) [9](#a1550) [INTEREST](#a1550) [................................ ................................ ................................ ................... 9](#a1550) [10](#a1653) [INTEREST PERIODS](#a1653) [................................ ................................ ................................ . 10](#a1653) [11](#a1792) [DEFAULT](#a1792) [................................ ................................ ................................ .................. 11](#a1792) [12](#a1805) [NOTICES AND DOMICILIUM](#a1805) [................................ ................................ .................. 11](#a1805) [13](#a1850) [GENERAL](#a1850) [................................ ................................ ................................ .................. 12](#a1850) [14](#a2085) [GOVERNING LAW](#a2085) [................................ ................................ ................................ .... 14](#a2085) [15](#a2095) [JURISDICTION](#a2095) [................................ ................................ ................................ .......... 14](#a2095) ANNEXURES [ANNEXURE](#a2156) [A](#a2156) [- ORIGINAL SENIOR TERM FACILITY B LENDERS](#a2156) [ANNEXURE B](#a2202) [- FORM OF UTILISATION REQUEST](#a2202) 1 1 PARTIES 1.1 The Parties to this Agreement are – 1.1.1 Lesaka Technologies Proprietary Limited, registration number 2002/031446/07, as borrower (the Term/RCF Borrower ); 1.1.2 the parties listed in [Annexure A](#a2156) (the Original Senior Term Facility B Lenders ); and 1.1.3 FirstRand Bank Limited (acting through its Rand Merchant Bank division) as agent of the Senior Term Facility Lenders (the Facility Agent ). 1.2 The Parties agree as set out below. 2 INTERPRETATION 2.1 Definitions In this Agreement, unless the context indicates a contrary intention, the following words and expressions bear the meanings assigned to them and cognate expressions bear corresponding meanings – 2.1.1 Applicable Margin means, in relation to a Senior Term Facility B Loan or an Unpaid Sum - 2.1.1.1 in relation to the first Senior Term Facility B Loan for the first Interest Period, 3.15%; and 2.1.1.2 thereafter, in respect of each Interest Period, if the Net Debt to EBITDA Ratio in respect of the Measurement Period (the Relevant Measurement Period ) immediately preceding such Interest Period is within the range as set out in column 1 below, then the Applicable Margin for that Senior Term Facility B Loan will be the percentage set out opposite that range in column 2 below - Net Debt to EBITDA Ratio [Column 1] Applicable Margin [Column 2] Greater than or equal to 2.5 times 3.15% 2 Less than 2.5 times 2.40% provided that - 2.1.1.2.1 any increase or decrease in the Applicable Margin for that Senior Term Facility B Loan shall take effect on the date which is the first day of the Interest Period immediately succeeding the Interest Period in which the Compliance Certificate for the Relevant Measurement Period is delivered; and 2.1.1.2.2 if the Term/RCF Borrower fails to deliver a Compliance Certificate for the Relevant Measurement Period, the Applicable Margin for the relevant Interest Period shall be 3.15% plus the amount in clause [2.1.1.3;](#a454) and 2.1.1.3 with effect from the date of occurrence of an Event of Default and for so long as it is continuing, the Applicable Margin shall be the Applicable Margin as at the date of the occurrence of that Event of Default plus 2.00%; 2.1.2 Availability Period means, in relation to the Senior Term Facility B Commitment, the period from (and including) the Closing Date to (and including) the date falling 30 days after the Closing Date; 2.1.3 Available Commitment means the " Available Commitment " (as defined in the Common Terms Agreement) of a Senior Term Facility B Lender in respect of the Senior Term Facility B; 2.1.4 Available Facility means the aggregate, from time to time, of the Available Commitment of each Senior Term Facility B Lender; 2.1.5 Break Costs means the amount (if any) determined by a Senior Term Facility B Lender by which - 2.1.5.1 the interest (excluding the Applicable Margin) which that Senior Term Facility B Lender should have received for the period from the date of receipt of an amount repaid or prepaid in respect of any part of its participation in a Senior Term Facility B Loan or Unpaid Sum to the last day of the current Interest Period for that Senior Term Facility B Loan or Unpaid Sum, if the principal amount of 3 that Senior Term Facility B Loan or Unpaid Sum received had been paid on the last day of that Interest Period; exceeds - 2.1.5.2 the amount which that Senior Term Facility B Lender would be able to obtain by placing an amount equal to the principal amount of that Senior Term Facility B Loan or Unpaid Sum received by it on deposit with a leading bank in the Johannesburg interbank market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period; 2.1.6 Break Gains means the amount (if any) determined by the relevant Senior Term Facility B Lender by which the amount of interest contemplated in clause [2.1.5.2](#a573) of the definition of Break Costs exceeds that in clause [2.1.5.1](#a534) of that definition; 2.1.7 Common Terms Agreement means the written agreement entitled " Common Terms Agreement ", dated on or about the Signature Date, between, amongst others, the Term/RCF Borrower (as borrower), the Original Senior Term Facility B Lenders (as lenders), the Facility Agent and Bowwood and Main No 408 (RF) Proprietary Limited (as debt guarantor); 2.1.8 Final Maturity Date means 28 February 2029; 2.1.9 Interest Payment Date means - 2.1.9.1 the last day of March, June, September and December of any year; and 2.1.9.2 the Final Maturity Date, with the first Interest Payment Date being 30 June 2025; 2.1.10 Interest Period means - 2.1.10.1 in relation to a Senior Term Facility B Loan, each period determined in accordance with clause [10.1](#a1657) ( [Duration of Interest Periods](#a1657) ); and 2.1.10.2 in relation to an Unpaid Sum relating to a Senior Term Facility B Loan, each period determined in accordance with clause [10.2](#a1691) ( [Interest Periods for Unpaid](#a1691) [Sums](#a1691) [)](#a1691) ; 4 2.1.11 Party means a party to this Agreement; 2.1.12 Senior Term Facility B means the term loan facility made available to the Term/RCF Borrower under this Agreement; 2.1.13 Signature Date means the date on which, once this Agreement has been signed by all the Parties, it is signed by the last Party to do so; 2.1.14 Unpaid Sum means an " Unpaid Sum " as defined in the Common Terms Agreement in respect of the Senior Term Facility B; and 2.1.15 Utilisation Request means a notice substantially in the form set out in [Annexure B](#a2202) ( Form of Utilisation Request ). 2.2 Construction 2.2.1 Terms and expressions defined in the Common Terms Agreement, unless expressly defined in this Agreement, have the same meaning in this Agreement. 2.2.2 The provisions of clauses 2.3 ( Construction ) and 2.4 ( Third party rights ) of the Common Terms Agreement are incorporated by reference in this Agreement mutatis mutandis on the basis that references therein to - 2.2.2.1 the Common Terms Agreement are to be construed as references to this Agreement; and 2.2.2.2 the Parties are to be construed as the Parties to this Agreement. 2.2.3 This Agreement and the rights and obligations of the Parties under this Agreement shall in all respects be subject to the terms and conditions of the Common Terms Agreement and in the event of any conflict between the provisions of this Agreement and the provisions of the Common Terms Agreement, the provisions of this Agreement shall prevail. 2.2.4 If any amount paid to a Senior Term Facility B Lender under a Finance Document is capable of being avoided or otherwise set aside on the liquidation or administration of the payer or otherwise, then that amount will not be considered to have been irrevocably discharged for the purposes of this Agreement. 5 2.3 Facility Agent Unless inconsistent with the context or a contrary indication appears, references to the Facility Agent's written consent, approval of or any other similar action, decision or determination in this Agreement shall be to the Facility Agent acting on the instructions of the applicable Senior Term Facility B Lenders in accordance with the terms of the applicable Finance Documents. 3 THE FACILITY 3.1 The Committed Senior Term Facility B Subject to the terms of this Agreement and the Common Terms Agreement, the Senior Term Facility B Lenders make available to the Term/RCF Borrower a Rand-denominated term loan facility in an aggregate amount equal to the Senior Term Facility B Commitment. 3.2 Designation This Agreement is a Senior Facility Agreement and the Senior Term Facility B Agreement. 4 PURPOSE 4.1 The Term/RCF Borrower shall apply all amounts borrowed by it under Senior Term Facility B only in or towards the purpose set out in clause 4.1.1.2 ( Purpose ) of the Common Terms Agreement (including refinancing the Existing Group Indebtedness and refinancing the amounts payable in terms of the Acquisition GBF), and for no other purpose whatsoever. 4.2 No Finance Party is bound to monitor or verify the application of the Utilisation of Senior Term Facility B or will be responsible for, or for the consequences of, such application. 5 CONDITIONS OF UTILISATION 5.1 Conditions precedent The Term/RCF Borrower may not deliver a Utilisation Request to the Facility Agent under this Senior Term Facility B Agreement (and no Senior Term Facility B Lender shall have any obligation to advance a Senior Term Facility B Loan or to provide any other form of credit or financial accommodation under this Agreement to any person) unless the Facility Agent has issued the notice contemplated by clause 5.1 ( Initial conditions precedent ) of the Common Terms Agreement. 6 5.2 Further conditions precedent Subject to the Common Terms Agreement and this Agreement, a Senior Term Facility B Lender will only be obliged to participate in a Senior Term Facility B Loan if the requirements of clause 5.2 ( Further conditions precedent ) of the Common Terms Agreement have been met. 5.3 Maximum number of Loans The Term/RCF Borrower may only make one Utilisation under Senior Term Facility B. 6 UTILISATION AND DISBURSEMENT 6.1 Delivery of a Utilisation Request 6.1.1 The Term/RCF Borrower may utilise the Senior Term Facility B during the Availability Period by delivery to the Facility Agent of a duly completed Utilisation Request. 6.1.2 Unless the Facility Agent otherwise agrees, the latest time for receipt by the Facility Agent of a Utilisation Request is 12h00 5 Business Days before the proposed Utilisation Date applicable to that Senior Term Facility B Loan. 6.1.3 The Utilisation Request is irrevocable. 6.2 Completion of a Utilisation Request 6.2.1 The Utilisation Request will not be regarded as having been duly completed unless - 6.2.1.1 the proposed Utilisation Date is a Business Day within the Availability Period; 6.2.1.2 it identifies the purpose for which the Utilisation is to be applied; 6.2.1.3 the currency and amount of the Utilisation comply with clause [6.3](#a1121) ( [Currency](#a1121) [and amount](#a1121) ) below; and 6.2.1.4 it specifies a bank account in South Africa to which the Term/RCF Borrower requires the proceeds of that Senior Term Facility B Loan to be made to it to be credited. 6.2.2 Only one Senior Term Facility B Loan may be requested in the Utilisation Request. 7 6.3 Currency and amount 6.3.1 The currency specified in the Utilisation Request must be Rand. 6.3.2 The amount of the proposed Senior Term Facility B Loan - 6.3.2.1 must not be more than the Available Facility. 6.4 Disbursement 6.4.1 If the conditions set out in this Agreement and the Common Terms Agreement have been met, each Senior Term Facility B Lender must advance and lend to the Term/RCF Borrower, which shall borrow from such Senior Term Facility B Lender, that Senior Term Facility B Lender's participation in that Senior Term Facility B Loan on the Utilisation Date. A Senior Term Facility B Lender must make its participation in a Senior Term Facility B Loan available to the Facility Agent by the Utilisation Date applicable to the Senior Term Facility B Loan for disbursement to the Term/RCF Borrower. 6.4.2 The amount of each Senior Term Facility B Lender's participation in a Senior Term Facility B Loan will be equal to the proportion borne by its Available Commitment (if any) to the Available Facility immediately prior to making that Senior Term Facility B Loan. 6.4.3 The Facility Agent shall notify each Senior Term Facility B Lender of the amount of that Senior Term Facility B Loan and the amount of its participation in that Senior Term Facility B Loan. 6.4.4 No Senior Term Facility B Lender is obliged to participate in a Senior Term Facility B Loan if, as a result - 6.4.4.1 its share in that Senior Term Facility B Loan would exceed its Available Commitment applicable to Senior Term Facility B; or 6.4.4.2 that Senior Term Facility B Loan would exceed the Available Facility. 6.5 Automatic cancellation of Commitments 8 The Senior Term Facility B Commitments which, at that time, are unutilised, and in respect of which no Utilisation Request has been delivered, shall be automatically cancelled at 11h00 on the last day of the Availability Period. 7 REPAYMENT 7.1 The Term/RCF Borrower shall repay the Senior Term Facility Loans on the dates ( Repayment Date ) and in the amounts ( Repayment Instalment ) set out opposite that Repayment Date below - Repayment Date Repayment Instalment 1. 28 February 2026 R150,000,000 2. 28 February 2027 R200,000,000 3. 28 February 2028 R300,000,000 4. 28 February 2029 R350,000,000 7.2 Any amount which remains outstanding under Senior Term Facility B on the Final Maturity Date shall be repaid in full on that date. 7.3 No amount of the Senior Term Facility B Loans repaid under this clause [7](#a1304) ( [Repayment](#a1304) [)](#a1304) may be re- borrowed. 8 PREPAYMENT AND CANCELLATION 8.1 Voluntary cancellation 8.1.1 The Term/RCF Borrower may cancel the undrawn amount of the Senior Term Facility B Commitments in accordance with the requirements (and subject to the terms) of clause 8.6 ( Voluntary cancellation ) of the Common Terms Agreement. 8.1.2 No amount of the Senior Term Facility B Commitments cancelled pursuant to this clause [8.1](#a1432) ( [Voluntary cancellation](#a1432) [)](#a1432) may be reinstated. 8.2 Voluntary prepayment 8.2.1 The Term/RCF Borrower may make voluntary prepayments in respect of the Senior Term Facility B Loans made to it, in whole or in part, in accordance with the requirements (and subject to the terms) of clause 8.5 ( Voluntary prepayment ) of the Common Terms Agreement. 9 8.2.2 No amount of the Senior Term Facility B Loans prepaid pursuant to this clause [8.2](#a1469) ( [Voluntary prepayment](#a1469) ) may be re-borrowed. 8.3 Mandatory prepayment and prepayment offers The Term/RCF Borrower shall be obliged to make mandatory prepayments and/or offers to make prepayments (as applicable) in respect of the Senior Term Facility B Loans to the Senior Term Facility B Lenders in accordance with the requirements (and subject to the terms) of clauses 8 ( Prepayment and Cancellation ), 9 ( Prepayment Offers and Priorities ) and 22.4 ( Cure Amounts - mandatory prepayment ) of the Common Terms Agreement. 9 INTEREST 9.1 Calculation of interest The rate of interest on each Senior Term Facility B Loan (and any Unpaid Sum) for each relevant Interest Period is the percentage rate per annum which is the aggregate of – 9.1.1 the Applicable Margin; and 9.1.2 the Base Rate. 9.2 Payment of interest The Term/RCF Borrower shall pay all accrued interest on a Senior Term Facility B Loan made to it on each Interest Payment Date, in accordance with the requirements of clause 31 ( Payment Mechanics ) of the Common Terms Agreement. 9.3 Interest on overdue amounts 9.3.1 Any interest accruing on an Unpaid Sum shall be immediately payable by the Term/RCF Borrower on demand by the Facility Agent. 9.3.2 Default interest (if unpaid) arising on any Unpaid Sum will be compounded with that Unpaid Sum on the last day of each calendar month, but will remain immediately due and payable. 10 9.4 Notification of rates of interest Without prejudice to the obligation of the Term/RCF Borrower to pay interest calculated at any applicable rate under this clause [9](#a1550) ( [Interest](#a1550) [)](#a1550) , the Facility Agent shall notify the Senior Term Facility B Lenders and the Term/RCF Borrower, as soon as reasonably practicable - 9.4.1 of the determination of a rate of interest under this Agreement; and 9.4.2 when interest commences to accrue at the rate calculated by reference to the Applicable Margin specified in clause [2.1.1.3.](#a454) 10 INTEREST PERIODS 10.1 Duration of Interest Periods Each Senior Term Facility B Loan has successive Interest Periods - 10.1.1 commencing on (and including) the Utilisation Date (in respect of the first Interest Period for that Senior Term Facility B Loan) or commencing on (and including) an Interest Payment Date; and 10.1.2 ending on (but excluding) the next Interest Payment Date. 10.2 Interest Periods for Unpaid Sums 10.2.1 Interest accruing on an Unpaid Sum shall be calculated as if that Unpaid Sum, had during the period of non-payment, constituted a Loan under Senior Term Facility B for successive Interest Periods, each of a duration selected by the Facility Agent. For this purpose, the Facility Agent may - 10.2.1.1 select successive Interest Periods of any duration of up to three months; and 10.2.1.2 determine the appropriate Quotation Day for that Interest Period. 10.2.2 If any Unpaid Sum consists of all or part of a Senior Term Facility B Loan which became due on a day which was not the last day of an Interest Period relating to that Senior Term Facility B Loan, the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the current Interest Period relating to that Senior Term Facility B Loan. 11 10.3 No overrunning the Final Maturity Date If an Interest Period for a Senior Term Facility B Loan would otherwise extend beyond the Final Maturity Date, it will be shortened so that it ends on the Final Maturity Date. This clause [10.3](#a1747) ( [No overrunning the Final Maturity Date](#a1747) [)](#a1747) does not apply to Interest Periods selected under clause [10.2](#a1691) ( [Interest Periods for Unpaid Sums](#a1691) [)](#a1691) above in respect of Unpaid Sums which remain outstanding on the Final Maturity Date. 10.4 Non-Business Days If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not). 11 DEFAULT If an Event of Default occurs, and for so long as it is continuing, the Facility Agent may enforce any of the rights and remedies provided for in clause 24.17 ( Acceleration ) of the Common Terms Agreement. 12 NOTICES AND DOMICILIUM 12.1 The Parties select as their respective domicilia citandi et executandi the physical addresses contemplated in clause 34.2 ( Addresses ) of the Common Terms Agreement, and for the purposes of giving or sending any notice provided for or required under this Agreement, the said physical addresses as well as the email addresses contained therein. 12.2 The provisions of clause 34 ( Notices ) of the Common Terms Agreement are incorporated by reference herein, mutatis mutandis , as if repeated herein in full in this Agreement on the basis that references therein to - 12.2.1 Finance Documents and/or the Common Terms Agreement shall be construed as references to this Agreement; and 12.2.2 Parties shall be construed as references to the Parties to this Agreement. 12 13 GENERAL 13.1 Further Assurances The Term/RCF Borrower must perform, or procure the performance, of all further things, and execute and deliver (or procure the execution and delivery) of all further documents, as may be required by any applicable law or regulation or as may be necessary or desirable to implement or give effect to this Agreement and the transactions contemplated therein. 13.2 Sole Agreement 13.2.1 This Agreement constitutes the sole record of the agreement between the Parties in regard to the subject matter hereof. 13.2.2 This Agreement supersedes and replaces any and all agreements between the Parties (and other persons, as may be applicable) and undertakings given to or on behalf of the Parties (and other persons, as may be applicable) in relation to the subject matter hereof. 13.3 No implied terms No Party shall be bound by any express or implied term, representation, warranty, promise or the like, not recorded in this Agreement. 13.4 Variations to be in Writing No addition to or variation, deletion, or agreed cancellation of all or any clauses or provisions of this Agreement will be of any force or effect unless in writing and signed by the Parties. 13.5 Costs and Expenses The Term/RCF Borrower shall pay to the Facility Agent (for the account of the relevant Finance Party) the amount of all costs and expenses (including legal fees on the scale as between attorney and own client, whether incurred before or after judgment) incurred by any Finance Party in connection with the enforcement of, or the preservation of any rights under, this Agreement. 13 13.6 Partial Invalidity If, at any time, any provision of this Agreement is or becomes illegal, invalid, unenforceable or inoperable in any respect under any law of any jurisdiction, neither the legality, validity, enforceability or operation of the remaining provisions nor the legality, validity, enforceability or operation of such provision under the law of any other jurisdiction will in any way be affected or impaired. The term inoperable in this clause [13.6](#a1939) ( [Partial](#a1939) [Invalidity](#a1939) ) shall include, without limitation, inoperable by way of suspension or cancellation. 13.7 Rights and remedies 13.7.1 No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies of the Finance Parties under this Agreement - 13.7.1.1 are cumulative and not exclusive of its rights under the general law; 13.7.1.2 may be exercised as often as the Finance Party requires; and 13.7.1.3 may be waived only in writing and specifically. 13.7.2 Delay in the exercise or non-exercise of any right is not a waiver of that right. 13.8 Extensions and waivers No latitude, extension of time or other indulgence which may be given or allowed by any Party to any other Party in respect of the performance of any obligation or enforcement of any right under this Agreement, and no single or partial exercise of any right by any Party, shall be construed to be an implied consent by such Party or operate as a waiver or a novation of, or otherwise affect any of that Party’s rights under or in connection with this Agreement or estop such Party from enforcing, at any time and without notice, strict and punctual compliance with each and every provision or term of this Agreement. 13.9 Renunciation of benefits The Term/RCF Borrower renounces, to the extent permitted under any applicable law, the benefits of each of the legal exceptions of excussion, division, revision of accounts, no value 14 received, errore calculi , non causa debiti , non numeratae pecuniae and cession of action, and declares that it understands the meaning of each such legal exception and the effect of such renunciation. 13.10 Independent advice The Term/RCF Borrower acknowledges that it has been free to secure independent legal and other advice as to the nature and effect of all of the provisions of this Agreement and that it has either taken such independent legal and other advice or dispensed with the necessity of doing so. Further, the Term/RCF Borrower acknowledges that all of the provisions of this Agreement and the restrictions therein contained are part of the overall intention of the Parties in connection with this Agreement. 13.11 Counterparts This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement. 14 GOVERNING LAW This Agreement and any non-contractual obligations arising out of or in connection with it are governed by South African law. 15 JURISDICTION 15.1 The Parties hereby irrevocably and unconditionally consent to the non-exclusive jurisdiction of the High Court of South Africa (Gauteng Division, Johannesburg) (or any successor to that division) in regard to all matters arising from this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a Dispute ). 15.2 The Parties agree that the courts of South Africa are the most appropriate and convenient court to settle Disputes. The Parties agree not to argue to the contrary and waive objection to this court on the grounds of inconvenient forum or otherwise in relation to proceedings in connection with this Agreement. 15.3 This clause [15](#a2095) ( [Jurisdiction](#a2095) [)](#a2095) is for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other court with jurisdiction. To the extent allowed by law, a Finance Party may take concurrent proceedings in any number of jurisdictions. 1 ANNEXURE A - ORIGINAL SENIOR TERM FACILITY B LENDERS Name of Original Senior Term Facility B Lenders Jurisdiction of Incorporation Registration number 1. FirstRand Bank Limited, acting through its Rand Merchant Bank division South Africa 1929/001225/06 2. Investec Bank Limited, acting through its Investment Banking Division: Corporate Solutions South Africa 1969/004763/06 1 ANNEXURE B - FORM OF UTILISATION REQUEST To: FIRSTRAND BANK LIMITED (acting through its Rand Merchant Bank division) (as Facility Agent) From: LESAKA TECHNOLOGIES PROPRIETARY LIMITED Date: ________________ Dear Sirs, LESAKA TECHNOLOGIES PROPRIETARY LIMITED Senior Term Facility B Agreement, dated [ - ] ( the Agreement) 1 We refer to the Agreement. This is the Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2 We wish to borrow the Senior Term Facility B Loan on the following terms: Proposed Utilisation Date: [ - ] (or, if that is not a Business Day, the next Business Day); Amount: R[ - ] or, if less, the Available Facility; Purpose: [The purpose stipulated in clause [4.1](#a911) of the Agreement.] 3 We confirm that each condition specified in clause [5.2](#a984) ( [Further conditions precedent](#a984) ) of the Agreement read together with clause 5.2 ( Further conditions precedent ) of the Common Terms Agreement is satisfied on the date of this Utilisation Request. 4 The proceeds of this Senior Term Facility B Loan must be credited to [account]. 5 This Utilisation Request is irrevocable. 2 Yours faithfully, ………………………………… authorised signatory for LESAKA TECHNOLOGIES PROPRIETARY LIMITED 1 SIGNATURE PAGES Signed at on 2025 for FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION) (as Facility Agent ) /s/ Kedy Mazibuko Signature Kedy Mazibuko Name of Signatory Authorised Designation of Signatory /s/ Eric Mphohoni Signature Eric Mphohoni Name of Signatory Authorised Signatory Designation of Signatory 2 Signed at Sandton on 27 February 2025 for FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION) (as Original Senior Term Facility B Lender ) /s/ Kedy Mazibuko Signature Kedy Mazibuko Name of Signatory Authorised Designation of Signatory /s/ Eric Mphohoni Signature Eric Mphohoni Name of Signatory Authorised Signatory Designation of Signatory 3 Signed at Sandton on 27 February 2025 for INVESTEC BANK LIMITED, ACTING THROUGH ITS INVESTMENT BANKING DIVISION: CORPORATE SOLUTIONS (as Original Senior Term Facility B Lender ) /s/ Kerry Caldwell Signature Kerry Caldwell Name of Signatory Authorised signatory Designation of Signatory /s/ Sean Rule Signature Sean Rule Name of Signatory Authorised signatory Designation of Signatory 4 Signed at CAPE TOWN on 27 February 2025 for LESAKA TECHNOLOGIES PROPRIETARY LIMITED (as Term/RCF Borrower ) /s/ Naeem Ebrahim Kola Signature Naeem Ebrahim Kola Name of Signatory GCOO Designation of Signatory --- ## EX-10.49 SEC source: [ex1049.htm](https://www.sec.gov/Archives/edgar/data/1041514/000156276225000106/ex1049.htm) 1 SENIOR RCF AGREEMENT for LESAKA TECHNOLOGIES PROPRIETARY LIMITED (as Term/RCF Borrower ) provided by THE PARTIES LISTED IN [ANNEXURE A](#a2008) (as Original Senior RCF Lenders ) with FIRSTRAND BANK LIMITED (acting through its Rand Merchant Bank division) (as Facility Agent ) This Agreement is entered into subject to the terms of a Common Terms Agreement dated on or about the date of this Agreement Exhibit 10.49 i TABLE OF CONTENTS [1](#a249) [PARTIES](#a249) [................................ ................................ ................................ ...................... 1](#a249) [2](#a307) [INTERPRETATION](#a307) [................................ ................................ ................................ ..... 1](#a307) [3](#a829) [THE FACILITY](#a829) [................................ ................................ ................................ ............ 5](#a829) [4](#a859) [PURPOSE](#a859) [................................ ................................ ................................ ..................... 5](#a859) [5](#a887) [CONDITIONS OF UTILISATION](#a887) [................................ ................................ ................ 5](#a887) [6](#a954) [UTILISATION AND DISBURSEMENT](#a954) [................................ ................................ ........ 6](#a954) [7](#a1206) [REPAYMENT](#a1206) [................................ ................................ ................................ ............... 7](#a1206) [8](#a1254) [PREPAYMENT AND CANCELLATION](#a1254) [................................ ................................ ...... 8](#a1254) [9](#a1367) [INTEREST](#a1367) [................................ ................................ ................................ ................... 8](#a1367) [10](#a1477) [INTEREST PERIODS](#a1477) [................................ ................................ ................................ ... 9](#a1477) [11](#a1636) [DEFAULT](#a1636) [................................ ................................ ................................ .................. 10](#a1636) [12](#a1655) [NOTICES AND DOMICILIUM](#a1655) [................................ ................................ .................. 11](#a1655) [13](#a1698) [GENERAL](#a1698) [................................ ................................ ................................ .................. 11](#a1698) [14](#a1935) [GOVERNING LAW](#a1935) [................................ ................................ ................................ .... 13](#a1935) [15](#a1948) [JURISDICTION](#a1948) [................................ ................................ ................................ .......... 14](#a1948) ANNEXURES [ANNEXURE](#a2008) [A](#a2008) [- ORIGINAL SENIOR RCF LENDERS](#a2008) [ANNEXURE B](#a2052) [- FORM OF UTILISATION REQUEST](#a2052) 1 1 PARTIES 1.1 The Parties to this Agreement are – 1.1.1 Lesaka Technologies Proprietary Limited, registration number 2002/031446/07, as borrower (the Term/RCF Borrower ); 1.1.2 the parties listed in [Annexure A](#a2008) (the Original Senior RCF Lenders ); and 1.1.3 FirstRand Bank Limited (acting through its Rand Merchant Bank division) as agent of the Senior RCF Lenders (the Facility Agent ). 1.2 The Parties agree as set out below. 2 INTERPRETATION 2.1 Definitions In this Agreement, unless the context indicates a contrary intention, the following words and expressions bear the meanings assigned to them and cognate expressions bear corresponding meanings – 2.1.1 Applicable Margin means, in relation to any Senior RCF Loan or an Unpaid Sum - 2.1.1.1 in relation to the Senior RCF Loan for the first Interest Period, 3.25%; and 2.1.1.2 thereafter, in respect of each Interest Period, if the Net Debt to EBITDA Ratio in respect of the Measurement Period (the Relevant Measurement Period ) immediately preceding such Interest Period is within the range as set out in column 1 below, then the Applicable Margin for that Senior RCF Loan will be the percentage set out opposite that range in column 2 below- Net Debt to EBITDA Ratio [Column 1] Applicable Margin [Column 2] Greater than or equal to 2.5 times 3.25 percent Less than 2.5 times 2.50 percent 2 provided that - 2.1.1.2.1 any increase or decrease in the Applicable Margin for that Senior RCF Loan shall take effect on the date which is the first day of the Interest Period immediately succeeding the Interest Period in which the Compliance Certificate for the Relevant Measurement Period is delivered; and 2.1.1.2.2 if the Term/RCF Borrower fails to deliver a Compliance Certificate for the Relevant Measurement Period, the Applicable Margin for the relevant Interest Period shall be 3.25 percent plus the amount in clause [2.1.1.3;](#a445) and 2.1.1.3 with effect from the date of occurrence of an Event of Default and for so long as it is continuing, the Applicable Margin shall be the Applicable Margin as at the date of the occurrence of that Event of Default plus 2.00%; 2.1.2 Availability Period means the period from (and including) the Closing Date to (and including) the date falling 3 Months prior to the Final Maturity Date; 2.1.3 Available Commitment means the " Available Commitment " (as defined in the Common Terms Agreement) of a Senior RCF Lender in respect of the Senior RCF; 2.1.4 Available Facility means the aggregate, from time to time, of the Available Commitment of each Senior RCF Lender; 2.1.5 Break Costs means the amount (if any) determined by a Senior RCF Lender by which - 2.1.5.1 the interest (excluding the Applicable Margin) which that Senior RCF Lender should have received for the period from the date of receipt of an amount repaid or prepaid in respect of any part of its participation in a Senior RCF Loan or Unpaid Sum to the last day of the current Interest Period for that Senior RCF Loan or Unpaid Sum, if the principal amount of that Senior RCF Loan or Unpaid Sum received had been paid on the last day of that Interest Period; exceeds - 3 2.1.5.2 the amount which that Senior RCF Lender would be able to obtain by placing an amount equal to the principal amount of the Senior RCF Loan or Unpaid Sum received by it on deposit with a leading bank in the Johannesburg interbank market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period; 2.1.6 Break Gains means the amount (if any) determined by the relevant Senior RCF Lender by which the amount of interest contemplated in clause [2.1.5.2](#a533) of the definition of Break Costs exceeds that in clause [2.1.5.1](#a506) of that definition; 2.1.7 Common Terms Agreement means the written agreement entitled " Common Terms Agreement ", dated on or about the Signature Date, between, amongst others, the Term/RCF Borrower (as borrower), the Original Senior RCF Lenders (as lenders), the Facility Agent and Bowwood and Main No 408 (RF) Proprietary Limited (as debt guarantor); 2.1.8 Final Maturity Date means 28 February 2029; 2.1.9 Interest Payment Date means - 2.1.9.1 the last day of March, June, September and December in any year; and 2.1.9.2 the Final Maturity Date; 2.1.10 Interest Period means - 2.1.10.1 in relation to a Senior RCF Loan, each period determined in accordance with clause [10.1](#a1483) ( [Duration of Interest Periods](#a1483) ); and 2.1.10.2 in relation to an Unpaid Sum relating to a Senior RCF Loan, each period determined in accordance with clause [10.2](#a1513) ( [Interest Periods for Unpaid Sums](#a1513) [)](#a1513) ; 2.1.11 Party means a party to this Agreement; 2.1.12 Senior RCF means the revolving credit facility made available to the Term/RCF Borrower under this Agreement; 2.1.13 Signature Date means the date on which, once this Agreement has been signed by all the Parties, it is signed by the last Party to do so; 4 2.1.14 Total Senior RCF Commitments means the aggregate of the Senior RCF Commitments, as set out under the heading "Senior RCF Commitment" in Part II of Annexure A of the Common Terms Agreement; 2.1.15 Unpaid Sum means an " Unpaid Sum " as defined in the Common Terms Agreement in respect of the Senior RCF; and 2.1.16 Utilisation Request means a notice substantially in the form set out in [Annexure B](#a2052) ( Form of Utilisation Request ). 2.2 Construction 2.2.1 Terms and expressions defined in the Common Terms Agreement, unless expressly defined in this Agreement, have the same meaning in this Agreement. 2.2.2 The provisions of clauses 2.3 ( Construction ) and 2.4 ( Third party rights ) of the Common Terms Agreement are incorporated by reference in this Agreement mutatis mutandis on the basis that references therein to - 2.2.2.1 the Common Terms Agreement are to be construed as references to this Agreement; and 2.2.2.2 the Parties are to be construed as the Parties to this Agreement. 2.2.3 This Agreement and the rights and obligations of the Parties under this Agreement shall in all respects be subject to the terms and conditions of the Common Terms Agreement and in the event of any conflict between the provisions of this Agreement and the provisions of the Common Terms Agreement, the provisions of this Agreement shall prevail. 2.2.4 If any amount paid to a Senior RCF Lender under a Finance Document is capable of being avoided or otherwise set aside on the liquidation or administration of the payer or otherwise, then that amount will not be considered to have been irrevocably discharged for the purposes of this Agreement. 2.3 Facility Agent Unless inconsistent with the context or a contrary indication appears, references to the Facility Agent's written consent, approval of or any other similar action, decision or determination in this Agreement shall be to the Facility Agent acting on the instructions of 5 the applicable Senior RCF Lender in accordance with the terms of the applicable Finance Documents. 3 THE FACILITY 3.1 Senior RCF Subject to the terms of this Agreement and the Common Terms Agreement, the Senior RCF Lenders make available to the Term/RCF Borrower a Rand-denominated revolving credit loan facility in an aggregate amount equal to the Total Senior RCF Commitments. 3.2 Designation This Agreement is a Senior Facility Agreement and the Senior RCF Agreement. 4 PURPOSE 4.1 The Term/RCF Borrower shall apply all amounts borrowed by it under the Senior RCF only in or towards the purposes set out in clause 4.1.1.3 of the Common Terms Agreement, and for no other purpose whatsoever. 4.2 No Finance Party is bound to monitor or verify the application of any Utilisation of the Senior RCF or will be responsible for, or for the consequences of, such application. 5 CONDITIONS OF UTILISATION 5.1 Conditions precedent The Term/RCF Borrower may not deliver a Utilisation Request to the Facility Agent under the Senior RCF (and no Senior RCF Lender shall have any obligation to advance any Senior RCF Loan or to provide any other form of credit or financial accommodation under this Agreement to any person) unless the Facility Agent has issued the notice contemplated by clause 5.1 ( Initial conditions precedent ) of the Common Terms Agreement. 5.2 Further conditions precedent Subject to the Common Terms Agreement and this Agreement, a Senior RCF Lender will only be obliged to participate in a Senior RCF Loan if the requirements of clause 5.2 ( Further conditions precedent ) of the Common Terms Agreement have been met. 5.3 Maximum number of Loans 6 The Term/RCF Borrower may not deliver more than two Utilisation Requests in any calendar month. 6 UTILISATION AND DISBURSEMENT 6.1 Delivery of a Utilisation Request 6.1.1 The Term/RCF Borrower may utilise the Senior RCF during the Availability Period by delivery to the Facility Agent of a duly completed Utilisation Request. 6.1.2 Unless the Facility Agent otherwise agrees, the latest time for receipt by the Facility Agent of a Utilisation Request is 12h00 5 Business Days before the proposed Utilisation Date applicable to the relevant Senior RCF Loan. 6.1.3 Each Utilisation Request is irrevocable. 6.2 Completion of a Utilisation Request 6.2.1 A Utilisation Request will not be regarded as having been duly completed unless - 6.2.1.1 the proposed Utilisation Date is a Business Day within the Availability Period; 6.2.1.2 it identifies the purpose for which the Utilisation is to be applied; 6.2.1.3 the currency and amount of the Utilisation comply with clause [6.3](#a1054) ( [Currency](#a1054) [and amount](#a1054) ) below; and 6.2.1.4 it specifies a bank account in South Africa to which the Term/RCF Borrower requires the proceeds of the relevant Senior RCF Loan to be made to it to be credited. 6.2.2 Only one Senior RCF Loan may be requested in a Utilisation Request. 6.3 Currency and amount 6.3.1 The currency specified in the Utilisation Request must be Rand. 6.3.2 The amount of any proposed Senior RCF Loan must be a minimum of R50,000,000 (and an integral multiple of R1,000,000) or, if less, the Available Facility. 7 6.3.3 If a Utilisation Request identifies that the purpose for which the Utilisation is to be applied is the purpose contemplated in clause [4.1](#a863) then the Term/RCF Borrower must apply the proposed Senior RCF Loan for that purpose. 6.4 Disbursement 6.4.1 If the conditions set out in this Agreement and the Common Terms Agreement have been met, each Senior RCF Lender must advance and lend to the Term/RCF Borrower, which shall borrow from each such Senior RCF Lender, that Senior RCF Lender's participation in the relevant Senior RCF Loan on the relevant Utilisation Date. A Senior RCF Lender must make its participation in the relevant Senior RCF Loan available to the Facility Agent by the Utilisation Date applicable to that Senior RCF Loan for disbursement to the Term/RCF Borrower. 6.4.2 The amount of each Senior RCF Lender's participation in a Senior RCF Loan will be equal to the proportion borne by its Available Commitment (if any) to the Available Facility immediately prior to making that Senior RCF Loan. 6.4.3 The Facility Agent shall notify each Senior RCF Lender of the amount of the Senior RCF Loan and the amount of its participation in the Senior RCF Loan. 6.4.4 No Senior RCF Lender is obliged to participate in a Senior RCF Loan if, as a result - 6.4.4.1 its share in the outstanding Senior RCF Loans would exceed its Available Commitment applicable to the Senior RCF; or 6.4.4.2 the outstanding Senior RCF Loans would exceed the Available Facility. 6.5 Automatic cancellation of Commitments The Senior RCF Commitments which, at that time, are unutilised, and in respect of which no Utilisation Request has been delivered, shall be automatically cancelled at 11h00 on the last day of the Availability Period. 7 REPAYMENT 7.1 The Term/RCF Borrower shall repay each Senior RCF Loan in full in a single bullet repayment on the Final Maturity Date. 8 7.2 Any amount which remains outstanding under the Senior RCF on the Final Maturity Date shall be repaid in full on that date. 7.3 No amount of a Senior RCF Loan repaid under this Clause [7](#a1206) ( [Repayment](#a1206) [)](#a1206) on the Final Maturity Date may be re-borrowed. 8 PREPAYMENT AND CANCELLATION 8.1 Voluntary prepayment 8.1.1 The Term/RCF Borrower may make voluntary prepayments in respect of any Senior RCF Loan made to it, in whole or in part, in accordance with the requirements (and subject to the terms) of clause 8.5 ( Voluntary prepayment ) of the Common Terms Agreement. 8.1.2 Unless a contrary indication appears in this Agreement or the Common Terms Agreement, the amount of any Senior RCF Loan voluntarily prepaid under the Senior RCF pursuant to clause 8.5 ( Voluntary prepayment ) of the Common Terms Agreement may be re-borrowed on the terms of this Agreement and the Common Terms Agreement. 8.2 Mandatory prepayment and prepayment offers The Term/RCF Borrower shall be obliged to make mandatory prepayments and/or offers to make prepayments (as applicable) in respect of the Senior RCF Loans to the Senior RCF Lenders in accordance with the requirements (and subject to the terms) of clauses 8 ( Prepayment and Cancellation ), 9 ( Prepayment Offers and Priorities ) and 22.4 ( Cure Amounts - mandatory prepayment ) of the Common Terms Agreement. The amount of any Senior RCF Loan mandatorily prepaid pursuant to these requirements may not be re- borrowed on the terms of this Agreement and the Senior RCF Commitments will be automatically cancelled to the extent set out in the Common Terms Agreement. 9 INTEREST 9.1 Calculation of interest The rate of interest on each Senior RCF Loan (and any Unpaid Sum) for each relevant Interest Period is the percentage rate per annum which is the aggregate of - 9.1.1 the Applicable Margin; and 9 9.1.2 the Base Rate. 9.2 Payment of interest The Term/RCF Borrower shall pay all accrued interest on each Senior RCF Loan made to it on each Interest Payment Date, in accordance with the requirements of clause 31 ( Payment Mechanics ) of the Common Terms Agreement. 9.3 Interest on overdue amounts 9.3.1 Any interest accruing on an Unpaid Sum shall be immediately payable by the Term/RCF Borrower on demand by the Facility Agent. 9.3.2 Default interest (if unpaid) arising on any Unpaid Sum will be compounded with that Unpaid Sum on the last day of each calendar month, but will remain immediately due and payable. 9.4 Notification of rates of interest Without prejudice to the obligation of the Term/RCF Borrower to pay interest calculated at any applicable rate under this clause [9](#a1367) ( [Interest](#a1367) [)](#a1367) , the Facility Agent shall notify the Senior RCF Lenders and the Term/RCF Borrower, as soon as reasonably practicable - 9.4.1 of the determination of a rate of interest under this Agreement; and 9.4.2 when interest commences to accrue at the rate calculated by reference to the Applicable Margin specified in clause [2.1.1.3.](#a445) 10 INTEREST PERIODS 10.1 Duration of Interest Periods Each Senior RCF Loan has successive Interest Periods - 10.1.1 commencing on (and including) the Utilisation Date (in respect of the first Interest Period for that Senior RCF Loan) or commencing on (and including) an Interest Payment Date; and 10.1.2 ending on (but excluding) the next Interest Payment Date. 10.2 Interest Periods for Unpaid Sums 10 10.2.1 Interest accruing on an Unpaid Sum shall be calculated as if that Unpaid Sum, had during the period of non-payment, constituted a Loan under the Senior RCF for successive Interest Periods, each of a duration selected by the Facility Agent. For this purpose, the Facility Agent may - 10.2.1.1 select successive Interest Periods of any duration of up to three months; and 10.2.1.2 determine the appropriate Quotation Day for that Interest Period. 10.2.2 If any Unpaid Sum consists of all or part of a Senior RCF Loan which became due on a day which was not the last day of an Interest Period relating to that Senior RCF Loan, the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the current Interest Period relating to that Senior RCF Loan. 10.3 Consolidation of Loans On each Interest Payment Date, all Senior RCF Loans utilised by the Term/RCF Borrower under the Senior RCF that remain outstanding will be consolidated and treated as a single Senior RCF Loan outstanding and owing by the Term/RCF Borrower under the Senior RCF. 10.4 No overrunning the Final Maturity Date If an Interest Period for a Senior RCF Loan would otherwise extend beyond the Final Maturity Date, it will be shortened so that it ends on the Final Maturity Date. This clause [10.4](#a1586) ( [No overrunning the Final Maturity Date](#a1586) ) does not apply to Interest Periods selected under clause [10.2](#a1513) ( [Interest Periods for Unpaid Sums](#a1513) [)](#a1513) above in respect of Unpaid Sums which remain outstanding on the Final Maturity Date. 10.5 Non-Business Days If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not). 11 DEFAULT If an Event of Default occurs, and for so long as it is continuing, the Facility Agent may enforce any of the rights and remedies provided for in clause 24.17 ( Acceleration ) of the Common Terms Agreement. 11 12 NOTICES AND DOMICILIUM 12.1 The Parties select as their respective domicilia citandi et executandi the physical addresses contemplated in clause 34.2 ( Addresses ) of the Common Terms Agreement, and for the purposes of giving or sending any notice provided for or required under this Agreement, the said physical addresses as well as the email addresses contained therein. 12.2 The provisions of clause 34 ( Notices ) of the Common Terms Agreement are incorporated by reference herein, mutatis mutandis , as if repeated herein in full in this Agreement on the basis that references therein to - 12.2.1 Finance Documents and/or the Common Terms Agreement shall be construed as references to this Agreement; and 12.2.2 Parties shall be construed as references to the Parties to this Agreement. 13 GENERAL 13.1 Further Assurances The Term/RCF Borrower must perform, or procure the performance, of all further things, and execute and deliver (or procure the execution and delivery) of all further documents, as may be required by any applicable law or regulation or as may be necessary or desirable to implement or give effect to this Agreement and the transactions contemplated therein. 13.2 Sole Agreement 13.2.1 This Agreement constitutes the sole record of the agreement between the Parties in regard to the subject matter hereof. 13.2.2 This Agreement supersedes and replaces any and all agreements between the Parties (and other persons, as may be applicable) and undertakings given to or on behalf of the Parties (and other persons, as may be applicable) in relation to the subject matter hereof. 13.3 No implied terms No Party shall be bound by any express or implied term, representation, warranty, promise or the like, not recorded in this Agreement. 12 13.4 Variations to be in Writing No addition to or variation, deletion, or agreed cancellation of all or any clauses or provisions of this Agreement will be of any force or effect unless in writing and signed by the Parties. 13.5 Costs and Expenses The Term/RCF Borrower shall pay to the Facility Agent (for the account of the relevant Finance Party) the amount of all costs and expenses (including legal fees on the scale as between attorney and own client, whether incurred before or after judgment) incurred by any Finance Party in connection with the enforcement of, or the preservation of any rights under, this Agreement. 13.6 Partial Invalidity If, at any time, any provision of this Agreement is or becomes illegal, invalid, unenforceable or inoperable in any respect under any law of any jurisdiction, neither the legality, validity, enforceability or operation of the remaining provisions nor the legality, validity, enforceability or operation of such provision under the law of any other jurisdiction will in any way be affected or impaired. The term inoperable in this clause [13.6](#a1791) ( [Partial](#a1791) [Invalidity](#a1791) ) shall include, without limitation, inoperable by way of suspension or cancellation. 13.7 Rights and remedies 13.7.1 No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies of the Finance Parties under this Agreement - 13.7.1.1 are cumulative and not exclusive of its rights under the general law; 13.7.1.2 may be exercised as often as the Finance Party requires; and 13.7.1.3 may be waived only in writing and specifically. 13.7.2 Delay in the exercise or non-exercise of any right is not a waiver of that right. 13 13.8 Extensions and waivers No latitude, extension of time or other indulgence which may be given or allowed by any Party to any other Party in respect of the performance of any obligation or enforcement of any right under this Agreement, and no single or partial exercise of any right by any Party, shall be construed to be an implied consent by such Party or operate as a waiver or a novation of, or otherwise affect any of that Party’s rights under or in connection with this Agreement or estop such Party from enforcing, at any time and without notice, strict and punctual compliance with each and every provision or term of this Agreement. 13.9 Renunciation of benefits The Term/RCF Borrower renounces, to the extent permitted under any applicable law, the benefits of each of the legal exceptions of excussion, division, revision of accounts, no value received, errore calculi , non causa debiti , non numeratae pecuniae and cession of action, and declares that it understands the meaning of each such legal exception and the effect of such renunciation. 13.10 Independent advice The Term/RCF Borrower acknowledges that it has been free to secure independent legal and other advice as to the nature and effect of all of the provisions of this Agreement and that it has either taken such independent legal and other advice or dispensed with the necessity of doing so. Further, the Term/RCF Borrower acknowledges that all of the provisions of this Agreement and the restrictions therein contained are part of the overall intention of the Parties in connection with this Agreement. 13.11 Counterparts This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement. 14 GOVERNING LAW This Agreement and any non-contractual obligations arising out of or in connection with it are governed by South African law. 14 15 JURISDICTION 15.1 The Parties hereby irrevocably and unconditionally consent to the non-exclusive jurisdiction of the High Court of South Africa (Gauteng Division, Johannesburg) (or any successor to that division) in regard to all matters arising from this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a Dispute ). 15.2 The Parties agree that the courts of South Africa are the most appropriate and convenient court to settle Disputes. The Parties agree not to argue to the contrary and waive objection to this court on the grounds of inconvenient forum or otherwise in relation to proceedings in connection with this Agreement. 15.3 This clause [15](#a1948) ( [Jurisdiction](#a1948) [)](#a1948) is for the benefit of the Finance Parties only. As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other court with jurisdiction. To the extent allowed by law, a Finance Party may take concurrent proceedings in any number of jurisdictions. 1 ANNEXURE A - ORIGINAL SENIOR RCF LENDERS Name of Original Senior RCF Lenders Jurisdiction of Incorporation Registration number 1. FirstRand Bank Limited, acting through its Rand Merchant Bank division South Africa 1929/001225/06 2. Investec Bank Limited, acting through its Investment Banking Division: Corporate Solutions South Africa 1969/004763/06 1 ANNEXURE B - FORM OF UTILISATION REQUEST To: FIRSTRAND BANK LIMITED (acting through its Rand Merchant Bank division) as Facility Agent From: LESAKA TECHNOLOGIES PROPRIETARY LIMITED Date: Dear Sirs, LESAKA TECHNOLOGIES PROPRIETARY LIMITED Senior RCF Agreement, dated [ - ] (the Agreement) 1 We refer to the Agreement. This is the Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request. 2 We wish to borrow a Senior RCF Loan on the following terms: Proposed Utilisation Date: [ - ] (or, if that is not a Business Day, the next Business Day) Amount: R[ - ] or, if less, the Available Facility Purpose [The purpose stipulated in clause [4.1](#a863) of the Agreement]/[A permitted purpose other than the purpose stipulated in clause [4.1](#a863) of the Agreement]. 3 We confirm that each condition specified in clause [5.2](#a918) ( [Further conditions precedent)](#a918) of the Agreement read together with clause [5.2 ( Further conditions precedent )] of the Common Terms Agreement is satisfied on the date of this Utilisation Request. 4 The proceeds of this Senior RCF Loan must be credited to [ account ]. 5 This Utilisation Request is irrevocable. Yours faithfully, ………………………………… authorised signatory for: LESAKA TECHNOLOGIES PROPRIETARY LIMITED 2 SIGNATURE PAGES Signed at Sandton on 27 February 2025 for FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION) (as Facility Agent ) /s/ Kedy Mazibuko Signature Kedy Mazibuko Name of Signatory Authorised Designation of Signatory /s/ Eric Mphohoni Signature Eric Mphohoni Name of Signatory Authorised Signatory Designation of Signatory 3 Signed at Sandton on 27 February 2025 for FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION) (as Original Senior RCF Lender ) /s/ Kedy Mazibuko Signature Kedy Mazibuko Name of Signatory Authorised Designation of Signatory /s/ Eric Mphohoni Signature Eric Mphohoni Name of Signatory Authorised Signatory Designation of Signatory 4 Signed at Sandon on 27 February 2025 for INVESTEC BANK LIMITED, ACTING THROUGH ITS INVESTMENT BANKING DIVISION: CORPORATE SOLUTIONS (as Original Senior RCF Lender ) /s/ Kerry Caldwell Signature Kerry Caldwell Name of Signatory Authorised signatory Designation of Signatory /s/ Sean Rule Signature Sean Rule Name of Signatory Authorised signatory Designation of Signatory 5 Signed at CAPE TOWN on 27 February 2025 for LESAKA TECHNOLOGIES PROPRIETARY LIMITED (as Term/RCF Borrower ) /s/ Naeem Ebrahim Kola Signature Naeem Ebrahim Kola Name of Signatory GCOO Designation of Signatory --- ## EX-10.50 SEC source: [ex1050.htm](https://www.sec.gov/Archives/edgar/data/1041514/000156276225000106/ex1050.htm) 1 PLEDGE AND CESSION IN SECURITY AGREEMENT between LESAKA TECHNOLOGIES, INC. (as Cedent) and LESAKA APPLIED TECHNOLOGIES PROPRIETARY LIMITED ( as obligors' agent and Term/RCF Borrower) and BOWWOOD AND MAIN NO 408 (RF) PROPRIETARY LIMITED (as Debt Guarantor) and FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION) (as Facility Agent) Exhibit 10.50 i TABLE OF CONTENTS [1](#a319) [PARTIES](#a319) [................................ ................................ ................................ ...................... 1](#a319) [2](#a367) [INTERPRETATION](#a367) [................................ ................................ ................................ ..... 1](#a367) [3](#a954) [BACKGROUND](#a954) [................................ ................................ ................................ ........... 5](#a954) [4](#a979) [PLEDGE AND CESSION IN SECURITY](#a979) [................................ ................................ ...... 5](#a979) [5](#a1147) [DURATION](#a1147) [................................ ................................ ................................ .................. 6](#a1147) [6](#a1197) [REPRESENTATIONS](#a1197) [................................ ................................ ................................ ... 7](#a1197) [7](#a1693) [UNDERTAKINGS BY THE CEDENT](#a1693) [................................ ................................ ......... 10](#a1693) [8](#a1908) [PERFECTION AND DELIVERY OF DOCUMENTS](#a1908) [................................ ................... 12](#a1908) [9](#a2178) [CONSENT AND ACKNOWLEDGEMENT OF SECURITY](#a2178) [................................ ........ 13](#a2178) [10](#a2337) [RIGHTS OF THE CEDENT BEFORE AN EVENT OF DEFAULT](#a2337) [.............................. 14](#a2337) [11](#a2508) [ENFORCEMENT](#a2508) [................................ ................................ ................................ ....... 15](#a2508) [12](#a2864) [APPROPRIATION OF PROCEEDS](#a2864) [................................ ................................ ............ 18](#a2864) [13](#a2888) [POWER OF ATTORNEY](#a2888) [................................ ................................ ........................... 19](#a2888) [14](#a2974) [ADDITIONAL RIGHTS](#a2974) [................................ ................................ .............................. 19](#a2974) [15](#a3011) [CEDENT BOUND NOTWITHSTANDING CERTAIN CIRCUMSTANCES](#a3011) [................. 20](#a3011) [16](#a3163) [KEEPING, INSPECTION AND DELIVERY OF RECORDS](#a3163) [................................ ....... 20](#a3163) [17](#a3223) [EXEMPTION FROM LIABILITY](#a3223) [................................ ................................ .............. 21](#a3223) [18](#a3258) [CHANGES TO THE PARTIES](#a3258) [................................ ................................ ................... 21](#a3258) [19](#a3369) [NOTICES](#a3369) [................................ ................................ ................................ ................... 22](#a3369) [20](#a3427) [GENERAL](#a3427) [................................ ................................ ................................ .................. 22](#a3427) [21](#a3801) [GOVERNING LAW](#a3801) [................................ ................................ ................................ .... 26](#a3801) [22](#a3814) [JURISDICTION](#a3814) [................................ ................................ ................................ .......... 26](#a3814) ANNEXURES [ANNEXURE](#a3891) [A](#a3891) [- FORM OF RESOLUTION](#a3891) [ANNEXURE B](#a4036) [- NOTICE TO BANK](#a4036) 1 1 PARTIES 1.1 The Parties to this Agreement are - 1.1.1 Lesaka Technologies, Inc. (as Cedent); 1.1.2 Lesaka Technologies Proprietary Limited (as obligors' agent and Term/RCF Borrower); 1.1.3 Bowwood and Main No 408 (RF) Proprietary Limited (as Debt Guarantor); and 1.1.4 FirstRand Bank Limited (acting through its Rand Merchant Bank division) (as Facility Agent). 1.2 The Parties agree as set out below. 2 INTERPRETATION 2.1 Definitions In this Agreement, unless the context indicates a contrary intention, terms and expressions defined in the Common Terms Agreement have the same meaning and the following words and expressions bear the meanings assigned to them and cognate expressions bear corresponding meanings - 2.1.1 Agreement means this pledge and cession in security agreement, including all annexures hereto; 2.1.2 Cedent means Lesaka Technologies, Inc, a corporation duly incorporated in accordance with the laws of State of Florida, United States; 2.1.3 Common Terms Agreement means the written common terms agreement concluded or to be concluded on or about the Signature Date between, inter alios , the Term/RCF Borrower, the Cedent (as Holdco), RMB and the Debt Guarantor; 2.1.4 Counter-indemnity Agreement means the written counter-indemnity agreement concluded or to be concluded on or about the Signature Date between, inter alios , certain of the Original Obligors (as original indemnifiers), the Facility Agent and the Debt Guarantor in terms of which, inter alia , the Indemnifiers (as defined therein) give a counter-indemnity on a joint and several basis in favour of the Debt Guarantor; 2 2.1.5 Debt Guarantor means Bowwood and Main No 408 (RF) Proprietary Limited, registration number 2024/200503/07, a private company with limited liability duly incorporated in accordance with the laws of South Africa; 2.1.6 Effective Date has the meaning given to the term " Release Date and Time " in the Lesaka Release Agreement; 2.1.7 Facility Agent means RMB, acting in its capacity as agent for the Finance Parties, or any replacement facility agent which has become a party to the Common Terms Agreement as the Facility Agent in accordance with the terms of the Common Terms Agreement; 2.1.8 Party means a party to this Agreement; 2.1.9 Related Rights means in relation to the Secured Property (other than the Related Rights) – 2.1.9.1 any monies and proceeds (including dividends and the proceeds of a disposal or other realisation) accrued or receivable in respect of all or part thereof; 2.1.9.2 all rights and benefits in respect of any agreement for the disposal or other realisation thereof; 2.1.9.3 all contracts, warranties, remedies, Security, indemnities and other undertakings in respect thereof; and 2.1.9.4 any of the reversionary interests referred to in clause [6.9.4;](#a1574) 2.1.10 RMB means FirstRand Bank Limited, registration number 1929/001225/06, a limited liability public company duly incorporated in South Africa, acting through its Rand Merchant Bank division; 2.1.11 Secured Account means the following bank account held by the Cedent with FirstRand Bank Limited and all amounts standing to the credit of that ring-fenced bank account from time to time - Account Name Lesaka Technologies Inc-XXX 3 Bank Rand Merchant Bank, a division of FirstRand Bank Limited Account Number XXX Branch Code XXX 2.1.12 Secured Obligations means all present and future obligations and indebtedness of whatsoever nature which an Obligor may now or at any time hereafter owe or have towards the Finance Parties under or in connection with the Finance Documents (including the Counter-indemnity Agreement) whether present or future, matured or not matured, liquidated or not liquidated, incurred solely or jointly or severally and as principal or surety or in any other capacity, including any claim for damages or restitution and any claim as a result of any recovery by an Obligor (or any business rescue practitioner, liquidator or trustee, as the case may be, of an Obligor) of a payment or discharge on the grounds of preference, and any amounts which would be included in any of the above but for any discharge, non-provability or unenforceability of those amounts in any insolvency or other proceedings; 2.1.13 Secured Property means all of the Cedent's rights, title and interests in and to - 2.1.13.1 the Secured Account; 2.1.13.2 the Shareholder & Group Claims; 2.1.13.3 the Shares; and 2.1.13.4 the Related Rights, of whatsoever nature and howsoever arising (whether actual, prospective or contingent, direct or indirect, arising under common law or statute, whether a claim for the payment of money or the performance of another obligation and whether or not those rights and interests were within the contemplation of the Parties at the Signature Date, the Effective Date or otherwise) and, in each case, any property forming part thereof; 4 2.1.14 Shareholder & Group Claims means all of the Cedent's current and future claims of whatsoever nature against the Term/RCF Borrower, whether in the form of shareholder loans, other intercompany loans, any other form of credit provided or otherwise, together with the benefit of any Security given to the Cedent in respect of those claims excluding any present or future loans created pursuant to the Permitted Cash Management Arrangement; 2.1.15 Shares means all of the shares and securities in the Term/RCF Borrower which the Cedent is or becomes the owner of from time to time or which may be issued, transferred, reinstated to or otherwise acquired by it in future, including the following – 2.1.15.1 all the shares of any class in the share capital of the Term/RCF Borrower; 2.1.15.2 all other securities in the capital of the Term/RCF Borrower (including any capitalisation shares or bonus shares issued in respect of the shares referred to in clause [2.1.15.1](#a819) above); and 2.1.15.3 any securities issued in substitution or exchange for the securities in clauses [2.1.15.1](#a819) and [2.1.15.2](#a825) above, including all dividends (whether paid or unpaid), rights to dividends and voting rights in relation to those shares and securities; 2.1.16 Signature Date means the date of signature of this Agreement by the Party last signing; and 2.1.17 Term/RCF Borrower means Lesaka Applied Technologies Proprietary Limited, registration number 2002/031446/07, a private company with limited liability duly incorporated in accordance with the laws of South Africa. 2.2 Construction 2.2.1 Clauses 2.3 ( Construction ) and clause 2.4 ( Third party rights ) of the Common Terms Agreement are incorporated by reference in this Agreement mutatis mutandis on the basis that references therein to - 2.2.1.1 the Common Terms Agreement are to be construed as references to this Agreement; and 5 2.2.1.2 Parties are to be construed as the Parties to this Agreement. 2.2.2 This Agreement and the rights and obligations of the Parties under this Agreement shall in all respects be subject to the terms and conditions of the Common Terms Agreement and in the event of any conflict between the provisions of this Agreement and the provisions of the Common Terms Agreement, the provisions of this Agreement shall prevail. 2.2.3 If any amount paid to a Finance Party under a Finance Document is capable of being avoided or otherwise set aside on the liquidation or administration of the payer or otherwise, then that amount will not be considered to have been irrevocably discharged for the purposes of this Agreement. 2.3 Facility Agent Unless inconsistent with the context or a contrary indication appears, references to the Facility Agent's written consent, election approval of or any other similar action, decision or determination in this Agreement shall be to the Facility Agent acting on the instructions of the applicable Finance Parties in accordance with the terms of the applicable Finance Documents. 3 BACKGROUND As Security for the due and punctual payment and performance of the Secured Obligations, the Cedent has agreed to pledge the Shares and to cede in securitatem debiti all the Secured Property to the Debt Guarantor, on the terms set out in this Agreement. It is recorded that the Term/RCF Borrower is a Party to this Agreement as obligors' agent. 4 PLEDGE AND CESSION IN SECURITY 4.1 Pledge and cession in security 4.1.1 With effect from the Effective Date, the Cedent hereby irrevocably and unconditionally pledges to the Debt Guarantor all the Shares and cedes in securitatem debiti to the Debt Guarantor all the Secured Property, as continuing general covering collateral security for the due, proper and punctual payment and performance in full of all the Secured Obligations, on the terms set out in this Agreement, which pledge and cession in securitatem debiti the Debt Guarantor accepts. 6 4.1.2 The pledge and cession in securitatem debiti (as applicable) contemplated in clause [4.1.1](#a989) constitutes first ranking Security in favour of the Debt Guarantor in that it ranks in preference and prior to any other current or future Security. 4.2 Nature of pledge and cession 4.2.1 The pledge and cession in securitatem debiti contemplated by this Agreement is intended to operate as a pledge and a cession in securitatem debiti of each part and all of the Shares and the other Secured Property, individually and collectively. 4.2.2 If, for any reason, any Security intended to be created under this Agreement is or becomes illegal, invalid or unenforceable in respect of some of the Shares or some of the Secured Property, the pledge of those Shares and the cession in securitatem debiti of that Secured Property shall be severed from this Agreement and this Agreement and all the Security created over the remainder of the Secured Property shall continue in full force and effect. 4.2.3 The cession in securitatem debiti contemplated by this Agreement operates as a security cession and not as an outright cession and the Cedent retains bare ownership of its Secured Property, subject to the rights of the Debt Guarantor as secured creditor. 4.3 Cedent remains liable to perform obligations Notwithstanding any other provision of a Finance Document, the Cedent shall remain liable to perform all its duties and obligations, whether contractual or otherwise, in respect of the Shares and Secured Property and nothing in this Agreement or the exercise by a Finance Party of any right under a Finance Document shall constitute or be deemed to constitute a delegation to or acceptance by a Finance Party of any obligation of the Cedent or any other person. 5 DURATION 5.1 This Agreement comes into full force and effect on the Signature Date, and will not terminate before the Final Discharge Date. 5.2 In relation to the Cedent, the Security created by this Agreement - 5.2.1 comes into full force and effect on the Effective Date without any further action, consent or authority required from any person; 7 5.2.2 unless expressly otherwise agreed by the Facility Agent, shall not terminate before the Final Discharge Date; and 5.2.3 shall remain of full force and effect, notwithstanding any intermediate discharge or settlement of, or temporary fluctuation in, the Secured Obligations. 6 REPRESENTATIONS 6.1 The Cedent and the Term/RCF Borrower make - 6.1.1 the representations and warranties set out in this clause [6](#a1197) ( [Representations](#a1197) [)](#a1197) (other than the representations and warranties set out in clauses [6.9.4,](#a1574) [6.9.5](#a1612) and [6.9.6](#a1630) ) as at the Signature Date; and 6.1.2 the representations and warranties set out in clauses [6.9.4](#a1574) , [6.9.5](#a1612) and [6.9.6](#a1630) as at the Effective Date. 6.2 The Finance Parties enter into the Finance Documents on the strength of and relying on the representations and warranties set out in this clause [6](#a1197) , each of which is a separate representation and warranty, given without prejudice to any other representation or warranty and is deemed to be a material representation or warranty (as applicable) inducing the Finance Parties to enter into the Finance Documents. 6.3 Status 6.3.1 In relation to the Cedent, it is a corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation. 6.3.2 In relation to the Term/RCF Borrower, it is a limited liability company, duly incorporated and validly existing under the law of its jurisdiction of incorporation. 6.3.3 It has the power to own its assets and carry on its business as it is being conducted. 6.4 Capacity, powers and authority 6.4.1 It has the legal capacity and power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, this Agreement and the transactions contemplated by this Agreement. 6.4.2 No limit on its powers will be exceeded as a result of the granting of the Transaction Security or giving of indemnities contemplated by this Agreement. 8 6.5 Binding obligations 6.5.1 The obligations expressed to be assumed by it in this Agreement are legal, valid, binding and enforceable obligations. 6.5.2 This Agreement is in the proper form for its enforcement in the jurisdiction of its incorporation. 6.5.3 Without limiting the generality of clause [6.5.1](#a1333) above, this Agreement creates the Security which this Agreement purports to create and those security interests are valid and effective. 6.6 Non-conflict with other obligations The entry into and performance by it of, and the transactions contemplated by, this Agreement and the establishment of Security, do not and will not - 6.6.1 conflict with - 6.6.1.1 any law or regulation applicable to it; 6.6.1.2 its or the constitutional documents of the Term/RCF Borrower; or 6.6.1.3 any agreement or instrument which is binding upon it or the Term/RCF Borrower or constitute a default or termination event (however described) under any such agreement or instrument; and/or 6.6.2 cause any negative pledge or other restriction imposed on it to be exceeded or breached. 6.7 Authorisations 6.7.1 All authorisations - 6.7.1.1 to enable it to lawfully to enter into, exercise its rights and comply with its obligations under this Agreement; and 6.7.1.2 to make this Agreement admissible in evidence in South Africa, have been obtained or effected and are in full force and effect. 9 6.7.2 If it is required to give notice to or obtain consents or waivers from any person to pledge the Shares and cede the Secured Property under this Agreement, all such notices have been given and consents or waivers obtained before the Signature Date. 6.8 Governing Law and enforcement 6.8.1 The choice of the law stated to be the governing law of this Agreement will be recognised and enforced in South Africa. 6.8.2 Any judgment obtained in relation to this Agreement in the jurisdiction of the stated governing law of this Agreement will be recognised and enforced in South Africa. 6.9 Shares and Secured Property 6.9.1 The Shares are and shall remain fully paid up and have been validly allotted and issued or transferred to it in compliance with all applicable laws and regulations. 6.9.2 The Cedent is reflected as the holder of the Shares in respect of which it purports to grant Security under this Agreement in the securities register of the Term/RCF Borrower. 6.9.3 The Cedent is the sole legal and beneficial owner of the Secured Property over which it purports to grant Security under this Agreement to the exclusion of all others. 6.9.4 No part of the Secured Property has been pledged, ceded (either outright or as security), discounted, factored, mortgaged under notarial bond or otherwise, or otherwise disposed of or hypothecated, nor is it subject to any other right or claim in favour of any person (including any rights of pre-emption) which would apply on enforcement by the Debt Guarantor of its rights under this Agreement. If any Secured Property is subject to any Security in breach of this representation and warranty then, without prejudice to any other rights that the Debt Guarantor may have, any reversionary or other interests the Cedent may have in the said Secured Property are also ceded in securitatem debiti to the Debt Guarantor. 6.9.5 The Secured Property is not subject to any right of retention or other limitation or encumbrance, other than contemplated in this Agreement, and may be pledged and/or ceded in securitatem debiti by the Cedent in terms hereof without any limitation. 10 6.9.6 No person has an option or right of refusal over the Secured Property or any part thereof which would apply on enforcement by the Debt Guarantor of its rights under this Agreement. 6.9.7 No right of pre-emption or option exists or, if such right or option exists, it has been or will, in all other instances (for so long as the Shares are pledged and Secured Property is ceded in securitatem debiti in terms hereof) be unconditionally and unequivocally waived by the relevant holders thereof to the satisfaction of the Facility Agent. 6.10 Repetition The representations and warranties set out in this clause [6](#a1197) ( [Representations](#a1197) [)](#a1197) made by the Cedent are deemed to be repeated by reference to the facts and circumstances then existing on the date of each Utilisation Request, the date of each Utilisation and on the first day of each Interest Period until the Final Discharge Date. 7 UNDERTAKINGS BY THE CEDENT 7.1 General The Cedent is bound by the undertakings set out in this clause [7](#a1693) ( [Undertakings by the](#a1693) [Cedent](#a1693) [)](#a1693) relating to it. The undertakings in this clause [7](#a1693) ( [Undertakings by the Cedent](#a1693) [)](#a1693) remain in force from the Effective Date until the Final Discharge Date. 7.2 Negative pledge The Cedent – 7.2.1 shall not - 7.2.1.1 grant any further Security over any Secured Property; or 7.2.1.2 enter into a single transaction or a series of transactions (whether related or not and whether voluntary or involuntary) to sell, lease, licence, transfer or otherwise dispose of any Secured Property, without the prior written consent of the Debt Guarantor; and 7.2.2 must at all times keep its Secured Property free of judicial attachments and other Security. 11 7.3 Preservation of Secured Property 7.3.1 The Cedent shall – 7.3.1.1 do no wilful act or suffer any wilful omission, and will not wilfully permit any other person to do any act or suffer any omission, which is intended to have the effect of diminishing or adversely affecting the rights of the Debt Guarantor hereunder or the value or effectiveness of the Security conferred by this Agreement; 7.3.1.2 not permit any depreciation of the value of, or a variation of rights relating to, the Secured Property or any of them to occur without the prior written consent of the Debt Guarantor; 7.3.1.3 not to take or omit to take any action which could reasonably be expected to adversely affect the rights of the Debt Guarantor under this Agreement or the effectiveness of the Security created by this Agreement; 7.3.1.4 take all appropriate steps required from time to time for the care, preservation and protection of the Secured Property and the rights of the Debt Guarantor under this Agreement; and 7.3.1.5 timeously comply in full with all its obligations in respect of the Secured Property, from time to time. 7.3.2 The Cedent waives for the benefit of the Debt Guarantor any and all rights it may have in respect of the Secured Property which conflict with or may restrict the rights of the Debt Guarantor under this Agreement. 7.4 Amendments The Cedent undertakes that it shall not allow the amendment of the Term/RCF Borrower's memorandum of incorporation, other than as permitted in the Finance Documents. 7.5 Shares The Cedent shall not allow any alteration to the authorised or issued share capital (including the issue of any new shares) of the Term/RCF Borrower other than the issue of any new shares that are subject to Security in terms of this Agreement and that constitutes a Permitted Share Issue. 12 8 PERFECTION AND DELIVERY OF DOCUMENTS 8.1 General The documents set out in clauses [8.2](#a1967) ( [Shares and Shareholder & Group Claims](#a1967) [)](#a1967) and [8.3](#a2033) ( [Secured Account](#a2033) [)](#a2033) must be delivered to the Facility Agent as follows – 8.1.1 in respect of any Shares and Secured Property held as at the Effective Date, by no later than the Effective Date; and 8.1.2 in respect of any Shares and Secured Property acquired after the Effective Date or otherwise arising before the Final Discharge Date, by no later than 2 Business Days after the date of such acquisition; and 8.2 Shares and Shareholder & Group Claims The Cedent shall deliver to the Facility Agent in respect of all its Shares and Shareholder & Group Claims – 8.2.1 the original share certificates in respect of those Shares; 8.2.2 share transfer forms in respect of those Shares, undated and duly signed by the Cedent as transferor and left blank as to transferee; and 8.2.3 a copy of the resolutions of the director(s) of the Term/RCF Borrower approving any transfer of Shares and Shareholder & Group Claims pursuant to this Agreement, substantially in the form of [Annexure A](#a3891) , or any other form acceptable to the Facility Agent. 8.3 Secured Account The Cedent must deliver to the Facility Agent, in respect of the Secured Account, a copy of a notice to Rand Merchant Bank, a division of FirstRand Bank Limited, of the cession in securitatem debiti of the Secured Account under this Agreement, together with an acknowledgement of that notice signed by Rand Merchant Bank, a division of FirstRand Bank Limited, in each case substantially in the form of [Annexure B](#a4036) or in such other form as the Facility Agent may agree. 13 8.4 Other requirements 8.4.1 The Cedent shall deliver to the Facility Agent, within 5 Business Days of request, a list of the Secured Property as at the date of that request, which list shall be certified true and correct by a director of the Cedent and shall describe each part of the Secured Property in reasonable detail, and shall in particular, in respect of the Secured Account, set out the name of the account bank, the account number and the latest available balance of monies standing to the credit or debit of the Secured Account. 8.4.2 If any Secured Property, or part thereof, is evidenced by a document, or when the Cedent holds Security for any obligation owed to it in respect of Secured Property and that Security is evidenced by a document, the Cedent shall, at the request of the Facility Agent deliver a certified copy of that document to the Facility Agent within 5 Business Days of request thereof. 8.4.3 In addition to the documents referred to above, the Cedent shall deliver to the Facility Agent any other documents relating to the Secured Property for which the Facility Agent may at any time call, which documents must be delivered to the Facility Agent within a period as agreed between the Facility Agent and the Cedent and, failing such agreement, within 5 Business Days. 8.4.4 The Facility Agent may retain possession of all documents delivered to it under this clause [8](#a1908) ( [Perfection and Delivery of Documents](#a1908) [)](#a1908) and deal with them in accordance with the Finance Documents until the Final Discharge Date, after which they shall be returned to the Cedent as soon as reasonably possible. 9 CONSENT AND ACKNOWLEDGEMENT OF SECURITY It is recorded that the Term/RCF Borrower and the Cedent are both Party to this Agreement and accordingly - 9.1 the Term/RCF Borrower hereby – 9.1.1 confirms its consent to, and acknowledges and agrees that - 9.1.1.1 the Cedent has, inter alia , pledged all its Shares and ceded in securitatem debiti all its Secured Property to the Debt Guarantor; and 9.1.1.2 with effect from the date on which the Debt Guarantor notifies the Term/RCF Borrower in writing that an Event of Default has occurred and is continuing and 14 thereafter until otherwise notified by the Debt Guarantor, the Cedent hereby irrevocably instructs and authorises the Term/RCF Borrower to make all payments to be made to the Cedent in respect of its Shares and Secured Property directly to the Debt Guarantor by payment into any bank account nominated by the Debt Guarantor in writing; 9.2 the Cedent hereby agrees that the Term/RCF Borrower may comply with clause [9.1.1.2](#a2230) without any further permission from the Cedent and without any enquiry by the Term/RCF Borrower as to the justification for or validity of any request, notice or instruction; and 9.3 the Term/RCF Borrower - 9.3.1 confirms that it has not received notice of the interest of any third party in the Shares and Secured Property; 9.3.2 irrevocably and unconditionally undertakes that, in the event of the Debt Guarantor exercising its rights under this Agreement (including but not limited to clause [11](#a2508) ( [Enforcement](#a2508) )), it will - 9.3.2.1 give effect thereto and perform its obligations in relation to the Secured Property to and in favour of the Debt Guarantor; and 9.3.2.2 recognise any person to whom the Shares and/or Secured Property are to be transferred and approve the transfer to that person. 10 RIGHTS OF THE CEDENT BEFORE AN EVENT OF DEFAULT 10.1 Shares and Secured Property 10.1.1 Subject to clause [10.1.2](#a2418) , the Cedent is entitled, at its own cost, to – 10.1.1.1 enforce and receive payment for, delivery of or performance in respect of all amounts or obligations owing in respect of the Secured Property in the ordinary course of business and, subject to the Finance Documents, to appropriate amounts so recovered to its own use, including any dividends or other benefits in respect of its Shares; 10.1.1.2 receive notice of every general meeting of shareholders of the Term/RCF Borrower (provided that each such notice is to be forwarded to each of the Debt 15 Guarantor and Facility Agent as if it were a shareholder of the Term/RCF Borrower); and 10.1.1.3 attend every general meeting of the shareholders of the Term/RCF Borrower, and exercise all the votes attaching to the Shares at such meetings (provided that it will not exercise those votes in a manner which is reasonably likely to (a) be prejudicial to the validity or enforceability of this Agreement; (b) materially impair the value of any Shares; (c) permit any variation of rights other than in accordance with the Finance Documents; or (d) be otherwise materially prejudicial to the Debt Guarantor or the other Finance Parties). 10.1.2 If an Event of Default has occurred and is continuing, all of the rights, powers and privileges attaching to the Secured Property, including those set out in clause [10.1.1](#a2353) above, shall vest in the Debt Guarantor with the power to exercise them either in its own name or in the name of the Cedent or, if the Debt Guarantor so directs upon the occurrence of an Event of Default which has occurred and is continuing, the Cedent shall exercise the Debt Guarantor's rights, powers and privileges in its own name and to the greatest extent permitted by applicable law. 10.2 General 10.2.1 Without detracting from this clause [10](#a2337) ( [Rights of the Cedent before an Event of](#a2337) [Default](#a2337) [)](#a2337) , the Debt Guarantor is not obliged to − 10.2.1.1 perform any obligation of the Cedent; 10.2.1.2 make any payment, or to make any enquiry as to the nature or sufficiency of any payment received by it or the Cedent; or 10.2.1.3 present or file any claim or take any other action to collect or enforce the payment of any amount to which it may be entitled under this Agreement, in respect of the Secured Property. 11 ENFORCEMENT 11.1 Realisation If an Event of Default has occurred and is continuing, the Debt Guarantor may, without prejudice to any other rights it may have against the Cedent, exercise its rights under this 16 clause [11.1](#a2512) ( [Realisation](#a2512) [)](#a2512) , and otherwise put into force and effect all rights, powers and remedies available to it in relation to the Secured Property, in such manner and on such terms and conditions as it in its sole discretion considers most expedient. Without limiting the foregoing, if an Event of Default has occurred and is continuing, the Debt Guarantor or its nominee may, and the Cedent hereby irrevocably and unconditionally authorises and empowers the Debt Guarantor or its nominee, and appoints it in rem suam , without any further authority or consent of any nature whatsoever required from any person, in the name of the Debt Guarantor or its nominee or in the name of the Cedent to - 11.1.1 exercise all or any of the rights, powers and privileges and enforce all or any obligations attaching to the Secured Property (or any of them) in such manner and on such terms as the Debt Guarantor in its sole discretion deems fit; 11.1.2 receive payment for, delivery of, and/or performance in respect of, the Secured Property (or any of them) in its own name or that of its nominee; 11.1.3 authorise any officer of the Debt Guarantor (whose appointment need not be proved) to sign, on behalf of and in the name of the Cedent, any share transfer form or any other document that may be necessary to give effect to any disposal or realisation of the Secured Property (or any of them) by the Debt Guarantor under this clause [11](#a2508) ( [Enforcement](#a2508) [)](#a2508) ; 11.1.4 claim and receive payment of the amount standing to the credit of the Secured Account; 11.1.5 at the election of the Debt Guarantor - 11.1.5.1 sell or otherwise realise all or some of the Secured Property by public auction or private treaty; 11.1.5.2 take over all or some of the Secured Property at Fair Value (as defined below), and for the purposes of clause [11.1.5.2](#a2640) above, the Fair Value of any Secured Property will be the value agreed in writing between the Debt Guarantor and the Cedent or, failing agreement within 5 Business Days after delivery of a notice to the Cedent stating that the Debt Guarantor intends to exercise its rights under this clause [11.1.5](#a2623) , the value determined by an appropriate employee of an independent investment bank agreed to by the Debt Guarantor and the Cedent or, failing agreement within 5 Business Days, appointed, at the request of any of the Debt Guarantor or the Cedent, 17 by the President for the time being of the South African Institute of Chartered Accountants, or the successor body thereto, which person shall act as an expert and not as an arbitrator, shall be instructed to make their determination within 10 Business Days after being requested to do so, provided that if a determination is manifestly unjust and a court exercises its general power, if any, to correct such determination, all the Parties shall be bound thereby. The Cedent shall be liable for any charges incurred in the determination of the Fair Value and if the Debt Guarantor or Facility Agent has paid the charges of determining the Fair Value, such charges shall be recoverable from the Cedent on demand; 11.1.6 institute any legal proceedings which the Debt Guarantor may deem necessary in connection with any sale, purchase or other realisation or transfer of any of the Secured Property and to prosecute such proceedings to their final end and conclusion, including the prosecution of such appeals and reviews as the Debt Guarantor in its discretion may determine; 11.1.7 compromise any of the Secured Property, grant any extension or other indulgence in respect of the Secured Property, agree to amend the terms of the Secured Property, and/or release any security, guarantee or suretyship held for the Secured Property or waive any right which relates to or constitutes part of the Secured Property; 11.1.8 give transfer of and convey valid title in any Secured Property to any person (including the Debt Guarantor or any other Finance Party); and/or 11.1.9 take all such further or other steps as the Debt Guarantor may consider necessary to deal with the Secured Property (or any of them) in order to give effect to this Agreement. 11.2 Undertakings by the Cedent in respect of realisation On the Debt Guarantor taking any action under clause [11.1](#a2512) ( [Realisation](#a2512) [)](#a2512) above, or otherwise as required by the Debt Guarantor if an Event of Default has occurred and is continuing, the Cedent shall on demand by the Debt Guarantor – 11.2.1 give notice to all persons required by the Debt Guarantor that payment for, delivery of or performance in respect of the relevant Secured Property must be made to the Debt Guarantor and that payment, delivery or performance to the Cedent or to anyone else will not constitute valid payment, delivery or performance, and the Debt 18 Guarantor shall be entitled to do likewise. The Cedent shall on demand by the Debt Guarantor provide proof that such notification has been duly given; 11.2.2 refuse to accept any payment, delivery, or performance tendered in respect of any of the Secured Property and order that such payment, delivery or performance be tendered to the Debt Guarantor; 11.2.3 forthwith pay over or deliver to the Debt Guarantor any interest, dividend, negotiable instruments or other monetary benefits of any nature accrued or received in respect of the Secured Property after the date of an Event of Default which has occurred and is continuing by depositing the same into any bank account in South Africa nominated by the Debt Guarantor; 11.2.4 deliver to the Debt Guarantor any property which the Cedent acquires or which accrues to it in connection with the Secured Property; 11.2.5 at its own cost, carry out any lawful directions the Debt Guarantor may give in regard to the realisation of the Secured Property and sign any document or do any other lawful act necessary to (a) vest the Secured Property in the Debt Guarantor; (b) enable any sale, purchase or other realisation or transfer of Secured Property, or (c) perfect and complete (to the extent necessary) the pledge and the cession of any Secured Property under this Agreement. 11.3 No obligation on the Debt Guarantor Notwithstanding anything to the contrary contained in this Agreement, the Debt Guarantor shall not be obliged to take any steps to preserve, protect, collect, recover or otherwise enforce its rights under or in respect of the Secured Property. 12 APPROPRIATION OF PROCEEDS The Debt Guarantor shall apply the net proceeds of all amounts received pursuant to the sale or other realisation of Secured Property or from the appropriation of cash amounts which constitute Secured Property under this Agreement (after deducting all properly evidenced costs and expenses incurred by the Debt Guarantor in relation to that sale, realisation or appropriation) in reduction or discharge of the Secured Obligations in such order and in such manner as the Debt Guarantor deems fit. Any amount remaining thereafter shall be paid to the Cedent within 15 Business Days of the Final Discharge Date. 19 13 POWER OF ATTORNEY 13.1 If at any time during the term of this Agreement the Debt Guarantor becomes entitled to exercise its rights under clause [11.1](#a2512) ( [Realisation](#a2512) [)](#a2512) , the Cedent hereby irrevocably nominates, constitutes and appoints the Debt Guarantor or its nominee (acting through any of the directors, general manager or manager for the time being of the Debt Guarantor (or its nominee) holding office from time to time) with power of substitution, to be its true and lawful attorney to do all such things which the Cedent is obliged but fails to do under this Agreement and to complete and sign all such documentation for the purposes of the sale, assignment, cession, transfer and perfecting of the Debt Guarantor's security, or otherwise disposing of the Secured Property, or any part thereof or the realisation of the underlying value in respect thereof, and for all purposes incidental thereto, and the institution of legal proceedings. The Cedent ratifies and confirms whatever the Debt Guarantor (or its nominee) does or purports to do under this clause [13](#a2888) ( [Power of Attorney](#a2888) [)](#a2888) . 13.2 The Cedent shall immediately on demand, pay to the Debt Guarantor the amount of all costs and expenses (including legal fees) incurred by the Debt Guarantor (or its nominee) under its appointment under this clause [13](#a2888) ( [Power of Attorney](#a2888) [)](#a2888) , and keep the Debt Guarantor indemnified against any failure or delay in paying those costs or expenses. 14 ADDITIONAL RIGHTS The rights conferred on the Debt Guarantor by this Agreement are additional to and not in substitution for or in any way prejudiced by – 14.1 any other rights the Debt Guarantor has, or may at any time in the future have, against the Cedent or any other person; and 14.2 any other Security held or hereafter to be held by the Debt Guarantor from the Cedent, or any other person, in connection with the Secured Obligations. The Debt Guarantor may release any Security held by it without prejudice to its rights under this Agreement. 20 15 CEDENT BOUND NOTWITHSTANDING CERTAIN CIRCUMSTANCES 15.1 The Cedent agrees that with effect from the Signature Date, it will be bound under this Agreement to the full extent hereof, despite the fact that – 15.1.1 any additional Security from the Cedent or any other person for the Secured Obligations may not be obtained or may be released or may cease to be held for any other reason; 15.1.2 there is any intermediate discharge or settlement of, or fluctuation in the Secured Obligations in which event the pledge and cession in securitatem debiti contained in this Agreement shall operate as Security for any indebtedness subsequently arising in favour of the Debt Guarantor in relation to the Secured Obligations; 15.1.3 the Finance Parties may agree any amendment of the Finance Documents (including any amendment providing for the increase in the amount of a Facility or an additional facility); 15.1.4 insolvency, administration, business rescue, reorganisation, arrangement, readjustment of debt, dissolution, liquidation or similar proceedings have been instituted by or against the Cedent or any other person; 15.1.5 any Finance Party may receive a dividend or benefit in any insolvency, liquidation, business rescue or any compromise or composition, whether in terms of any statutory enforcement or the common law; 15.1.6 the Debt Guarantor may grant any indulgences to the Cedent or may not exercise any one or more of its rights under the Finance Documents, either timeously or at all; or 15.1.7 any other fact or circumstance may arise on which the Cedent might otherwise be able to rely on a defence based on prejudice, waiver or estoppel. 15.2 If the Cedent suffers any loss arising from any of the facts, circumstances, acts or omissions referred to above, it will have no claim against any Finance Party in respect thereof. 16 KEEPING, INSPECTION AND DELIVERY OF RECORDS 16.1 The Cedent shall at all times keep up-to-date records of the Secured Property and shall comply with any reasonable directions the Facility Agent and/or the Debt Guarantor may give in regard to the keeping of such records. 21 16.2 The Facility Agent, Debt Guarantor or anyone authorised by either the Facility Agent or the Debt Guarantor may at any time and on reasonable notice inspect any of the Cedent's books of account and other records including books of account and records of the Secured Property in the possession of a third party. 16.3 If the Facility Agent or Debt Guarantor at any time so requests, the Cedent shall at its own cost deliver to the Debt Guarantor or its order certified copies of any of the books and records referred to in clauses [16.1](#a3167) and [16.2](#a3186) above. 17 EXEMPTION FROM LIABILITY A Finance Party, its officers, trustees, agents, beneficiaries, employees and advisors shall not be liable for any loss or damage, whether direct, indirect, consequential or otherwise, suffered by the Cedent howsoever arising in connection with this Agreement, whether that loss or damage arises as a result of a breach of contract (whether total, fundamental or otherwise), delict or any other cause and whether this Agreement has been terminated or not, other than as a result of the gross negligence or wilful misconduct of that Finance Party. The provision of this clause [17](#a3223) ( [Exemption](#a3223) [from liability](#a3223) [)](#a3223) constitute a stipulation for the benefit of the Finance Parties capable of acceptance at any time. 18 CHANGES TO THE PARTIES 18.1 Transfers by the Debt Guarantor 18.1.1 The Debt Guarantor may cede any of its rights and/or delegate any of its obligations under this Agreement to any person to whom it cedes any of its rights and/or delegates any of its obligations under the Finance Documents. The Cedent and the Term/RCF Borrower agree to co-operate and take all such steps as the Debt Guarantor may reasonably request to give effect to any such cession or delegation. 18.1.2 The Cedent and the Term/RCF Borrower agree to any splitting of claims which may arise from such a cession and/or delegation. 18.2 Transfers by the Cedent The Cedent may not cede any of its rights nor delegate any of its obligations under this Agreement. 22 18.3 Transfers by the Term/RCF Borrower The Term/RCF Borrower may not cede any of its rights nor delegate any of its obligations under this Agreement 18.4 Changes to Facility Agent The Facility Agent shall be entitled to cede, delegate and/or transfer its rights and/or obligations under this Agreement in accordance with the applicable provisions of the Common Terms Agreement and any Intercreditor Agreement and the Cedent, the Term/RCF Borrower and Debt Guarantor hereby irrevocably and unconditionally consent to any splitting of rights or claims which may arise from such a cession and transfer. 19 NOTICES 19.1 The Parties select as their respective domicilia citandi et executandi the physical addresses contemplated in clause 34.2 ( Addresses ) of the Common Terms Agreement, and for the purposes of giving or sending any notice provided for or required under this Agreement, the said physical addresses as well as the email addresses contained therein. 19.2 The provisions of clause 34 ( Notices ) of the Common Terms Agreement are incorporated by reference herein, mutatis mutandis , as if repeated herein in full in this Agreement on the basis that references therein to - 19.2.1 Finance Documents and/or the Common Terms Agreement shall be construed as references to this Agreement; and 19.2.2 Parties shall be construed as references to the Parties to this Agreement. 20 GENERAL 20.1 Further Assurances The Cedent shall generally promptly do everything that may be required in order to comply with its obligations under this Agreement and as may otherwise be required by the Debt Guarantor or the Facility Agent, for the purposes of and to give effect to this Agreement, failing which the Debt Guarantor or the Facility Agent, may, to the extent possible, attend thereto on behalf of the Cedent and recover on demand from the Cedent any expenses incurred in relation thereto. In particular the Cedent shall execute and do all such acts and 23 things as the Debt Guarantor or the Facility Agent, in their reasonable discretion, may require – 20.1.1 to perfect or protect the Security created (or intended to be created) by this Agreement; 20.1.2 to preserve or protect any of the rights of the Debt Guarantor or the Facility Agent under this Agreement; 20.1.3 to enforce any Security created under this Agreement on or at any time after it becomes enforceable; 20.1.4 for the exercise of any power, authority or discretion vested in the Debt Guarantor or the Facility Agent under this Agreement; 20.1.5 to carry out the effect, intent and purpose of this Agreement, in any such case, forthwith upon demand by the Debt Guarantor or the Facility Agent, to the maximum extent permitted by law and at the expense of the Cedent. 20.2 Sole Agreement 20.2.1 This Agreement constitutes the sole record of the agreement between the Parties in regard to the subject matter hereof. 20.2.2 This Agreement supersedes and replaces any and all agreements between the Parties (and other persons, as may be applicable) and undertakings given to or on behalf of the Parties (and other persons, as may be applicable) in relation to the subject matter hereof. 20.3 No implied terms No Party shall be bound by any express or implied term, representation, warranty, promise or the like, not recorded in this Agreement. 20.4 Variations to be in writing No addition to or variation, deletion, or agreed cancellation of all or any clauses or provisions of this Agreement will be of any force or effect unless in writing and signed by the Parties. 24 20.5 Costs and Expenses The Term/RCF Borrower shall pay to the Debt Guarantor and/or the Facility Agent the amount of all costs and expenses (including legal fees on the scale as between attorney and own client, whether incurred before or after judgment) incurred by the Debt Guarantor and/or the Facility Agent in connection with the enforcement of, or the preservation of any rights under, this Agreement. 20.6 Certificates and Determinations Any certification or determination by the Debt Guarantor or Facility Agent of a rate or amount under any Finance Document is, in the absence of manifest error, prima facie evidence of the matters to which it relates. 20.7 Partial Invalidity If, at any time, any provision of this Agreement is or becomes illegal, invalid, unenforceable or inoperable in any respect under any law of any jurisdiction, neither the legality, validity, enforceability or operation of the remaining provisions nor the legality, validity, enforceability or operation of such provision under the law of any other jurisdiction will in any way be affected or impaired. The term inoperable in this clause [20.7](#a3615) ( [Partial Invalidity](#a3615) ) shall include, without limitation, inoperable by way of suspension or cancellation. 20.8 Provisions severable All provisions and the various clauses of this Agreement are, notwithstanding the manner in which they have been grouped together or linked grammatically, severable from each other. Any provision or clause of this Agreement which is or becomes unenforceable in any jurisdiction, whether due to voidness, invalidity, illegality, unlawfulness or for any other reason whatsoever, shall, in such jurisdiction only and only to the extent that it is so unenforceable, be treated as pro non scripto and the remaining provisions and clauses of this Agreement shall remain of full force and effect. The Parties declare that it is their intention that this Agreement would be executed without such unenforceable provision if they were aware of such unenforceability at the time of execution hereof. 20.9 Rights and remedies 20.9.1 No failure to exercise, nor any delay in exercising, on the part of the Debt Guarantor or the Facility Agent, any right or remedy under this Agreement shall operate as a 25 waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies of the Debt Guarantor and the Facility Agent under this Agreement - 20.9.1.1 are cumulative and not exclusive of its rights under the general law; 20.9.1.2 may be exercised as often as the Debt Guarantor or the Facility Agent requires; and 20.9.1.3 may be waived only in writing and specifically. 20.9.2 Delay in the exercise or non-exercise of any right is not a waiver of that right. 20.10 Extensions and waivers No latitude, extension of time or other indulgence which may be given or allowed by any Party to any other Party in respect of the performance of any obligation or enforcement of any right under this Agreement, and no single or partial exercise of any right by any Party, shall be construed to be an implied consent by such Party or operate as a waiver or a novation of, or otherwise affect any of that Party’s rights under or in connection with this Agreement or estop such Party from enforcing, at any time and without notice, strict and punctual compliance with each and every provision or term of this Agreement. 20.11 Renunciation of benefits The Cedent renounces, to the extent permitted under any applicable law, the benefits of each of the legal exceptions of excussion, division, revision of accounts, no value received, errore calculi , non causa debiti , non numeratae pecuniae and cession of actions, and declares that it understands the meaning of each such legal exception and the effect of such renunciation. 20.12 Independent advice Each of the Cedent and the Term/RCF Borrower acknowledges that it has been free to secure independent legal and other advice as to the nature and effect of all of the provisions of this Agreement and that it has either taken such independent legal and other advice or dispensed with the necessity of doing so. Further, the Cedent and the Term/RCF Borrower acknowledge that all of the provisions of this Agreement and the restrictions therein contained are part of the overall intention of the Parties in connection with this Agreement. 20.13 Counterparts 26 This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement. 21 GOVERNING LAW This Agreement and any non-contractual obligations arising out of or in connection with it is governed by South African law. 22 JURISDICTION 22.1 The Parties hereby irrevocably and unconditionally consent to the non-exclusive jurisdiction of the High Court of South Africa (Gauteng Local Division, Johannesburg) (or any successor to that division) in regard to all matters arising from this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non- contractual obligation arising out of or in connection with this Agreement) ( Dispute ). 22.2 The Parties agree that the courts of South Africa are the most appropriate and convenient courts to settle Disputes. The Parties agree not to argue to the contrary and waive objection to this court on the grounds of inconvenient forum or otherwise in relation to proceedings in connection with this Agreement. 22.3 Clause [22](#a3814) ( [Jurisdiction](#a3814) [)](#a3814) is for the benefit of the Debt Guarantor and the Facility Agent. As a result, neither the Debt Guarantor nor the Facility Agent shall be prevented from taking proceedings relating to a Dispute in any other court with jurisdiction. To the extent allowed by law, the Debt Guarantor and the Facility Agent may take concurrent proceedings in any number of jurisdictions. 27 ANNEXURE A - FORM OF RESOLUTION RESOLUTIONS PASSED BY THE WRITTEN CONSENT OF THE [SOLE] DIRECTOR[S] OF LESAKA TECHNOLOGIES PROPRIETARY LIMITED (REGISTRATION NUMBER 2002/031446/07) (the "Company") WHEREAS – Lesaka Technologies, Inc ( Cedent ) has concluded or will conclude a written pledge and cession in security (as amended, restated, supplemented and/or replaced from time to time) (the Pledge and Cession in Security ) with, inter alios , Bowwood and Main No 408 (RF) Proprietary Limited (the Debt Guarantor ) and FirstRand Bank Limited (acting through its Rand Merchant Bank division) (as facility agent). Unless otherwise defined herein, words and expressions defined in the Pledge and Cession in Security have the meaning when used herein. Under the Pledge and Cession in Security, the Cedent, inter alia, pledges the Shares and cedes in securitatem debiti the Shareholder & Group Claims, to the Debt Guarantor. RESOLVED THAT - 1 RESOLUTION 1 The Company notes and gives its consent to the pledge and cession in security of the Shares and Shareholder & Group Claims, as applicable, by the Cedent to and in favour of the Debt Guarantor. 2 RESOLUTION 2 The Company consents to any transfer of the Shares and Shareholder & Group Claims pursuant to any enforcement by the Debt Guarantor of its rights under the Pledge and Cession in Security. 3 RESOLUTION 3 Any director of the Company is hereby authorised to sign any document necessary to give effect to resolution number 1 and resolution 2 above. [signatures of all directors] 28 ANNEXURE B - NOTICE TO BANK To : FirstRand Bank Limited (the Bank or you ) [ Insert email address and Attention ] From : Lesaka Technologies, Inc (the Cedent ) [ Insert email address and Attention ] And : Bowwood and Main No 408 (RF) Proprietary Limited (the Debt Guarantor ) [ Insert Address and Attention ] Copy : FirstRand Bank Limited (acting through its Rand Merchant Bank division) (the Facility Agent ) [ Insert Address and Attention ] 20 Dear all Notice of cession in securitatem debiti 1 We refer to the written pledge and cession in security agreement (as amended, restated, supplemented and/or replaced from time to time) concluded between, inter alios , the Cedent and the Debt Guarantor ( Pledge and Cession in Security ). 2 In this notice, words and expressions defined in the Pledge and Cession in Security have the same meaning where used in this notice. 3 This notice constitutes notice from the Cedent and the Debt Guarantor to you that under the Pledge and Cession in Security the Cedent has ceded in securitatem debiti, in favour of the Debt Guarantor, inter alia , all of its rights and interests in and to the bank account that it maintains with you under the following account number [ - ] (including all its claims in respect of amounts standing to the credit of such bank account from time to time) (the " Secured Account "). 4 The Cedent hereby irrevocably instructs and authorises you to disclose to the Debt Guarantor or the Facility Agent any information relating to the Secured Account requested from you by the Debt Guarantor or the Facility Agent. 5 The Cedent hereby irrevocably instructs and authorises you with effect from the date on which the Debt Guarantor notifies you in writing that an Event of Default has occurred and is continuing, and thereafter until otherwise notified by the Debt Guarantor, to – 29 5.1 comply with the terms of any written notice or instruction relating to the Secured Account received by you from the Debt Guarantor or the Facility Agent (acting on behalf of or for the benefit of the Debt Guarantor); 5.2 hold all sums standing to the credit of the Secured Account to the order of the Debt Guarantor; 5.3 pay or release any sum standing to the credit of the Secured Account in accordance with the written instructions of the Debt Guarantor or the Facility Agent (acting on behalf of or for the benefit of the Debt Guarantor); and 5.4 pay all sums received by you for the account of the Cedent to the credit of the Secured Account with you. 6 The Cedent acknowledges that you may comply with the instructions in this notice without any further permission from us and without any enquiry by you as to the justification for or validity of any request, notice or instruction. 7 The instructions in this notice may not be revoked or amended without the prior written consent of the Facility Agent (acting on behalf of or for the benefit of the Debt Guarantor) or the Debt Guarantor. 8 This notice and any non-contractual obligations arising out of or in connection with it is governed by the laws of South Africa. Please send a signed version of the acknowledgement attached as schedule 1 of this notice confirming your agreement to the above. 30 Yours faithfully, For and on behalf of Lesaka Technologies, Inc (as Cedent ) Signature Name of Signatory Designation of Signatory For and on behalf of Bowwood and Main No 408 (RF) Proprietary Limited (as Debt Guarantor ) Signature Name of Signatory Designation of Signatory 31 Schedule 1: Form of acknowledgement PRIVATE AND CONFIDENTIAL The Cedent: The Cessionary: Date: _____________ Dear Sirs NOTICE IN RESPECT OF CESSION IN SECURITY ("NOTICE") 1. We, [RELEVANT BANK], acknowledge receipt of, and refer to, the following documents: 1.1 the written agreement titled " Pledge and Cession in Security Agreement " (the Cession in Security ) executed by [ - ] (Registration Number [ - ]) (the Cedent ) dated [ - ] 202___ in favour of [ - ] (Registration number [ - ]) (the Cessionary ) in terms of which, inter alia , the Cedent agreed to cede in securitatem debiti in favour of the Cessionary all of its rights, title and interests in and to the bank accounts listed in Schedule 1 hereto ( Known Bank Accounts ) and held by them with [ RELEVANT BANK ], from time to time ( Future Bank Accounts ) (the Known Bank Accounts and the Future Bank accounts collectively referred to as the Bank Accounts ); and 1.2 the written notification in respect of the Cession in Security from the Cedent to [ RELEVANT BANK ], dated [ - ] 202___ (the Cedent’s Notice ). 2. Unless specifically defined in this Notice, terms and expressions defined in the Cession in Security shall bear the same meaning when used herein. For the sake of clarity, notwithstanding the definition of the “ Secured Property ” in the Cession in Security, the provisions of this Notice shall only apply in respect of the Bank Accounts. 3. [RELEVANT BANK], hereby consents to the cession of the Bank Accounts in terms of the Cession in Security, subject to the terms of this Notice. Subject to paragraphs 4 and 5 below, and following delivery of a written notification purportedly from the Cessionary substantially in the form of Schedule 2 hereto, in terms of which, amongst other things, the Cessionary confirms that it has become entitled to enforce its rights under the Cession in Security (the Enforcement Notice ), [RELEVANT BANK], undertakes: 3.1 in respect of the Known Bank Accounts by 0h00 (midnight) on the date that falls 1 (one) Business Day (being a day which is not a Saturday, Sunday or official public holiday in the Republic of South Africa) (Business Day) following the date of receipt of the Enforcement Notice; and 3.2 in respect of the Future Bank Accounts, by 0h00 (midnight) on the date that falls 2 (two) Business Days following the date of receipt of the Enforcement Notice, (the date and time of the expiration of the above periods referred to as the Enforcement Date ), to: 32 3.3 comply with the terms of any written notice or instruction relating to the Bank Accounts received from the Cessionary; 3.4 only permit withdrawals from the Bank Accounts with the prior written consent of the Cessionary; 3.5 hold all sums standing to the credit of the Bank Accounts to the order of the Cessionary; 3.6 subject to clause 5.12, provide the Cessionary with such information concerning the Bank Accounts as the Cessionary may from time to time require; and 3.7 pay the Final Balance (as such term is defined in paragraph 5.10 below) to the bank account stipulated in writing by the Cessionary for such purpose. 4. The Cessionary hereby undertakes to address the Enforcement Notice to the following [ RELEVANT BANK ], representatives at the following email addresses: 4.1 [RELEVANT BANK], Corporate Legal – [ INSERT NAME AND EMAIL ADDRESS]; 4.2 Relationship Manager in respect of the Cedent, [ INSERT NAME AND EMAIL ADDRESS ]; 4.3 Relationship Analyst in respect of the Cedent, [ INSERT NAME AND EMAIL ADDRESS ]; 4.4 Credit Evaluation Manager in respect of the Cedent, [ INSERT NAME AND EMAIL ADDRESS ]; or any other person occupying such role/s on the date of the Enforcement Notice, as advised by [ RELEVANT BANK ], in writing to the Cessionary in terms of paragraph 6.8 below, on request of the Cessionary, and to deliver same in original duplicate form to [RELEVANT BANK], ’s domicilium address as specified below, including to [RELEVANT BANK], ’s Sandton address. The requirement to deliver an Enforcement Notice to the persons at the addresses set out in this Notice, is a requirement for the benefit of [RELEVANT BANK], only. [RELEVANT BANK], shall be entitled to waive strict conformance with the aforegoing, in its sole discretion and without notice to the Cessionary and/or Cedent. 5. [RELEVANT BANK], the Cedent and the Cessionary (individually, a Party and collectively, the Parties) hereby agree and confirm that: 5.1 [RELEVANT BANK], shall not be required to verify whether or not the Cessionary is entitled to enforce its rights under the Cession in Security; 5.2 the Cedent, by its signature hereto, expressly consents to the provision by [RELEVANT BANK], of all such information as may be required in respect of the Bank Accounts to the Cessionary with effect from the date of signature of this Notice by the Cedent and the Cedent hereby waives any right of confidentiality (if any) to which it would otherwise have been entitled to in respect of any disclosure of any statement, notice or information by [RELEVANT BANK], to the Cessionary in terms hereof; 5.3 [RELEVANT BANK], shall not be required to determine the lawfulness or validity of the Enforcement Notice, the correctness thereof or whether the Enforcement Notice has been properly authorized or signed by the Cessionary; 5.4 [RELEVANT BANK], shall not be required to act on or comply with the Enforcement Notice if doing so would be in contravention of any law, regulation or requirement of any judicial, governmental, supervisory or regulatory body, court of law or legal process, it being recorded that if the aforegoing is applicable at the time of receiving an Enforcement Notice, [RELEVANT BANK], shall notify the Cessionary accordingly; 5.5 it is recorded that by operation of law, [RELEVANT BANK], will suspend the operation of the Bank Accounts upon it becoming aware that any business rescue proceedings have commenced in respect of the Cedent, or that an application for the liquidation (whether provisional or final) of the Cedent, has been lodged and such Bank Accounts shall only be operated by and on the instructions of the business rescue practitioner or the liquidator (as applicable). If the Cessionary 33 requests in writing as to whether a particular Bank Account has been suspended and provides [RELEVANT BANK], with the details of such Bank Account, [RELEVANT BANK], shall notify the Cessionary accordingly; 5.6 [RELEVANT BANK], shall not be required to act on or comply with the Enforcement Notice in relation to (i) the transfer of Final Balances/s into an account nominated by the Cessionary or (ii) the suspension of the Bank Accounts on or after the date on which any business rescue proceedings have commenced in respect of the Cedent, or an application for the liquidation (whether provisional or final) of the Cedent has been lodged unless, (i) [RELEVANT BANK], receives consent from the business rescue practitioner of the Cedent, or (ii) it is instructed to do so by the business rescue practitioner or the liquidator or (iii) it is instructed to do so by a court order; 5.7 the Cedent undertakes to inform all the relevant individuals listed in paragraph 4 above, if the Cedent becomes subject to liquidation proceedings; 5.8 [RELEVANT BANK], shall not be obliged to voluntarily become party and/or to join itself to any claim or dispute of any nature which any party (including, inter alia, the Cedent and/or the Cessionary) may allege; 5.9 notwithstanding any other provision hereof, the Cedent and the Cessionary hereby further acknowledge and agree that, prior to the Enforcement Date, [RELEVANT BANK], is not able to control the flow of funds into or out of the Bank Accounts due to the transactional nature thereof. As such, [RELEVANT BANK], is not able to guarantee and/or give the Cessionary any assurance as to the amount of funds available in the Bank Accounts to be recovered by the Cessionary under the Cession in Security; accordingly, [RELEVANT BANK], shall not, at any time before the Enforcement Date, be obliged to load a pledge indicator on the Bank Accounts, or otherwise treat the rights to the balances from time to time on such accounts as having been ceded in terms of the Cession in Security; 5.10 in the event that [RELEVANT BANK], suspends the operation of the Bank Accounts following receipt of an Enforcement Notice, [RELEVANT BANK], will only be in a position to confirm the final balance of the Bank Accounts, on the Enforcement Date (Final Balance), which Final Balance will remain subject to correction, late entries and is further subject to the provisions of paragraph 5.19, 5.20 and 5.21; 5.11 the Cessionary undertakes in favour of [RELEVANT BANK], that it shall not cede its rights or delegate its obligations under the Cession in Security to any other party unless, prior to, or simultaneously with such cession, delegation or transfer, the new Cessionary has acceded to this Notice by delivering to the Parties an accession undertaking substantially in the form attached as Schedule 3 hereto. The Cedent hereby agrees to such accession under this Notice; 5.12 as soon as practicably possible after receipt of a written notification purportedly from the Cessionary substantially in the form of Schedule 4 hereto, in terms of which the Cessionary requests certain information in relation to the Known Bank Accounts (Information Notice) [RELEVANT BANK], shall provide the Cessionary, with such information concerning the Known Bank Accounts as the Cessionary may from time to time require under the Information Notice; 5.13 [RELEVANT BANK], shall, as soon as practicably possible following receipt of an Information Notice to this effect from the Cessionary, notify the Cessionary of the closure of any Known Bank Accounts it is aware of as at the date of receipt of the Information Notice to this effect from the Cessionary; 5.14 the Cedents and the Cessionary, undertake to promptly provide [RELEVANT BANK], with written notification of the termination or cancellation of the Cession in Security; 34 5.15 after the Enforcement Date, [RELEVANT BANK], will not act on any instruction received from the Cedent in respect of the Bank Accounts unless [RELEVANT BANK], has obtained the prior consent of the Cessionary and [RELEVANT BANK], shall advise the Cessionary if any third party seeks to enforce any rights against the Bank Accounts; 5.16 subsequent to the delivery of the Enforcement Notice, the Cessionary undertakes to do all such things and provide all such documents as may be required by [RELEVANT BANK], in order that [RELEVANT BANK], complies with all applicable legislative and regulatory requirements, including, without limitation, any “Know Your Client” requirements; 5.17 the Cedent and the Cessionary hereby waive any claims they may have or obtain against [RELEVANT BANK], arising directly or indirectly from any losses or damages which they may suffer as a result of [RELEVANT BANK], acting in terms of the Enforcement Notice or Information Notice, unless [RELEVANT BANK], has acted with gross negligence and/or wilful default; 5.18 the Cedent hereby indemnifies [RELEVANT BANK], in respect of any claims, demands or actions made against [RELEVANT BANK], or losses, damages expenses and/or legal costs (including on a scale of attorney-own-client) suffered by [RELEVANT BANK], in connection with this Notice and/or or the delivery of an Enforcement Notice or Information Notice and [RELEVANT BANK], ’s actioning of such Enforcement Notice or Information Notice, unless [RELEVANT BANK], has acted with gross negligence, fraud or wilful default; 5.19 notwithstanding any provision hereof, [RELEVANT BANK], reserves the right to: 5.19.1 close, cancel or suspend the operation of the Bank Accounts; and/or 5.19.2 include the Bank Accounts on any of its cash management services (the Service/s) and to accordingly exercise its rights to the operation of automatic set-off and/or its rights of combination of accounts, up until the Enforcement Date; 5.20 the rights of the Cessionary will be subject to the provisions of this Notice and specifically to the automatic set-off which will operate in respect of the balances on the Bank Accounts in accordance with the Service/s and/or in terms of law, up until the Enforcement Date; 5.21 to the extent that: 5.21.1 the Bank Accounts form part of any contractual netting arrangement, cash management scheme or similar arrangement (Arrangement), [RELEVANT BANK], will take action to remove the Bank Accounts from the Arrangement following the receipt of an Enforcement Notice and be entitled to debit the Bank Accounts in respect of any amounts due under such Arrangement until their removal from any Arrangement is effected; 5.21.2 there are any debit orders, salary files, pre-loaded payment runs or other post-dated debits that are automated and have, or will ,be processed, including those which may not yet be debited to the Bank Accounts, [RELEVANT BANK], will despite service of the Enforcement Action be entitled to permit these payments to run and honour these debits; and both of the Cedent and the Cessionary herby indemnify [RELEVANT BANK], and hold [RELEVANT BANK], harmless in respect of all claims, demands or actions made against [RELEVANT BANK], or losses, damages expenses and/or legal costs (including on a scale of attorney-own-client) suffered by [RELEVANT BANK], in connection with [RELEVANT BANK], acting in accordance with this clause; 5.22 [RELEVANT BANK], shall be entitled, but not obliged, from time to time to amend, vary or alter, by written notice to each of the Cedents and the Cessionary at the domicilium addresses set out in this Notice, the details in paragraph 4 above; 35 5.23 other than what is stipulated herein, [RELEVANT BANK], makes no undertaking whatsoever in relation to the Bank Accounts, the Enforcement Notice, the Information Notice and/or the Cession in Security; and 5.24 [RELEVANT BANK], does not confirm the validity or otherwise of the Cession in Security. 6. General 6.1 Limitation of Liability Notwithstanding anything to the contrary contained in this Notice, the Parties shall not be liable to each other for any indirect or consequential loss or damage, including without limitation, loss of profit, revenue, anticipated savings, business transactions or goodwill or other contracts whether arising from negligence or breach of contract. 6.2 Certificate A certificate signed by any manager or director of [RELEVANT BANK], (whose authority, qualification or appointment need not be proved) setting out the Final Balance or any other amount in respect of the Bank Accounts, the rates of interest or any other fact, shall, upon presentation, be prima facie proof of the facts contained therein. 6.3 Governing Law The laws of the Republic of South Africa shall govern the validity, interpretation and performance of this Notice and the courts of South Africa shall have sole jurisdiction. 6.4 Severability The invalidity, illegality or unenforceability of any of the provisions of this Notice shall not affect the validity, legality and enforceability of the remaining provisions of this Notice. 6.5 No Waiver The failure of either Party to insist upon the strict performance of any provision of this Notice or to exercise any right, power or remedy consequent upon a breach hereof shall not constitute a waiver by such Party to require strict and punctual compliance with each and every provision of this Notice. 6.6 Entire Agreement and Variation 6.6.1 This Notice embodies the entire agreement between the Parties in relation to the consent and acknowledgement of [RELEVANT BANK], of the Cession in Security of the Bank Accounts. 6.6.2 In this Notice, words importing the singular shall include the plural and vice versa, words importing the masculine gender shall include the feminine and neuter genders and vice versa and words importing natural persons shall include legal persons and vice versa. 6.6.3 No amendment or variation of any of the provisions of this Notice shall be of any force or effect unless reduced to writing and signed by all the Parties. This requirement will only be satisfied if such amendment or variation is made in a written, paper based form. The provisions of the Electronic Communications and Transactions Act 25 of 2002 are expressly excluded from this paragraph 6.6. 6.7 Consent to Jurisdiction The Parties hereby consent to the non-exclusive jurisdiction of the High Court of South Africa in respect of any proceedings in connection with this Notice. 6.8 Notices and Domicilium 6.8.1 The Parties choose as their domicilium citandi et executandi (address for purpose of legal proceedings and legal notices) their respective addresses set out in paragraph 6.8.2 below, at 36 which addresses all processes and notices arising out of or in connection with this Notice, its breach or termination shall be served upon or delivered to the Parties. 6.8.2 For the purpose of this Notice, the Parties' domicilium citandi et executandi is: 6.8.2.1 as regards [RELEVANT BANK], Attention: [ - ] With a copy to be sent to: [ - ] 6.8.2.2 as regards the Cedent: Attention: [insert] [insert full address including street name, area and area code] Email: [ - ]; 6.8.2.3 as regards the Cessionary: Attention: [insert] [insert full address including street name, area and area code] Email: [ - ]; or at such other physical address, not being a post office box or poste restante, of which the Party concerned may notify the others in writing. 6.8.3 Any notice given in terms of this Notice shall be in writing and shall - 6.8.3.1 if delivered by hand be deemed to have been duly received by the addressee on the first Business Day after the date of delivery; 6.8.3.2 if posted by prepaid registered post be deemed to have been received by the addressee on the 8th Business Day following the date of such posting; 6.8.3.3 if transmitted by facsimile be deemed to have been received by the addressee one Business Day after the date of despatch; 6.8.3.4 if sent electronically, shall be deemed to have been received on the first Business Day following the successful transmission thereof as evidenced by the electronic confirmation of receipt (unless the contrary is proven). 6.8.4 It is recorded for the avoidance of doubt that a legal notice sent by a Party shall not be regarded as valid legal notice, if sent electronically in terms of this paragraph 6.8.3.4. 6.8.5 Notwithstanding anything to the contrary contained or implied in this Notice, but subject to paragraph 6.8.4 above and paragraph 6.9 below, a written notice or communication actually received by one of the Parties from another including by way of email or facsimile transmission shall be adequate written notice or communication to such Party. 6.9 Fax and Email Indemnity 6.9.1 The Cedent and Cessionary: 6.9.1.1 acknowledge that it is not practical for [RELEVANT BANK], to establish the authenticity of instructions that, on the face of such document(s), purports to emanate from a Cedent or the Cessionary in terms of this Notice (“Instructions”), that is to establish whether such Instructions are fraudulent, authentic or duly authorised or whether the Instructions were signed by duly authorised representatives; 6.9.1.2 agree that [RELEVANT BANK], is not to be held liable for Instructions which are fraudulent, unauthentic, unauthorised or signed by unauthorised representatives 37 (“Fraudulent or Unauthorised Instructions”), any errors or delays in transmissions, or any misinterpretation on receipt of an Instruction; and 6.9.1.3 waive any rights that it may have or obtain now or in future against [RELEVANT BANK], arising directly or indirectly from any losses or damages which any of the Cedents and/or Cessionary may suffer as a result of [RELEVANT BANK], acting or declining to act (wholly or in part) on any Fraudulent or Unauthorised Instruction (save for instances of gross negligence and wilful default), and each of the Cedent and the Cessionary, hereby indemnify [RELEVANT BANK], in respect of any claims, demands or actions made against [RELEVANT BANK], or losses or damages suffered by [RELEVANT BANK], because it so acted or declined to act, excluding losses arising solely and exclusively from the proven unlawful, grossly negligent or fraudulent acts of [RELEVANT BANK], and/or its employees. 6.10 Counterparts This Notice may be signed in counterparts and the copies signed in counterpart shall constitute the agreement between the Parties. 7. Save as specifically contemplated in this Notice, this Notice is given without prejudice to [RELEVANT BANK], or any of its rights, and [RELEVANT BANK], hereby reserves all its rights in respect of the Bank Accounts. 8. Kindly confirm your acceptance of the terms and conditions of this Notice by signing and returning an originally signed copy to us within 30 days from the date of this Notice. 9. If we do not receive the originally signed copy from both the Cedent and the Cessionary within 30 (thirty) days of the date of this Notice then: 9.1 according to the terms of our agreements with the Cedent, the Cedent may not cede or transfer any of its rights or obligations (duties) in connection with their bank accounts held with us without our prior written consent; and 9.2 we do not consent to the cession as requested; and 9.3 we will not be acting in accordance with the request in the cession notice or any subsequent requests in connection therewith; and 9.4 for the avoidance of doubt, we will not be liable to the Cessionary or the Cedent in respect of the cession contemplated in this Notice and will continue to conduct our relations with the Cedent in accordance with the ordinary banker/client relationship. [ TO BE SIGNED BY ACCOUNT BANK ] SIGNED AT ON THE DAY OF _________________________________ 202___ For and on behalf of [RELEVANT BANK], ACTING THROUGH ITS [ - ] DIVISION Signature 38 Full Names Designation SIGNED AT ON THE DAY OF __________________________________ 202__ For and on behalf of [RELEVANT BANK], ACTING THROUGH ITS [ - ] DIVISION Signature Full Names Designation 39 SCHEDULE 1 BANK ACCOUNTS NAME OF ACCOUNT [RELEVANT BANK], ACCOUNT NUMBER 40 SCHEDULE 2 SPECIMEN ENFORCEMENT NOTICE TO BE PLACED ON CESSIONARY’S LETTERHEAD Attention: With a copy to be sent to each Cedent specified in the Notice Date: Dear Sirs ENFORCEMENT NOTICE We, _______________ (“the Cessionary ”) refer to the Notice in respect of the Cession in Security provided to (“[RELEVANT BANK],”) by____________ (the Cedent ) and the Cessionary dated ____________ (“the Notice ”). Unless specifically defined in this Enforcement Notice, terms and expressions defined in the Notice shall bear the same meaning when used herein. The Cessionary hereby confirms that it is entitled to enforce its rights under the Cession in Security in respect of Bank Accounts listed in the table below, and as well as all other bank accounts held by the Cedent with the Bank as at the date of response to this Enforcement Notice. Accordingly, this letter serves as a formal Enforcement Notice by the Cessionary to [RELEVANT BANK], as is contemplated in the Notice, in respect of the Bank Accounts. (*please select the appropriate option/s) *Option 1 The Cessionary hereby requests [RELEVANT BANK], to provide it with the following information in respect of the Known Bank Accounts which are listed below: [ - ] [ - ] as well as all other bank accounts held by the Cedent with the Bank as at the date of response to this Enforcement Notice: [insert information] 41 AND/OR *Option 2 The Cessionary hereby requests [RELEVANT BANK], to confirm the Final Balance in respect of the Bank Accounts which are listed below as well as all other bank accounts held by the Cedent with the Bank as at the date of response to this Enforcement Notice. AND/OR *Option 3 The Cessionary hereby requests [RELEVANT BANK], to suspend the operation of, and confirm the Final Balances of, the Bank Accounts which are listed below as well all other bank accounts held by the Cedent with the Bank as at the date of response to this Enforcement Notice. The Cessionary further requests [RELEVANT BANK], to transfer the Final Balance/s into account number ___________ (“the Cessionary’s Account”) on or before the ________ day of ______ 20_, subject to paragraph 5.10 of the Notice. Name of Account [RELEVANT BANK] Account Number [ - ] Final Balance [ - ] Kindly acknowledge receipt of this Enforcement Notice by replying to the following email address_________. Yours Faithfully Signed at ______________on the _____________day of ________________20___ Cessionary’s Authorised Signatory 1 Name: Capacity: Signature: 42 Cessionary’s Authorised Signatory 2 Name: Capacity: Signature: 43 SCHEDULE 3 SPECIMEN ACCESSION UNDERTAKING TO BE PLACED ON NEW CESSIONARY’S LETTERHEAD Attention: With a copy to be sent to each Cedent specified in the Notice Date: Dear Sirs ACCESSION UNDERTAKING We, _______________ (the New Cessionary ) refer to the Notice in respect of the Cession in Security provided by ([RELEVANT BANK], ) to ____________ (the Cedent ) and the (the Transferring Cessionary ) dated ____________ (the Notice ). Unless specifically defined in this accession undertaking, terms and expressions defined in the Notice shall bear the same meaning when used herein. The Transferring Cessionary, by its signature hereto, hereby confirms that it has ceded, delegated or otherwise transferred its rights under the Cession in Security and Notice to the New Cessionary. The New Cessionary hereby confirms that it has accepted the rights and obligations of the Transferring Cessionary under the Cession in Security and the Notice. Accordingly, with effect from the date of this accession undertaking, all references to the “Cessionary” under the Notice shall be deemed to refer to the New Cessionary. Kindly acknowledge receipt of this Enforcement Notice by replying to the following email address_________. 44 Yours Faithfully Signed at ______________on the _____________day of ________________20___ New Cessionary’s Authorized Signatory 1 Name: Capacity: Signature: New Cessionary’s Authorized Signatory 2 Name: Capacity: Signature: Transferring Cessionary’s Authorized Signatory 1 Name: Capacity: Signature: Transferring Cessionary’s Authorized Signatory 2 Name: Capacity: Signature: 45 SCHEDULE 4 SPECIMEN INFORMATION NOTICE TO BE PLACED ON CESSIONARY’S LETTERHEAD Attention: With a copy to be sent to each Cedent specified in the Notice Date: ____________ Dear Sirs INFORMATION NOTICE We, _______________ (“the Cessionary ”) refer to the Notice in respect of the Cession in Security provided by (“[RELEVANT BANK],”) to (the Cedent ) and the Cessionary dated ____________ (“the Notice ”). Unless specifically defined in this Information Notice, terms and expressions defined in the Notice shall bear the same meaning when used herein. The Cessionary hereby confirms that it is entitled to enforce its rights under the Cession in Security in respect of Bank Accounts listed in the table below, and as well as all other bank accounts held by the Cedent with the Bank as at the date of response to this Information Notice. Accordingly, this letter serves as a formal Information Notice by the Cessionary to [RELEVANT BANK], as is contemplated in the Notice, in respect of the Bank Accounts. The Cessionary hereby requests [RELEVANT BANK], to provide it with the following information in respect of the Known Bank Accounts which are listed below: Name of Account [RELEVANT BANK] Account Number [ - ] as well as the all other bank accounts held by the Cedent with the Bank as at the date of response to this Enforcement Notice: [insert information requested] 46 Kindly acknowledge receipt of this Information Notice by replying to the following email address_________. Yours Faithfully Signed at ______________on the _____________day of ________________20___ Cessionary’s Authorised Signatory 1 Name: Capacity: Signature: Cessionary’s Authorised Signatory 2 Name: Capacity: Signature: 1 SIGNATURE PAGES Signed at Parkhurst on 27 February 2025 for LESAKA TECHNOLOGIES, INC. (in its capacity as Cedent ) /s/ Daniel Smith Signature Daniel Smith Name of Signatory Group Chief Financial Officer Designation of Signatory 2 Signed at CAPE TOWN on 27 February 2025 for LESAKA TECHNOLOGIES PROPRIETARY LIMITED (in its capacity as obligors' agent and Term/RCF Borrower ) /s/ Naeem Ebrahim Kola Signature Naeem Ebrahim Kola Name of Signatory GCOO Designation of Signatory 3 Signed at Woodmead on 27 February 2025 for BOWWOOD AND MAIN NO 408 (RF) PROPRIETARY LIMITED (in its capacity as Debt Guarantor ) /s/ Phillemon Ledwaba Signature Phillemon Ledwaba Name of Signatory Duly Authorised Designation of Signatory 4 Signed at Sandon on 27 February 2025 for FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION) (in its capacity as Facility Agent ) /s/ Kedy Mazibuko Signature Kedy Mazibuko Name of Signatory Authorised Designation of Signatory /s/ Eric Mphohoni Signature Eric Mphohoni Name of Signatory Authorised Signatory Designation of Signatory --- ## EX-10.51 SEC source: [ex1051.htm](https://www.sec.gov/Archives/edgar/data/1041514/000156276225000106/ex1051.htm) 1 SUBORDINATION AGREEMENT between LESAKA TECHNOLOGIES PROPRIETARY LIMITED (as Term/RCF Borrower) and THE PERSONS LISTED IN [Annexure A](#a3509) (as Original Subordinated Parties) and THE PERSONS LISTED IN [Annexure B](#a3740) (as Original Obligors) and THE PERSONS LISTED IN [Annexure C](#a3973) (as Original Lenders) and FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION) (as Facility Agent) and BOWWOOD AND MAIN NO 408 (RF) PROPRIETARY LIMITED (as Debt Guarantor) Exhibit 10.51 i TABLE OF CONTENTS [1](#a315) [PARTIES](#a315) [................................ ................................ ................................ ...................... 1](#a315) [2](#a393) [INTERPRETATION](#a393) [................................ ................................ ................................ ..... 1](#a393) [3](#a1229) [BACKGROUND](#a1229) [................................ ................................ ................................ ........... 7](#a1229) [4](#a1255) [SUBORDINATION](#a1255) [................................ ................................ ................................ ....... 8](#a1255) [5](#a1573) [PROOF OF CLAIMS](#a1573) [................................ ................................ ................................ .. 10](#a1573) [6](#a1693) [TURNOVER OF NON-PERMITTED RECOVERIES](#a1693) [................................ .................. 11](#a1693) [7](#a1799) [CONSENTS](#a1799) [................................ ................................ ................................ ................ 12](#a1799) [8](#a1829) [REPRESENTATIONS](#a1829) [................................ ................................ ................................ . 12](#a1829) [9](#a2212) [WAIVER OF DEFENCES](#a2212) [................................ ................................ ........................... 15](#a2212) [10](#a2342) [DEFAULT INTEREST](#a2342) [................................ ................................ ................................ 16](#a2342) [11](#a2401) [ADDITIONAL SUBORDINATED PARTIES](#a2401) [................................ ............................... 16](#a2401) [12](#a2562) [CHANGES TO THE PARTIES](#a2562) [................................ ................................ ................... 17](#a2562) [13](#a2660) [STIPULATION FOR THE BENEFIT OF THE ADDITIONAL FINANCE](#a2660) [PARTIES](#a2660) [................................ ................................ ................................ .................... 18](#a2660) [14](#a2677) [NOTICES](#a2677) [................................ ................................ ................................ ................... 18](#a2677) [15](#a3210) [GENERAL](#a3210) [................................ ................................ ................................ .................. 23](#a3210) [16](#a3430) [GOVERNING LAW](#a3430) [................................ ................................ ................................ .... 25](#a3430) [17](#a3444) [ENFORCEMENT](#a3444) [................................ ................................ ................................ ....... 25](#a3444) ANNEXURES [ANNEXURE](#a3509) [A](#a3509) [- ORIGINAL SUBORDINATED PARTIES](#a3509) [ANNEXURE B](#a3740) [- ORIGINAL OBLIGORS](#a3740) [ANNEXURE C](#a3973) [- ORIGINAL LENDERS](#a3973) [ANNEXURE D](#a4120) [- DOCUMENTS TO BE DELIVERED BY AN ADDITIONAL](#a4120) [SUBORDINATED PARTY](#a4120) [ANNEXURE E](#a4369) [- FORM OF ACCESSION LETTER](#a4369) 1 1 PARTIES 1.1 The Parties to this Agreement are - 1.1.1 Lesaka Technologies Proprietary Limited (as Term/RCF Borrower); 1.1.2 the persons listed in [Annexure A](#a3509) (as Original Subordinated Parties); 1.1.3 the persons listed in [Annexure B](#a3740) (as Original Obligors); 1.1.4 the persons listed in [Annexure C](#a3973) (as Original Lenders); 1.1.5 FirstRand Bank Limited (acting through its Rand Merchant Bank division) (as Facility Agent); and 1.1.6 Bowwood and Main No 408 (RF) Proprietary Limited (as Debt Guarantor). 1.2 The Parties agree as set out below. 2 INTERPRETATION 2.1 Definitions In this Agreement, unless the context indicates a contrary intention, terms and expressions defined in the Common Terms Agreement have the same meaning and the following words and expressions bear the meanings assigned to them and cognate expressions bear corresponding meanings - 2.1.1 Accession Date means in relation to - 2.1.1.1 an Additional Subordinated Party that is an Additional Guarantor, the date on which that Additional Guarantor becomes a party to the Common Terms Agreement as an Obligor as contemplated in clause 26 ( Changes to the Obligors ) of the Common Terms Agreement; and 2.1.1.2 an Additional Subordinated Party that is not an Additional Guarantor, the date on which the Facility Agent delivers the notice to the Additional Subordinated Party and other Finance Parties as contemplated in clause [11.3;](#a2525) 2 2.1.2 Accession Letter in relation to any Additional Subordinated Party that - 2.1.2.1 is also an Additional Guarantor, has the meaning given to the term " Accession Letter " in the Common Terms Agreement; or 2.1.2.2 is not an Additional Guarantor, means an undertaking substantially in the form as set out in [Annexure E;](#a4369) 2.1.3 Additional Finance Parties means any person (other than the Debt Guarantor) who is or becomes a Finance Party (as such term is defined in the Common Terms Agreement), from time to time, in accordance with the Common Terms Agreement; 2.1.4 Additional Subordinated Parties means - 2.1.4.1 the Additional Guarantors; and 2.1.4.2 any person that accedes and becomes party to this Agreement in accordance with clause [11](#a2401) ( [Additional Subordinated Parties](#a2401) [)](#a2401) as a Subordinated Party; 2.1.5 Agreement means this subordination agreement, including all annexures hereto; 2.1.6 Common Terms Agreement means the written common terms agreement concluded or to be concluded on or about the Signature Date between, inter alios , the Term/RCF Borrower, Holdco, RMB, Investec and the Debt Guarantor; 2.1.7 Debt Guarantor means Bowwood and Main No 408 (RF) Proprietary Limited, registration number 2024/200503/07, a private company with limited liability duly incorporated in accordance with the laws of South Africa; 2.1.8 Facility Agent means RMB, acting in its capacity as agent for the Finance Parties, or any replacement facility agent which has become a party to the Common Terms Agreement as the Facility Agent in accordance with the terms of the Common Terms Agreement; 2.1.9 Finance Parties means - 2.1.9.1 the Debt Guarantor; 2.1.9.2 the Facility Agent; 2.1.9.3 the Original Lenders; and 3 2.1.9.4 the Additional Finance Parties; 2.1.10 Holdco means Lesaka UEPS Technologies, Inc, a Florida corporation; 2.1.11 Investec means Investec Bank Limited, registration number 1969/004763/06, a limited liability public company duly incorporated in South Africa, acting through its Investment Banking division: Corporate Solutions; 2.1.12 Obligors means the Original Obligors and each Additional Guarantor; 2.1.1 Original Lenders means the persons listed in [Annexure C;](#a3973) 2.1.2 Original Obligors means the persons listed in [Annexure B;](#a3740) 2.1.3 Original Subordinated Parties means the persons listed in [Annexure A;](#a3509) 2.1.4 Party means a party to this Agreement; 2.1.5 Release Date and Time has the meaning given to the term " Release Date and Time " in the Lesaka Release Agreement; 2.1.6 RMB means FirstRand Bank Limited, registration number 1929/001225/06, a limited liability public company duly incorporated in South Africa, acting through its Rand Merchant Bank division; 2.1.7 Senior Claims means all and any claims, whether actual or contingent, of the Finance Parties of whatsoever nature or howsoever arising against any Obligor under the Finance Documents; 2.1.8 Signature Date means the date of signature of this Agreement by the Party last signing; 2.1.9 Subordinated Claims means in relation to each Subordinated Party, all and any claims (including, inter alia , shareholder loans and intra-group loans) of any nature whatsoever, whether actual, prospective or contingent, direct or indirect, whether a claim for the payment of money (whether in respect of interest, principal or otherwise) or otherwise, which that Subordinated Party may now, or in the future, have or acquire against an Obligor or other member of the Covenant Group; 4 2.1.10 Subordinated Parties means the Original Subordinated Parties and each Additional Subordinated Party; 2.1.11 Subordination Period means the period beginning on the Release Date and Time and ending on the Final Discharge Date; and 2.1.12 Term/RCF Borrower means Lesaka Technologies Proprietary Limited, registration number 2002/031446/07, a private company with limited liability duly incorporated in accordance with the laws of South Africa. 2.2 Construction 2.2.1 Unless a contrary indication appears, a reference in this Agreement to - 2.2.1.1 the Facility Agent , any Finance Party , any Obligor , any Party , any Subordinated Party, the Debt Guarantor or any other person shall be construed so as to include its successors in title, permitted cessionaries and permitted transferees; 2.2.1.2 an amendment includes an amendment, supplement, novation, re-enactment, replacement, restatement or variation and amend, amended or amendments is to be construed accordingly; 2.2.1.3 assets includes businesses, undertakings, securities, properties, revenues or rights of every description and whether present or future, actual or contingent; 2.2.1.4 an authorisation includes authorisation, consent, approval, resolution, licence, permit, exemption, filing, notarisation, lodgement or registration; 2.2.1.5 authority includes any court or any governmental, intergovernmental or supranational body, agency, department or any regulatory, self-regulatory or other authority; 2.2.1.6 a disposal means a sale, transfer, cession, assignment, donation, grant, lease, licence or other alienation or disposal, whether voluntary or involuntary and whether pursuant to a single transaction or a series of transactions, and dispose will be construed accordingly; 2.2.1.7 this Agreement , the Common Terms Agreement , any Finance Document or any other agreement or instrument includes (without prejudice to any 5 prohibition on amendments) all amendments (however fundamental) to this Agreement, the Common Terms Agreement or that Finance Document or other agreement or instrument, including any amendment or novation providing for any increase in the amount of the Facilities or any additional facility or replacement facility; 2.2.1.8 the use of the word including followed by specific examples will not be construed as limiting the meaning of the general wording preceding it, and the eiusdem generis rule must not be applied in the interpretation of such general wording or such specific examples; 2.2.1.9 a person includes any individual, company, corporation, unincorporated association or body (including a partnership, trust, fund, joint venture or consortium), government, state, agency, organisation or other entity whether or not having separate legal personality; 2.2.1.10 a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but, if not having the force of law, being of a type with which any person to which it applies is accustomed to comply) of any governmental, inter-governmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation; 2.2.1.11 a provision of law is a reference to that provision as extended, applied, amended or re-enacted, and includes any subordinate legislation; 2.2.1.12 one gender includes a reference to the others; the singular includes the plural and vice versa ; natural persons include juristic persons and vice versa; and 2.2.1.13 a time of day is a reference to Johannesburg time. 2.2.2 Clause and Annexure headings are for ease of reference only and do not in any way affect the interpretation of this Agreement. 2.2.3 Unless a contrary indication appears, a word or expression used in any notice given under or in connection with this Agreement has the same meaning in that notice as in this Agreement. 6 2.2.4 A Default (other than an Event of Default) is continuing if it has not been remedied or waived in writing and an Event of Default is continuing if it has not been waived in writing. 2.2.5 If any provision in a definition is a substantive provision conferring rights or imposing obligations on any Party, notwithstanding that it appears only in an interpretation clause, effect shall be given to it as if it were a substantive provision of this Agreement. 2.2.6 The annexures to this Agreement form an integral part thereof and a reference to a clause or an annexure is a reference to a clause of, or an annexure to, this Agreement. 2.2.7 The rule of construction that, in the event of ambiguity, a contract shall be interpreted against the party responsible for the drafting thereof, shall not apply in the interpretation of this Agreement. 2.2.8 The use of the word including followed by specific examples will not be construed as limiting the meaning of the general wording preceding it, and the eiusdem generis rule must not be applied in the interpretation of such general wording or such specific examples. 2.2.9 The expiry or termination of this Agreement shall not affect those provisions of this Agreement that expressly provide that they will operate after any such expiry or termination or which of necessity must continue to have effect after such expiry or termination, notwithstanding that the clauses themselves do not expressly provide for this. 2.2.10 This Agreement shall to the extent permitted by applicable law be binding on and enforceable by the administrators, trustees, permitted cessionaries, business rescue practitioners or liquidators of the Parties as fully and effectually as if they had signed this Agreement in the first instance and reference to any Party shall be deemed to include such Party's administrators, trustees, permitted cessionaries, business rescue practitioners or liquidators, as the case may be. 2.2.11 The use of any expression in this Agreement covering a process available under South African law such as winding-up (without limitation) shall, if any of the parties to this Agreement is subject to the law of any other jurisdiction, be construed as including any equivalent or analogous proceedings under the law of such other jurisdiction. 7 2.2.12 Where figures are referred to in numerals and in words in this Agreement, if there is any conflict between the two, the words shall prevail. 2.2.13 Unless expressly otherwise provided in this Agreement or inconsistent with the context, any number of days prescribed in this Agreement must be calculated by including the first and excluding the last day, unless that last day falls on a day that is not a Business Day, in which case the last day will instead be the next Business Day. 2.2.14 If any amount paid to a Finance Party under a Finance Document is capable of being avoided or otherwise set aside on the liquidation or administration of the payer or otherwise, then that amount will not be considered to have been irrevocably discharged for the purposes of this Agreement. 2.3 Third party rights 2.3.1 Except as expressly provided for in this Agreement, no provision of this Agreement constitutes a stipulation for the benefit of any person who is not a party to this Agreement. 2.3.2 Notwithstanding any term of this Agreement, the consent of any person who is not a party to this Agreement is not required to rescind or vary this Agreement at any time except to the extent that the relevant variation or rescission (as the case may be) relates directly to the right conferred upon any applicable third party under a stipulation for the benefit of that party that has been accepted by that third party. 2.4 Facility Agent Unless inconsistent with the context or a contrary indication appears, references to the Facility Agent's written consent, approval of or any other similar action, decision or determination in this Agreement shall be to the Facility Agent acting on the instructions of the applicable Finance Parties in accordance with the terms of the applicable Finance Documents. 3 BACKGROUND 3.1 The Obligors and the Finance Parties have entered into, or will enter into, the Finance Documents. The Finance Parties require the Subordinated Claims to be subordinated to the Senior Claims, all on the terms and subject to the conditions set out in this Agreement. The 8 Subordinated Parties have agreed to subordinate the Subordinated Claims in favour of the Senior Claims. 3.2 The Parties wish to record in writing their agreement in respect of the above matters ancillary thereto. 4 SUBORDINATION 4.1 Subordination During the Subordination Period, each Subordinated Party hereby irrevocably and unconditionally subordinates its Subordinated Claims in favour of the Senior Claims. 4.2 Undertakings of the Subordinated Parties 4.2.1 In accordance with and to give effect to the subordination contained in clause [4.1,](#a1259) each Subordinated Party agrees that, save as may otherwise be expressly permitted in any Finance Document - 4.2.1.1 whether secured or unsecured, the Senior Claims will rank in priority to the Subordinated Claims; 4.2.1.2 it shall not demand, take, claim, receive or accept, directly or indirectly, payment of any of its Subordinated Claims; 4.2.1.3 it shall not take, accept or receive the benefit of any Security, guarantee, indemnity or other assurance from any Obligor or other member of the Covenant Group in respect of its Subordinated Claims; 4.2.1.4 it shall not demand, take, accept or receive any Distributions in relation to or on account of any Subordinated Claim; 4.2.1.5 it shall not obtain or enforce any judgment against any Obligor or other member of the Covenant Group in any jurisdiction in relation to any of its Subordinated Claims; 4.2.1.6 it shall not exercise its rights or powers (or take any steps to do so) in respect of any of its Subordinated Claims or otherwise against any Obligor or other member of the Covenant Group; 9 4.2.1.7 it shall not petition, or apply for a vote, in favour of any resolution for the winding-up, sequestration, business rescue, dissolution, de-registration or administration or any analogous or similar process with regard to any Obligor or other member of the Covenant Group; 4.2.1.8 it shall not allow any Subordinated Claims owed by and to it to be evidenced by a negotiable instrument; 4.2.1.9 it shall not allow any Subordinated Claims owed by and to it to be subordinated to any person other than in accordance with this Agreement; 4.2.1.10 it shall not take or omit to take any action which might impair the priority or subordination achieved or intended to be achieved by this Agreement; 4.2.1.11 it shall not in any way dispose of or encumber or create any Security over its Subordinated Claims or any part thereof to any person (or agree to do so) other than as contemplated in the Transaction Security; and 4.2.1.12 it shall not institute any legal proceedings of any nature against any Obligor or other member of the Covenant Group, arising out of any cause of action, in relation to any of the Subordinated Claims. 4.2.2 Each Subordinated Party subordinates the Subordinated Claims to the Senior Claims for the benefit of the Finance Parties so as to enable the Finance Parties to receive preferent payment in relation to the Senior Claims, ahead of the Subordinated Claims and so that - 4.2.2.1 the claims of the Finance Parties on account of the Senior Claims, both present and future, will rank in preference to its Subordinated Claims; and 4.2.2.2 subject to clause [5](#a1573) ( [Proof of claims](#a1573) ) below, in the event of the liquidation (whether provisional or final), winding-up, business rescue proceedings, receivership, de-registration, dissolution, sequestration or any other analogous or similar process in respect of any Obligor or other member of the Covenant Group, a Subordinated Party will not prove or seek to prove any Subordinated Claims without the prior written consent of the Facility Agent. 4.3 Undertakings of the Obligors 10 Each Obligor acknowledges the rights afforded to the Finance Parties under this Agreement in respect of the Subordinated Claims and agrees not to (and shall procure that no other Covenant Group member shall), save as may otherwise be expressly permitted in any Finance Document - 4.3.1 pay or repay or make any Distribution in respect of or on account of, any Subordinated Claims owed by it whether in cash or in kind from any source; 4.3.2 allow any Subordinated Claims owed by it (or any other member of the Covenant Group) in respect of which Security has been granted for the benefit of any Finance Party to be discharged; 4.3.3 allow to exist the benefit of any Security, guarantee, indemnity or other assurance against loss in respect of any Subordinated Claims owed by it (or any other member of the Covenant Group); 4.3.4 allow any Subordinated Claims owed by it (or any other member of the Covenant Group) to be evidenced by a negotiable instrument; 4.3.5 allow any Subordinated Claims owed by it (or any other member of the Covenant Group) to be subordinated to any other person other than in accordance with this Agreement; or 4.3.6 take or omit to take any action which might impair the priority or subordination achieved or intended to be achieved by this Agreement. 5 PROOF OF CLAIMS 5.1 Notwithstanding the provisions of clause [4](#a1255) ( [Subordination](#a1255) [)](#a1255) , a Subordinated Party shall be entitled to prove or seek to prove claims in respect of any Subordinated Claims - 5.1.1 with the prior written consent of the Facility Agent; or 5.1.2 in circumstances in which it may otherwise permanently lose its rights to file a claim against any Obligor (or other member of the Covenant Group) if a claim is not filed at that time (provided that prior written notice of such claim is given to the Finance Parties), provided that (in both such circumstances) – 11 5.1.3 such Subordinated Party notifies the Facility Agent in writing of such claim (and attaches a copy of the relevant claim to such notification) not less than 10 Business Days prior to filing any such claim; 5.1.4 each Subordinated Party hereby cedes (jointly and severally) in securitatem debiti all and any rights, title and interest in and to all and any amounts received or receivable by that Subordinated Party pursuant to any such claim to the Finance Parties as security for its obligations under the Finance Documents; and 5.1.5 any amount received by such Subordinated Party pursuant to any such claim shall be immediately paid by such Subordinated Party to the Facility Agent for distribution to the Finance Parties in accordance with the Finance Documents. 5.2 Each Subordinated Party agrees and undertakes that, in the event that business rescue proceedings have commenced in relation to an Obligor (or any other member of the Covenant Group), in accordance with the provisions of chapter 6 of the Companies Act, it shall exercise any voting rights it may have in respect of such Obligor (or other member of the Covenant Group) strictly in accordance with the instructions of the Facility Agent and that it shall not, to the extent permissible under applicable law - 5.2.1 vote to approve or oppose a proposed business rescue plan in relation to such business rescue proceedings in the manner contemplated in section 152(3) of the Companies Act; 5.2.2 provide, or call for, a vote of approval for the preparation and publication of a revised business rescue plan as contemplated in section 153(1) of the Companies Act; or 5.2.3 make a binding offer to purchase the voting interests of one or more persons who opposed adoption of the business rescue plan in the manner contemplated in section 153(1)(b)(ii) of the Companies Act, without the prior written consent of the Facility Agent. 6 TURNOVER OF NON-PERMITTED RECOVERIES 6.1 If contrary to the provisions clause [4.2](#a1278) or clause [4.3](#a1486) , any Obligor (or any other member of the Covenant Group) makes payment to any Subordinated Party and/or any Subordinated Party receives any payment on account of its Subordinated Claim, then that Subordinated Party shall, forthwith, pay the amount of such payment into a dedicated, single-purpose 12 proceeds bank account of that Subordinated Party held with a bank acceptable to the Facility Agent (a Proceeds Account ) or as the Facility Agent may from time to time direct in writing. 6.2 Each Subordinated Party cedes in securitatem debiti , individually and collectively, as a continuing general covering security for the punctual performance in full of all the payment obligations of the Subordinated Parties to the Finance Parties under this Agreement, all its rights and interest in and to its Proceeds Account and any monies standing to the credit of its Proceeds Account, which cession in securitatem debiti the Finance Parties hereby accept. To the extent necessary, each Obligor and each Subordinated Party hereby consents to any splitting of claims which may arise as a result of the cession contained in this clause [6.2.](#a1751) 6.3 Each Subordinated Party agrees that it may not encumber, withdraw or transfer any amount from its Proceeds Account, except as required under this Agreement or with the express prior consent of the Facility Agent. 7 CONSENTS Each Subordinated Party hereby - 7.1 irrevocably and unconditionally consents to the entry into by the Obligors of, and the implementation of, the terms of this Agreement and each Finance Document; and 7.2 waives any default or event of default (however described) under any document evidencing or recording the terms of any Subordinated Claim, that has arisen or may arise as a result of such entry into by the Obligors of, and the implementation of, the terms of this Agreement or any Finance Document. 8 REPRESENTATIONS Each Original Subordinated Party and Original Obligor makes the representations and warranties set out in this clause [8](#a1829) ( [Representations](#a1829) [)](#a1829) to each Finance Party on the Signature Date. A reference in this clause to "it" or "its" includes, unless the context otherwise requires, each Original Subordinated Party and Original Obligor. The Finance Parties enter into this Agreement on the strength of and relying on the representations and warranties set out in this clause [8](#a1829) ( [Representations](#a1829) [)](#a1829) , each of which is a separate representation and warranty, given without prejudice to any other representation or warranty and is deemed to be a material representation or warranty (as applicable) inducing the Finance Parties to enter into this Agreement. 13 8.1 Status 8.1.1 It is a corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation. 8.1.2 It has the power to own its assets and carry on its business as it is being conducted. 8.2 Binding obligations 8.2.1 The obligations expressed to be assumed by it in this Agreement are legal, valid, binding and enforceable obligations. 8.2.2 Without limiting the generality of clause [8.2.1](#a1894) above, this Agreement creates the Security which this Agreement purports to create and those security interests are valid and effective. 8.3 Non-conflict with other obligations The entry into and performance by it of, and the transactions contemplated by, this Agreement and the granting of Security, do not and will not - 8.3.1 conflict with - 8.3.1.1 any law or regulation applicable to it; 8.3.1.2 any of its constitutional documents; or 8.3.1.3 any agreement or instrument binding upon it or any of its assets or constitute a default or termination event (however described) under any such agreement or instrument; and/or 8.3.2 cause any negative pledge or other restriction imposed on it to be exceeded or breached. 14 8.4 Powers and authority 8.4.1 It has the legal capacity and power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, this Agreement and the transactions contemplated by this Agreement. 8.4.2 No limit on its powers will be exceeded as a result of the granting of the subordination or giving of indemnities contemplated by this Agreement. 8.5 Authorisations All authorisations required and any other acts, conditions or things required or desirable - 8.5.1 to enable it to lawfully to enter into, exercise its rights and comply with its obligations under this Agreement; 8.5.2 to make this Agreement admissible in evidence in South Africa; and 8.5.3 to carry on its business in the ordinary course and in all material respects as it is being conducted, have been obtained or effected and are in full force and effect. 8.6 Governing Law and enforcement 8.6.1 The choice of the law stated to be the governing law this Agreement will be recognised and enforced in South Africa. 8.6.2 Any judgment obtained in relation to this Agreement in the jurisdiction of the stated governing law of this Agreement will be recognised and enforced in South Africa. 8.7 Subordinated Claims 8.7.1 Each Subordinated Party is the sole legal and beneficial owner of the Subordinated Claims owed to it and, with effect from the Release Date and Time, the Subordinated Claims are free from any Security or option in favour of any person other than the Debt Guarantor. 8.7.2 The Subordinated Claims are not subject to any set-off, counterclaim or other defence. 15 8.8 Finance Documents It is familiar with the relevant terms, conditions, words and expressions in the Finance Documents that are incorporated into this Agreement (including all the defined terms contained therein and utilised in this Agreement) and agrees to be bound by the terms thereof. 8.9 Repetition The representations and warranties set out in this clause [8](#a1829) ( [Representations](#a1829) [)](#a1829) which are made by - 8.9.1 the Original Subordinated Parties and each Original Obligor, are deemed to be repeated by reference to the facts and circumstances then existing on the date of each Utilisation Request, the date of each Utilisation and on the first day of each Interest Period until the Final Discharge Date; and 8.9.2 each Additional Subordinated Party, are made on the relevant Accession Date and are deemed to be repeated by reference to the facts and circumstances then existing on the date of each Utilisation Request, the date of each Utilisation and on the first day of each Interest Period until the Final Discharge Date. 9 WAIVER OF DEFENCES The subordination and priority provisions in this Agreement and the obligations of the Subordinated Parties and Obligors under this Agreement will not be affected by any act, omission, matter or thing (whether or not known to the Subordinated Parties, the Obligors or the Finance Parties) which, but for this clause [9](#a2212) ( [Waiver of Defences](#a2212) [)](#a2212) , would reduce, release or prejudice the subordination of any of those obligations. This includes – 9.1 any time or waiver granted to, or composition with, any Obligor, member of the Covenant Group, or any other person; 9.2 any release of any Obligor, member of the Covenant Group, or any other person under the terms of any composition or arrangement; 9.3 the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or Security over assets of, any Obligor, member of the Covenant Group, or any other person; 16 9.4 any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any Security; 9.5 any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any Obligor, member of the Covenant Group, or any other person; 9.6 any amendment of a Finance Document or any other document or Security (including any extension of the Subordination Period); 9.7 any unenforceability, illegality or invalidity of any obligation of any Obligor, member of the Covenant Group, or any other person under any Finance Document or any other document or Security; or 9.8 any insolvency, business rescue or similar proceedings. 10 DEFAULT INTEREST 10.1 If a Subordinated Party fails to pay any amount payable by it under this Agreement on its due date, interest shall accrue on that overdue amount from the due date up to the date of actual payment (both before and after judgement) at a rate which is 2.00% higher than the rate which would have applied if the overdue amount had not become due. 10.2 Any interest accruing under this clause [10](#a2342) ( [Default Interest](#a2342) ) shall be immediately payable by the Subordinated Party on demand by the Facility Agent. 10.3 Interest (if unpaid) on an overdue amount will be compounded at the end of each calendar month, but will remain immediately due and payable. 11 ADDITIONAL SUBORDINATED PARTIES 11.1 During the Subordination Period, if any person (who is not a Subordinated Party) acquires any Subordinated Claim (or part thereof), becomes a shareholder of an Obligor, or advances any shareholder loan or other inter-company loan to any Obligor after the Signature Date, the applicable Obligor shall procure that such person accedes to this Agreement and delivers to the Facility Agent and the Debt Guarantor - 11.1.1 an Accession Letter agreeing to be bound by the terms and conditions of this Agreement as a Subordinated Party; and 11.1.2 in a form and substance satisfactory to the Facility Agent, all of the documents and other evidence contemplated in [Annexure D,](#a4120) 17 without delay and in any case on or before such person acquires the applicable Subordinated Claim (or part thereof), becomes a shareholder of the applicable Obligor, or advances the applicable shareholder loan or other inter-company loan to the applicable Obligor. 11.2 During the Subordinated Period, without derogating from the provisions of clause [4.2.1.11](#a1393) above, in the event that any Subordinated Claims are disposed by any Subordinated Party, that Subordinated Party shall, save to the extent that the acquirer of such claims is a Subordinated Party, procure that the acquirer of the Subordinated Claims accedes to this Agreement and delivers to - 11.2.1 the Facility Agent and the Debt Guarantor, an Accession Letter agreeing to be bound by the terms and conditions of this Agreement as a Subordinated Party; and 11.2.2 the Facility Agent, in a form and substance satisfactory to the Facility Agent, all of the documents and other evidence contemplated in, [Annexure D,](#a4120) without delay and in any case on the date on which the disposal becomes unconditional. 11.3 The Facility Agent shall notify such Additional Subordinated Party and the other Finance Parties as soon as reasonably possible after being satisfied it has received the documents and other evidence listed in [Annexure D.](#a4120) 11.4 Notwithstanding anything set out herein, the delivery of the documents and evidence listed in [Annexure D](#a4120) is solely for the benefit of the Finance Parties and the Facility Agent may, by notice to such Additional Subordinated Party and other Finance Parties, waive or defer delivery of the documents and evidence listed in [Annexure D](#a4120) , in whole or in part, and subject to any conditions (if any) as the Facility Agent may determine. 12 CHANGES TO THE PARTIES 12.1 Transfers by the Debt Guarantor The Debt Guarantor shall not cede any of its rights nor delegate any of its obligations under this Agreement without the prior consent of the Facility Agent. 12.2 Transfers by the Finance Parties Subject to the Common Terms Agreement, a Finance Party (other than the Debt Guarantor) may, at its cost, cede its rights under this Agreement (either absolutely or as collateral Security) to any person without notice to, or the consent of, the Obligors or Subordinated 18 Parties. To the extent that a splitting of claims arises as a result of the provisions of this clause [12.2](#a2575) ( [Transfers by the Finance Parties](#a2575) ), each Subordinated Party and each Obligor hereby consent to such splitting of claims. 12.3 Transfers by a Subordinated Party or an Obligor The Subordinated Parties and the Obligors may not cede any of their rights or delegate any of their obligations under this Agreement. 12.4 Additional Subordinated Party Each Additional Subordinated Party will become a Subordinated Party on the relevant Accession Date. 12.5 Additional Guarantor 12.5.1 Each person which becomes an Additional Guarantor under the Common Terms Agreement will become an Additional Subordinated Party and an Obligor as set out in the applicable Accession Letter. 12.5.2 An Additional Guarantor will become an Additional Subordinated Party and Obligor under this Agreement on the relevant Accession Date. 13 STIPULATION FOR THE BENEFIT OF THE ADDITIONAL FINANCE PARTIES The provisions of this Agreement which confer benefits upon the Finance Parties, shall constitute stipulations for the benefit of any person becoming an Additional Finance Party in accordance with the provisions of the Finance Documents, capable of acceptance at any time. To the extent that a splitting of claims arises as a result of the provisions of this clause [13](#a2660) ( [Stipulation for the](#a2660) [benefit of the Additional Finance Parties](#a2660) ), the Subordinated Parties and the Obligors hereby consent to such splitting of claims. 14 NOTICES 14.1 Communications in writing Any communication to be made under or in connection with this Agreement shall be made in writing and, unless otherwise stated, may be made by email or letter. 19 14.2 Addresses The address and email address (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with this Agreement is - 14.2.1 in the case of Holdco - Physical address: President Place, Jan Smuts Ave &, Bolton Rd, Rosebank, Johannesburg, 2196 ; Email: XXX with a copy to XXX; Attention: Chief Financial Officer - Daniel Smith; 14.2.2 in the case of the Term/RCF Borrower - Physical address: President Place, Jan Smuts Ave &, Bolton Rd, Rosebank, Johannesburg, 2196; Email: XXX with a copy to XXX; Attention: Chief Financial Officer - Daniel Smith; 14.2.3 in the case of each Original Subordinated Party that is an Obligor and each Original Obligor, the address and other details specified for the Term/RCF Borrower in [14.2.2;](#a2743) 14.2.4 in the case of any Additional Subordinated Party or any Additional Guarantor, as specified in its Accession Letter; 14.2.5 in the case of each Original Lenders - Physical address: as specified in [Annexure C;](#a3973) Email: as specified in [Annexure C;](#a3973) Attention: as specified in [Annexure C;](#a3973) 14.2.6 in the case of the Facility Agent - Physical address: 1 Merchant Place - 14th Floor, Cnr Fredman Drive and Rivonia Road, Sandton, 2196; 20 Email: XXX, XXX, XXX, XXX, XXX, XXX, XXX, XXX, XXX; Attention: Head of Transaction Management - Investment Banking Division; 14.2.7 in the case of the Debt Guarantor - Physical address: 1st Floor, Building 15, Woodlands Office Park, 20 Woodlands Drive, Woodmead 2191; Email: XXX; Attention: the Managing Director; or any substitute address or email address or department or officer as either Party may notify to the other Party by not less than five Business Days' notice. 14.3 Domicilia 14.3.1 Each Party chooses its physical address provided under or pursuant to clause [14.2](#a2698) ( [Addresses](#a2698) ) as its domicilium citandi et executandi at which documents in legal proceedings in connection with this Agreement may be served. 14.3.2 Either Party may by written notice to the other Party change its domicilium from time to time to another address, not being a post office box or a poste restante, in South Africa, provided that any such change shall only be effective on the fourteenth day after deemed receipt of the notice by the other Party under clause [14.4](#a2929) ( [Delivery](#a2929) ). 14.4 Delivery 14.4.1 Any communication or document made or delivered by one person to another under or in connection with this Agreement will only be effective when received by the recipient and, unless the contrary is proved, shall be deemed to be received - 14.4.1.1 if by way of email, be deemed to have been received on the first Business Day following the date of transmission; 14.4.1.2 if delivered by hand, be deemed to have been received at the time of delivery; and 21 14.4.1.3 if by way of courier service, be deemed to have been received on the seventh Business Day following the date of such sending, and provided, if a particular department or officer is specified as part of its address details under clause [14.2](#a2698) ( [Addresses](#a2698) ), if such communication or document is addressed to that department or officer. 14.4.2 Any communication or document to be made or delivered to the Facility Agent or the Debt Guarantor will be effective only when actually received by the Facility Agent or the Debt Guarantor and then only if it is expressly marked for the attention of the department or officer identified in clauses [14.2.6](#a2821) and [14.2.7](#a2874) , respectively (or any substitute department or officer as the Facility Agent or Debt Guarantor shall specify for this purpose). 14.5 Obligors 14.5.1 All communications under this Agreement to or from the Term/RCF Borrower must be sent through the Facility Agent. 14.5.2 All communications under this Agreement to or from an Obligor (other than the Term/RCF Borrower) must be sent through the Term/RCF Borrower. 14.5.3 Each Obligor (other than the Term/RCF Borrower) by its execution of the Common Terms Agreement or an Accession Letter has irrevocably appointed the Term/RCF Borrower (acting through one or more authorised signatories) to act on its behalf as its agent in relation to the Finance Documents and has irrevocably authorised - 14.5.3.1 the Term/RCF Borrower on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and to give all notices, information and instructions to execute on its behalf all documents under or in connection with the Finance Documents (including any Accession Letter), to make such agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Obligor notwithstanding that they may affect the Obligor, without further reference to or the consent of that Obligor; and 14.5.3.2 each Finance Party to give any notice, demand or other communication to that Obligor pursuant to the Finance Documents to the Term/RCF Borrower, 22 and in each case the Obligor shall be bound as though the Obligor itself had given the notices, information and instructions or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication. 14.5.4 Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Term/RCF Borrower or given to the Term/RCF Borrower under this Agreement on behalf of another Obligor or in connection with this Agreement (whether or not known to any other Obligor and whether occurring before or after such other Obligor became an Obligor under this Agreement) shall be binding for all purposes on that Obligor as if that Obligor had expressly made, given or concurred with it. 14.5.5 The respective liabilities of each of the Obligors under the Finance Documents shall not be in any way affected by - 14.5.5.1 any actual or purported irregularity in any act done, or failure to act, by the Term/RCF Borrower; 14.5.5.2 the Term/RCF Borrower acting (or purporting to act) in any respect outside any authority conferred upon it by any Obligor; or 14.5.5.3 any actual or purported failure by, or inability of, the Term/RCF Borrower to inform any Obligor of receipt by it of any notification under the Finance Documents. 14.5.6 In the event of any conflict between any notices or other communications of the Term/RCF Borrower and any other Obligor, those of the Term/RCF Borrower shall prevail. 14.5.7 Any communication given to the Term/RCF Borrower in connection with this Agreement will be deemed to have been given to the other Obligors. 14.5.8 A Finance Party may assume that any communication made by the Term/RCF Borrower on behalf of an Obligor is made with the knowledge and consent of that Obligor. 14.6 Notification of address and email address 23 As soon as reasonably practicable after receipt of notification of an address or email address or change of address or email address pursuant to clause [14.2](#a2698) ( [Addresses](#a2698) [)](#a2698) or changing its own address or email address, the Facility Agent shall notify the other Parties. 14.7 English language Any notice or other document given under or in connection with this Agreement must be in English. 15 GENERAL 15.1 Further assurances Each Subordinated Party and each Obligor undertakes at all times to do all such things, to perform all such acts and to take all such steps and to procure the doing of all such things, the performance of all such actions and the taking of all such steps as may be open to them and necessary for the putting into effect or maintenance of the terms, conditions and import of this Agreement. 15.2 Whole Agreement 15.2.1 This Agreement constitutes the whole of the agreement between the Parties relating to the matters dealt with herein. 15.2.2 This Agreement supersedes and replaces any and all agreements between the Parties (and other persons, as may be applicable) and undertakings given to or on behalf of the Parties (and other persons, as may be applicable) in relation to the subject matter hereof. 15.3 No implied terms No Party shall be bound by any express or implied term, representation, warranty, promise or the like, not recorded in this Agreement. 15.4 Variations to be in writing No addition to or variation, deletion, or agreed cancellation of all or any clauses or provisions of this Agreement will be of any force or effect unless in writing and signed by the Parties. 24 15.5 Costs and Expenses The Subordinated Parties and the Obligors shall pay to the Finance Parties the amount of all costs and expenses (including legal fees on the scale as between attorney and own client, whether incurred before or after judgment) incurred by the Finance Parties in connection with the enforcement of, or the preservation of any rights under, this Agreement. 15.6 Partial Invalidity If, at any time, any provision of this Agreement is or becomes illegal, invalid, unenforceable or inoperable in any respect under any law of any jurisdiction, neither the legality, validity, enforceability or operation of the remaining provisions nor the legality, validity, enforceability or operation of such provision under the law of any other jurisdiction will in any way be affected or impaired. The term inoperable in this clause [15.6](#a3293) ( [Partial Invalidity](#a3293) ) shall include, without limitation, inoperable by way of suspension or cancellation. 15.7 Provisions severable All provisions and the various clauses of this Agreement are, notwithstanding the manner in which they have been grouped together or linked grammatically, severable from each other. Any provision or clause of this Agreement which is or becomes unenforceable in any jurisdiction, whether due to voidness, invalidity, illegality, unlawfulness or for any other reason whatsoever, shall, in such jurisdiction only and only to the extent that it is so unenforceable, be treated as pro non scripto and the remaining provisions and clauses of this Agreement shall remain of full force and effect. The Parties declare that it is their intention that this Agreement would be executed without such unenforceable provision if they were aware of such unenforceability at the time of execution hereof. 15.8 Rights and remedies 15.8.1 No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies of each Finance Party under this Agreement - 15.8.1.1 are cumulative and not exclusive of its rights under the general law; 15.8.1.2 may be exercised as often as the Finance Party requires; and 25 15.8.1.3 may be waived only in writing and specifically. 15.8.2 Delay in the exercise or non-exercise of any right is not a waiver of that right. 15.9 Extensions and waivers No latitude, extension of time or other indulgence which may be given or allowed by any Party to any other Party in respect of the performance of any obligation or enforcement of any right under this Agreement, and no single or partial exercise of any right by any Party, shall be construed to be an implied consent by such Party or operate as a waiver or a novation of, or otherwise affect any of that Party’s rights under or in connection with this Agreement or estop such Party from enforcing, at any time and without notice, strict and punctual compliance with each and every provision or term of this Agreement. 15.10 Independent advice Each Subordinated Party and Obligor acknowledges that it has been free to secure independent legal and other advice as to the nature and effect of all of the provisions of this Agreement and that it has either taken such independent legal and other advice or dispensed with the necessity of doing so. Further, each Subordinated Party and Obligor acknowledges that all of the provisions of this Agreement and the restrictions therein contained are part of the overall intention of the Parties in connection with this Agreement. 15.11 Counterparts This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement. 16 GOVERNING LAW This Agreement and any non-contractual obligations arising out of or in connection with it are governed by South African law. 17 ENFORCEMENT 17.1 The Parties hereby irrevocably and unconditionally consent to the non-exclusive jurisdiction of the High Court of South Africa, Gauteng Division, Johannesburg (or any successor to that division) in regard to all matters arising from this Agreement (including a dispute relating to the existence, validity or termination this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) ( Dispute ). 26 17.2 The Parties agree that the courts of South Africa are the most appropriate and convenient courts to settle Disputes. The Parties agree not to argue to the contrary and waive objection to this court on the grounds of inconvenient forum or otherwise in relation to proceedings in connection with this Agreement. 17.3 Clause [17.1](#a3448) is for the benefit of the Finance Parties. As a result, no Finance Party shall be prevented from taking proceedings relating to a Dispute in any other court with jurisdiction. To the extent allowed by law, the Finance Parties may take concurrent proceedings in any number of jurisdictions. 27 ANNEXURE A - ORIGINAL SUBORDINATED PARTIES No. Name of Original Subordinated Party Jurisdiction of Incorporation Registration number (or equivalent, if any) 1. Lesaka Technologies Proprietary Limited South Africa 2002/031446/07 2. Lesaka Technologies, Inc, State of Florida, United States N/A 3. Prism Holdings Proprietary Limited South Africa 1998/018949/07 4. Net1 Finance Holdings Proprietary Limited South Africa 1998/020801/07 5. EasyPay Proprietary Limited South Africa 1983/008597/07 6. Prism Payment Technologies Proprietary Limited South Africa 1990/005062/07 7. EasyPay Financial Services Proprietary Limited South Africa 1998/020799/07 8. Cash Connect Management Solutions Proprietary Limited South Africa 2017/029430/07 9. Deposit Manager Proprietary Limited South Africa 2010/016889/07 10. Cash Connect Rentals Proprietary Limited South Africa 2009/007139/07 11. Main Street 1723 Proprietary Limited South Africa 2019/300711/07 12. Adumo (RF) Proprietary Limited South Africa 2017/540380/07 13. Adumo Management Company Proprietary Limited South Africa 2021/147994/07 14. Adumo Technologies Proprietary Limited South Africa 2000/029811/07 15. Adumo Payouts Proprietary Limited South Africa 2005/010672/07 16. Adumo Payments Proprietary Limited South Africa 2015/427833/07 17. GAAP Point-of-Sale Proprietary Limited South Africa 1999/003571/07 18. Ovobix (RF) Proprietary Limited South Africa 2013/068120/07 19. Luxaino 227 Proprietary Limited South Africa 2018/605739/07 20. K2021477132 (South Africa) Proprietary Limited South Africa 2021/477132/07 28 21. Easypay Cash Proprietary Limited South Africa 2001/028826/07 29 ANNEXURE B - ORIGINAL OBLIGORS No. Name of Original Subordinated Party Jurisdiction of Incorporation Registration number (or equivalent, if any) 1. Lesaka Technologies Proprietary Limited South Africa 2002/031446/07 2. Lesaka Technologies, Inc, State of Florida, United States N/A 3. Prism Holdings Proprietary Limited South Africa 1998/018949/07 4. Net1 Finance Holdings Proprietary Limited South Africa 1998/020801/07 5. EasyPay Proprietary Limited South Africa 1983/008597/07 6. Prism Payment Technologies Proprietary Limited South Africa 1990/005062/07 7. EasyPay Financial Services Proprietary Limited South Africa 1998/020799/07 8. Cash Connect Management Solutions Proprietary Limited South Africa 2017/029430/07 9. Deposit Manager Proprietary Limited South Africa 2010/016889/07 10. Cash Connect Rentals Proprietary Limited South Africa 2009/007139/07 11. Main Street 1723 Proprietary Limited South Africa 2019/300711/07 12. Adumo (RF) Proprietary Limited South Africa 2017/540380/07 13. Adumo Management Company Proprietary Limited South Africa 2021/147994/07 14. Adumo Technologies Proprietary Limited South Africa 2000/029811/07 15. Adumo Payouts Proprietary Limited South Africa 2005/010672/07 16. Adumo Payments Proprietary Limited South Africa 2015/427833/07 17. GAAP Point-of-Sale Proprietary Limited South Africa 1999/003571/07 18. Ovobix (RF) Proprietary Limited South Africa 2013/068120/07 19. Luxaino 227 Proprietary Limited South Africa 2018/605739/07 20. K2021477132 (South Africa) Proprietary Limited South Africa 2021/477132/07 30 21. Easypay Cash Proprietary Limited South Africa 2001/028826/07 31 ANNEXURE C - ORIGINAL LENDERS Name of Original Lender Registration number Details for the purposes of clause [14](#a2677) ( [NOTICES)](#a2677) FirstRand Bank Limited (acting through its Rand Merchant Bank division) (as Original Senior RCF Lender and Original Senior Term Facility Lender) 1929/001225/06 Physical address: Floor, 1 Merchant Place, C/O Fredman Dr. and Rivonia Rd, Sandton, 2196 Email: XXX XXX XXX XXX XXX XXX XXX XXX Attention: Head of Transaction Management - Investment Banking Division Investec Bank Limited (acting through its Investment Banking division: Corporate Solutions) (as Original Senior RCF Lender and Original Senior Term Facility Lender) 1969/004763/06 Physical address: 100 Grayston Drive, Sandown, Sandton, Johannesburg, 2196 Email: XXX;XXX; XXX Attention: Head of Investment Banking FirstRand Bank Limited (acting through its Rand Merchant Bank 1929/001225/06 Physical address: 32 division) (as Original WCF Lender) 9th Floor, 1 Merchant Place, C/O Fredman Dr. and Rivonia Rd, Sandton, 2196 Email: XXX Attention: Head of Legal FirstRand Bank Limited (acting through its Wesbank division) (as WesBank) 1929/001225/06 Physical address: WesBank, Enterprise Road, Fairland, 2170 Email: XXX Attention: WesBank Legal: ABF and FML 33 ANNEXURE D - DOCUMENTS TO BE DELIVERED BY AN ADDITIONAL SUBORDINATED PARTY 1 Accession Letter An Accession Letter, duly executed by the Additional Subordinated Party. 2 Constitutional documents A copy of the constitutional documents of the Additional Subordinated Party. 3 Resolutions 3.1 A copy of a resolution of the board of directors of the Additional Subordinated Party - 3.1.1 approving the terms of, and the transactions contemplated by, the Accession Letter and this Agreement and resolving that it execute Accession Letter; 3.1.2 to the extent required under the Companies Act, authorising it, for all purposes required under sections 45 and/or 46 of the Companies Act (as applicable), to provide the " financial assistance " and to make any " distribution " that may arise as a result of its entry into of this Agreement; 3.1.3 authorising a specified person or persons to execute the Accession Letter on its behalf; and 3.1.4 authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices to be signed and/or despatched by it under or in connection with this Agreement. 3.2 To the extent required under the Companies Act, a copy of the special resolution/s of the holders of the issued shares in that Additional Subordinated Party, approving the granting of any " financial assistance " by that Additional Subordinated Party pursuant to the Finance Documents to which it is a party under, and in compliance with, section 45 of the Companies Act. 3.3 To the extent required by the Companies Act, any other applicable law or the Constitutional Documents of that Additional Subordinated Party, a copy of a resolution duly passed by the holders of the issued shares of that Additional Subordinated Party, approving the terms of, and the transactions contemplated by, the Finance Documents to which that that Additional Subordinated Party. 34 4 Formalities certificate A formalities certificate of the Additional Subordinated Party addressed to the Facility Agent - 4.1 setting out a specimen of the signature of each person authorised by the resolution referred to in paragraph [3](#a4153) of this [Annexure D](#a4120) in relation to the Finance Documents and related documents to which it is a party; and 4.2 certifying that each copy document relating to it listed in this [Annexure D](#a4120) is correct, complete and in full force and effect and has not been amended or superseded. 5 Legal opinions 5.1 A legal opinion of the legal advisers to the Finance Parties, addressed to the Facility Agent for and on behalf of the Finance Parties, in respect of the legality, validity and enforceability of the Accession Letter. 5.2 A legal opinion of the legal advisers to the Additional Subordinated Party in connection with the capacity, powers and authority of the Additional Subordinated Party to enter into and perform its obligations under the Accession Letter and the due execution of the Accession Letter. 6 Know your customer requirements All documentation required by the Finance Parties in order for them to complete all applicable know-your-customer or similar procedures, as required by the Finance Parties in connection with the transactions contemplated by the Accession Letter. 7 Other documents and evidence A copy of any other authorisation or other document, opinion or assurance which the Facility Agent considers to be necessary or desirable in connection with the entry into and performance of the transactions contemplated by the Accession Letter or for the validity and enforceability thereof. 35 ANNEXURE E - FORM OF ACCESSION LETTER To : FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION) (as Facility Agent) From: [ Entity ] (as Additional Subordinated Party) 20 Dear all, Subordination Agreement dated [ - ] (" Agreement ") 1 We refer to the Agreement. 2 This is an Accession Letter and terms used in this Accession Letter have the same meanings as in the Agreement. 3 [ Entity ] agrees, with effect from the date of this Accession Letter, to become an Additional Subordinated Party under the Agreement and to be bound by the terms of the Agreement as a Subordinated Party pursuant to with clause [10](#a2342) ( [DEFAULT INTEREST](#a2342) [)](#a2342) of the Agreement. 4 [ Entity ] is a company duly incorporated under the laws of [name of relevant jurisdiction]. 5 For the purposes of clause [14.2.4](#a2779) of the Agreement, [ Entity ] administrative details are as follows – Address: [ - ]; Email Address: [ - ]; For the attention of: [ - ]. 6 This Accession Letter is a Finance Document. 7 This Accession Letter may be executed in any number of counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of this Accession Letter. 8 This Accession Letter and any non-contractual obligations arising out of or in connection with it are governed by South African law. 36 Signed at on 20___ for [ - ] PROPRIETARY LIMITED (as Additional Subordinated Party) Signature Name of Signatory Designation of Signatory 37 Accepted by the Facility Agent: Accepted this the day of 2025 for FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION) (in its capacity as Facility Agent ) Signature Name of Signatory Designation of Signatory 38 Accepted by the Debt Guarantor: Accepted this the day of 2025 for BOWWOOD AND MAIN NO 408 (RF) PROPRIETARY LIMITED (in its capacity as Debt Guarantor ) Signature Name of Signatory Designation of Signatory 39 SIGNATURE PAGES Signed at CAPE TOWN on 27 February 2025 for LESAKA TECHNOLOGIES PROPRIETARY LIMITED (in its capacity as obligors' agent, Term/RCF Borrower , Original Subordinated Party and Original Obligor ) /s/ Naeem Ebrahim Kola Signature Naeem Ebrahim Kola Name of Signatory GCOO Designation of Signatory 40 Signed at CAPE TOWN on 27 February 2025 for CASH CONNECT MANAGEMENT SOLUTIONS PROPRIETARY LIMITED (in its capacity as Original Subordinated Party and Original Obligor ) /s/ Naeem Ebrahim Kola Signature Naeem Ebrahim Kola Name of Signatory GCOO Designation of Signatory 41 Signed at CAPE TOWN on 27 February 2025 for EASYPAY FINANCIAL SERVICES PROPRIETARY LIMITED (in its capacity as Original Subordinated Party and Original Obligor ) /s/ Naeem Ebrahim Kola Signature Naeem Ebrahim Kola Name of Signatory GCOO Designation of Signatory 42 Signed at Parkhurst on 27 February 2025 for LESAKA TECHNOLOGIES INC (in its capacity as Original Subordinated Party and Original Obligor ) /s/ Daniel Smith Signature Daniel Smith Name of Signatory Group Chief Financial Officer Designation of Signatory 43 Signed at CAPE TOWN on 27 February 2025 for PRISM HOLDINGS PROPRIETARY LIMITED (in its capacity as Original Subordinated Party and Original Obligor ) /s/ Naeem Ebrahim Kola Signature Naeem Ebrahim Kola Name of Signatory GCOO Designation of Signatory 44 Signed at CAPE TOWN on 27 February 2025 for NET1 FINANCE HOLDINGS PROPRIETARY LIMITED (in its capacity as Original Subordinated Party and Original Obligor ) /s/ Naeem Ebrahim Kola Signature Naeem Ebrahim Kola Name of Signatory GCOO Designation of Signatory 45 Signed at CAPE TOWN on 27 February 2025 for EASYPAY PROPRIETARY LIMITED (in its capacity as Original Subordinated Party and Original Obligor ) /s/ Naeem Ebrahim Kola Signature Naeem Ebrahim Kola Name of Signatory GCOO Designation of Signatory 46 Signed at CAPE TOWN on 27 February 2025 for PRISM PAYMENT TECHNOLOGIES PROPRIETARY LIMITED (in its capacity as Original Subordinated Party and Original Obligor ) /s/ Naeem Ebrahim Kola Signature Naeem Ebrahim Kola Name of Signatory GCOO Designation of Signatory 47 Signed at JHB on 27/02/2025 2025 for DEPOSIT MANAGER PROPRIETARY LIMITED (in its capacity as Original Subordinated Party and Original Obligor ) /s/ Steven John Heilbron Signature Steven John Heilbron Name of Signatory Director Designation of Signatory 48 Signed at JHB on 27/02 2025 for CASH CONNECT RENTALS PROPRIETARY LIMITED (in its capacity as Original Subordinated Party and Original Obligor ) /s/ Steven John Heilbron Signature Steven John Heilbron Name of Signatory Director Designation of Signatory 49 Signed at CAPE TOWN on 27 February 2025 for MAIN STREET 1723 PROPRIETARY LIMITED (in its capacity as Original Subordinated Party and Original Obligor ) /s/ Naeem Ebrahim Kola Signature Naeem Ebrahim Kola Name of Signatory GCOO Designation of Signatory 50 Signed at Parkhurst on 27 February 2025 for ADUMO (RF) PROPRIETARY LIMITED (in its capacity as Original Subordinated Party and Original Obligor ) /s/ Daniel Smith Signature Daniel Smith Name of Signatory Group Chief Financial Officer Designation of Signatory 51 Signed at Cape Town on 27 February 2025 for ADUMO MANAGEMENT COMPANY PROPRIETARY LIMITED (in its capacity as Original Subordinated Party and Original Obligor ) /s/ Grant Michael Manicom Signature Grant Michael Manicom Name of Signatory Director Designation of Signatory 52 Signed at Cape Town on 27 February 2025 for ADUMO TECHNOLOGIES PROPRIETARY LIMITED (in its capacity as Original Subordinated Party and Original Obligor ) /s/ Grant Michael Manicom Signature Grant Michael Manicom Name of Signatory Director Designation of Signatory 53 Signed at Cape Town on 27/02/2025 2025 for ADUMO PAYOUTS PROPRIETARY LIMITED (in its capacity as Original Subordinated Party and Original Obligor ) /s/ Stephen John Mallaby Signature Stephen John Mallaby Name of Signatory Director Designation of Signatory 54 Signed at Cape Town on 27 February 2025 for ADUMO PAYMENTS PROPRIETARY LIMITED (in its capacity as Original Subordinated Party and Original Obligor ) /s/ Grant Michael Manicom Signature Grant Michael Manicom Name of Signatory Director Designation of Signatory 55 Signed at Durban on 27 February 2025 for GAAP POINT-OF-SALE PROPRIETARY LIMITED (in its capacity as Original Subordinated Party and Original Obligor ) /s/ Irshaad Essa Signature Irshaad Essa Name of Signatory Financial Director Designation of Signatory 56 Signed at JHB on 27/02/2025 2025 for OVOBIX (RF) PROPRIETARY LIMITED (in its capacity as Original Subordinated Party and Original Obligor ) /s/ Steven John Heilbron Signature Steven John Heilbron Name of Signatory Director Designation of Signatory 57 Signed at CAPE TOWN on February 27 2025 for LUXAINO 227 PROPRIETARY LIMITED (in its capacity as Original Subordinated Party and Original Obligor ) /s/ Naeem Ebrahim Kola Signature Naeem Ebrahim Kola Name of Signatory GCOO Designation of Signatory 58 Signed at CAPE TOWN on February 27 2025 for K2021477132 (SOUTH AFRICA) PROPRIETARY LIMITED (in its capacity as Original Subordinated Party and Original Obligor ) /s/ Naeem Ebrahim Kola Signature Naeem Ebrahim Kola Name of Signatory GCOO Designation of Signatory 59 Signed at CAPE TOWN on February 27 2025 for EASYPAY CASH PROPRIETARY LIMITED (in its capacity as Original Subordinated Party and Original Obligor ) /s/ Naeem Ebrahim Kola Signature Naeem Ebrahim Kola Name of Signatory GCOO Designation of Signatory 60 Signed at Sandon on 27 February 2025 for FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION) (in its capacity as Original Senior RCF Lender and Original Senior Term Facility Lender ) /s/ Kedy Mazibuko Signature Kedy Mazibuko Name of Signatory Authorised Designation of Signatory /s/ Eric Mphohoni Signature Eric Mphohoni Name of Signatory Authorised Signatory Designation of Signatory 61 Signed at Sandon on 27 February 2025 for INVESTEC BANK LIMITED (ACTING THROUGH ITS INVESTMENT BANKING DIVISION: CORPORATE SOLUTIONS) (in its capacity as Original Senior RCF Lender and Original Senior Term Facility Lender ) /s/ Kerry Caldwell Signature Kerry Caldwell Name of Signatory Authorised signatory Designation of Signatory /s/ Sean Rule Signature Sean Rule Name of Signatory Authorised Signatory Designation of Signatory 62 Signed at JHB on 27 Feb 25 2025 for FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION) (in its capacity as Original WCF Lender ) /s/ Wally Laurens Signature Wally Laurens Name of Signatory Authorised Designation of Signatory /s/ Kedy Mazibuko Signature Kedy Mazibuko Name of Signatory Authorised Designation of Signatory 63 Signed at JOHANNESBURG on 28/02/25 2025 for FIRSTRAND BANK LIMITED (ACTING THROUGH WESBANK DIVISION) (in its capacity as WesBank ) /s/ Sharon Bekker Signature Sharon Bekker Name of Signatory Sales Manager Designation of Signatory Signature Name of Signatory Designation of Signatory 64 Signed at Sandton on 27 February 2025 for FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION) (in its capacity as Facility Agent ) /s/ Kedy Mazibuko Signature Kedy Mazibuko Name of Signatory Authorised Designation of Signatory /s/ Eric Mphohoni Signature Eric Mphohoni Name of Signatory Authorised Signatory Designation of Signatory 65 Signed at Woodmead on 27 February 2025 for BOWWOOD AND MAIN NO 408 (RF) PROPRIETARY LIMITED (in its capacity as Debt Guarantor ) /s/ Phillemon Ledwaba Signature Phillemon Ledwaba Name of Signatory Duly Authorised Designation of Signatory --- ## EX-10.52 SEC source: [ex1052.htm](https://www.sec.gov/Archives/edgar/data/1041514/000156276225000106/ex1052.htm) 1 Facility letter no: CM/02/Lesaka/2025 27 February 2025 The Directors Lesaka Technologies Proprietary Limited 4th Floor President Place Cnr. Jan Smuts Avenue & Bolton Road, Rosebank Johannesburg South Africa 2196 Attention: Daniel Smith (Group Chief Financial Officer) GENERAL BANKING FACILITY AGREEMENT FIRSTRAND BANK LIMITED (Reg. No. 1929/001225/06) (“ the Bank ”), has pleasure in offering Lesaka Technologies Proprietary Limited, registration number 2002/031446/07 and each entity which has executed this General Banking Facility Agreement (also referred to herein as the “ General Banking Facility Agreement ”), (individually " the Borrower ”, collectively “ the Borrowers ”), the general banking facilities described below (“ the Facility ” and each a “ Facility ”) , subject to the terms and conditions set out in this General Banking Facility Agreement and the Bank’s General Terms and Conditions Version GTC0118NS (“ the GTC’s ”). RECORDAL: COMMON TERMS AGREEMENT Utilisation of the Facilities recorded in this General Banking Facility Agreement are subject to the terms and conditions of the Common Terms Agreement entered into on or about the date of this General Banking Facility Agreement by and between, amongst others, Lesaka Technologies, Inc. (as the Holdco), Lesaka Technologies Proprietary Limited, registration number 2002/031446/07 (as the Term/RCF Borrower), the WCF Borrowers and FirstRand Bank Limited (acting through its Rand Merchant Bank division) (as original Senior Lenders) (the “ CTA ”) which are incorporated by reference herein. This General Banking Facility Agreement constitutes a Finance Document as defined in CTA. Capitalised terms not otherwise defined herein shall bear the meaning ascribed to them in the CTA. 1 Merchant Place PO Box 786273 Switchboard +27 11 282 8000 Cnr Fredman Dr and Rivonia Rd Sandton 2196 Sandton 2146 South Africa Website rmb.co.za Exhibit 10.52 2 The obligation of the Bank to make the facilities (or any of them) available under this General Banking Facility Agreement and to allow any utilisation under any of the facilities under this General Banking Facility Agreement, and the right of each WCF Borrower to utilise any facility under this General Banking Facility Agreement, are subject to fulfilment of the initial conditions precedent (the " Initial Conditions Precedent ") (as provided for in clauses 5.1) of the CTA and the Special Terms set forth below. 1 FACILITIES 1.1. Short Term Direct Borrower/s: Lesaka Technologies Proprietary Limited (Reg. no. 2002/031446/07) Easy Pay Financial Services (Pty) Ltd (Reg. no. 1998/020799/07) Cash Connect Management Solutions Proprietary Limited (Reg. no. 2006/010530/07) Main Street 1723 Proprietary Limited (Reg. no. 2019/300711/07) Adumo (RF) Proprietary Limited (Reg. no. 2017/540380/07 ) Facility Amount: R700,901,000 (seven hundred million nine hundred and one thousand Rand). Utilisation: General Banking Products. Term of Facility: Demand Facility. Special Terms: The granting and continued use of this Short Term Direct facility is subject to the following conditions: - The utilisation of this Facility by Cash Connect Management Solutions (Pty) Ltd may not exceed R170,000,000; - The utilisation of this Facility by Main Street 1723 Proprietary Limited may not exceed R100,000,000; - The utilisation of this Facility by Adumo (RF) Proprietary Limited may not exceed R3,500,000. 3 1.2. Short Term Direct Borrower/s: Lesaka Technologies Proprietary Limited (Reg. no. 2002/031446/07) Cash Connect Management Solutions (Pty) Ltd (Reg. no. 2006/010530/07) Main Street 1723 Proprietary Limited (Reg. no. 2019/300711/07) Facility Amount: R7,500,000 (seven million five hundred thousand Rand). Utilisation: Corporate Credit Cards. Term of Facility: Demand Facility. Special Terms: The granting and continued use of this Short Term Direct facility is subject to the following conditions: - The utilisation of this Facility by Lesaka Technologies Proprietary may not exceed an aggregate amount of R5,000,000; - The utilisation of this Facility by Cash Connect Management Solutions (Pty) Ltd, may not exceed R1,000,000; and - The utilisation of this Facility by Main Street 1723 Proprietary Limited may not exceed R1,500,000. 1.3. Short Term Direct Borrower/s: Lesaka Technologies Proprietary Limited (Reg. no. 2002/031446/07) Facility Amount: R12,000,000 (twelve million Rand). Utilisation: Auto Cards. Term of Facility: Demand Facility. 4 1.4. Short Term Direct Borrower/s: Lesaka Technologies Proprietary Limited (Reg. no. 2002/031446/07) Cash Connect Management Solutions Proprietary Limited (Reg. no. 2006/010530/07) Main Street 1723 Proprietary Limited (Reg. no. 2019/300711/07) Facility Amount: R23,500,000 (twenty three million five hundred thousand Rand). Utilisation: Fleet Cards. Term of Facility: Demand Facility. Special Terms: The granting and continued use of this Short Term Direct facility is subject to the following conditions: - The utilisation of this Facility by Lesaka Technologies Proprietary Limited, may not exceed R20,500,000; - The utilisation of this Facility by Cash Connect Management Solutions (Pty) Ltd, may not exceed R1,000,000; and - The utilisation of this Facility by Main Street 1723 Proprietary Limited may not exceed R2,000,000. 1.5. Short Term Contingent Borrower/s: Lesaka Technologies Proprietary Limited (Reg. no. 2002/031446/07) Cash Connect Management Solutions Proprietary Limited (Reg. no. 2006/010530/07) Main Street 1723 (Pty) Ltd (Reg. no. 2019/300711/07) Facility Amount: R4,700,000 (four million seven hundred thousand Rand). Utilisation: Guarantees. Term of Facility: Demand Facility. Special Terms: The granting and continued use of this Short Term Contingent facility is subject thereto that. 5 - Individual guarantees issued under this Facility must be in the format acceptable to the Bank and must have expiry dates not exceeding 12 (twelve) months from date of issue, alternatively same must provide for notice of cancellation by the Bank with the notice period not to exceed 3 (three) months; - The utilisation of this Facility by Cash Connect Management Solutions Proprietary Limited, may not exceed R2,350,000; and - The utilisation of this Facility by Main Street 1723 Proprietary Limited may not exceed R2,350,000. 1.6. Long Term Contingent Borrower/s: Cash Connect Management Solutions Proprietary Limited (Reg. no. 2006/010530/07) Main Street 1723 Proprietary Limited (Reg. no. 2019/300711/07) Facility Amount: R6,000,000 (six million Rand). Utilisation: Financial guarantees. Term of Facility: Demand Facility. Special Terms: Individual guarantees issued under this Facility must be in the format acceptable to the Bank; - The utilisation of this Facility by Cash Connect Management Solutions (Pty) Ltd, may not exceed R2,000,000; and - The utilisation of this Facility by Main Street 1723 Proprietary Limited may not exceed R4,000,000. 1.7. Long Term Contingent Borrower/s: Lesaka Technologies Proprietary Limited (Reg. no. 2002/031446/07) Facility Amount: R28,000,000 (twenty eight million Rand). Utilisation: Guarantee/s in favour of the City of Cape Town; Term of Facility: Demand Facility. 6 Special Terms: The granting and continued use of this Long Term Contingent facility is subject thereto that: - Individual guarantees issued under this Facility must be in the format acceptable to the Bank and must have expiry dates not exceeding 30 June 2025, alternatively same must provide for notice of cancellation by the Bank with the notice period not to exceed 3 (three) months. 1.8. Long Term Contingent Borrower/s: Lesaka Technologies Proprietary Limited (Reg. no. 2002/031446/07) Facility Amount: R5,000,000 (five million Rand). Utilisation: Guarantee/s in favour of Eskom Holdings SOC Ltd. Term of Facility: Demand Facility. Special Terms: The granting and continued use of this Long Term Contingent facility is subject thereto that individual guarantees issued under this Facility must be in the format acceptable to the Bank and must have expiry dates not exceeding 4 years from date of issue. 1.9. Short Term Pre-Settlement Borrower/s: Lesaka Technologies Proprietary Limited (Reg. no. 2002/031446/07) Cash Connect Management Solutions Proprietary Limited (Reg. no. 2006/010530/07) Facility Amount: R14,000,000 (fourteen million Rand) (margined). Utilisation: Forward Exchange Contracts. Term of Facility: Demand Facility. Special Terms: The granting and continued use of this Short Term Pre-Settlement facility is subject thereto that: 7 - The utilisation of this Facility by Cash Connect Management Solutions Proprietary Limited may not exceed R2,000,000; and - The utilisation of this Facility by Lesaka Technologies Proprietary Limited may not exceed R12,000,000. 1.10. Settlement Borrower/s: Lesaka Technologies Proprietary Limited (Reg. no. 2002/031446/07) Cash Connect Management Solutions Proprietary Limited (Reg. no. 2006/010530/07) EasyPay Proprietary Limited (Reg. no. 1983/008597/07) Cash Connect Rentals Proprietary Limited (Reg. no. 2009/007139/07) Facility Amount: R326,000,000 (Three hundred and twenty six million Rands). Utilisation: Settlement. Term of Facility: Demand Facility. Special Terms: The granting and continued use of this Settlement facility is subject thereto that: - The total Facility Amount of this Settlement Facility will be made available for utilisation by the Borrower/s for the first 6 (six) days of each month. On the 7 th day of each month, the Facility Amount of this Settlement Facility will automatically reduce to R50,000,000 (fifty million Rand), without further notice to the Borrower/s. 2 FURTHER SPECIAL TERMS TO THE FACILITIES. 2.1. The granting and use of the Facilities by a Borrower is subject to the fulfilment of the Initial Conditions Precedent; 2.2. The Borrowers and the Bank agree that the Single Balance Cash Management Scheme (as defined in the GTC’s) shall apply in respect of the Borrower’s Demand Deposit Accounts except for those that are excluded by agreement. 8 3. TERMS AND CONDITIONS APPLICABLE TO THE FACILITIES 3.1. Subject to 2.2 below, the provisions of the GTC’s (GTC0118NS) are incorporated herein and shall apply to each Facility and its utilisation. 3.2. The following provisions of the CTA are incorporated mutatis mutandis by reference into this General Banking Facility Agreement and shall apply to the Facilities as if repeated herein in full: 3.3. Clause 8.1 to clause 8.3 (Prepayment and Cancellation). 3.4. Clause 14 (Tax Gross-Up, Tax Indemnity) 3.5. Clause 15 (Changes in Costs); 3.6. Clause 20 (Representations); 3.7. Clause 21 (Information Undertakings); 3.8. Clause 23 (General Undertakings); and 3.9. Clause 24 (Events of Default). Neither the expiry or termination of any provision of the CTA nor the repayment of the indebtedness or cancellation of the commitments thereunder shall affect the operation and/or enforceability of any provision of the CTA which is incorporated by reference in this General Banking Facility Agreement and such provision shall remain of full force and effect as incorporated in this General Banking Facility Agreement as though such expiry, termination, repayment and/or cancellation has not occurred. 3.10. Utilisation of a Facility may be also subject to the relevant Borrower being required to conclude further agreement(s) and/or document(s) in relation to specific banking products (“ Transaction Annexure/s ”). 3.11. Any inconsistency between the provisions of this General Banking Facility Agreement, the provisions of the CTA which is incorporated by reference herein, the GTC’s and/or a Transaction Annexure will be resolved by applying the following (descending) order of preference: 3.11.1. a/the Transaction Annexure/s; 3.11.2. This General Banking Facility Agreement ; 9 3.11.3. the CTA; and 3.11.4. the GTC’s. 3.12 For so long as the provisions of the CTA apply to the General Banking Facility Agreement, the following provisions of the CTA will override the following provisions of the GTC's: 3.12.1 Clause 14 (Tax Gross-up and indemnities) of the CTA replaces clauses 7.2 and 7.3 of the GTC's; 3.12.2 Clause 20 (Representations) of the CTA replaces clause 9 (Warranties) of the GTC's; 3.12.3 Clauses 21 (Information Undertakings), 22 (Financial Covenants) and 23 (General Undertakings) of the CTA replaces clause 10 (Undertakings) of the GTC's; 3.12.4 Clause 15 (Changes in Costs) of the CTA replaces Clause 11 (Change in Circumstances) of the GTC's; 3.12.5 Clause 8.3 (Mandatory prepayment – change of control or transfer of business) of the CTA replaces Clause 13 (Change in Control) of the GTC's; 3.12.6 Clause 24 (Events of Default) of the CTA replaces Clause 14 (Events of Defaults of the GTC's); 3.12.7 Clause 34 (Notices) of the CTA replaces Clause 17 (Notices and Addresses for Legal Proceedings) of the GTC's; 3.12.8 Clauses 23.19 (Environmental Matters) replaces clause 23 (Environmental Responsibility) of the GTC's; 3.12.9 Clause 25 (Changes to Lenders) replaces clause 22.2 of the GTC's; 3.12.10 Clause 18 (Costs and Expenses) of the CTA replaces clause 25 (Costs) of the GTC's; and 3.12.11 Clause 36 (Confidentiality) of the CTA replaces clause 26 (Disclosures and Privacy) of the GTC's. 3.13. In amplification of the above, where any definition (including the events of default), representation, warranty or undertaking is reflected or given in more than one of the above documents in respect of substantially the same matter, the definition, event of default, representation, warranty or undertaking reflected or given in a particular document will apply to the exclusion of (and not co- extensively with) the corresponding definition, representation, warranty or undertaking given in any document below it in the order of preference stated above. 10 3.14 Words and phrases defined in the GTC’s shall bear the same meaning assigned to them when used in this General Banking Facility Agreement unless the contrary is indicated. 4. DEBT GUARANTOR AND RELATED SECURITY 4.1 The Facilities shall be secured, inter alia , by all the Security Documents and guarantees required under the CTA, including but not limited to the following: 4.1.1 Security Cession & Pledge; 4.1.2 The Holdco Cession & Pledge; 4.1.3 The Transaction Security (Annexure G of the CTA); 4.1.5 the Guarantee and Indemnity set out in clause 19 of the CTA; and 4.1.6 The Debt Guarantee. 5. FINANCIAL COVENANTS 5.1. The Borrower shall ensure that for the duration of each Facility, the Financial Covenants as provided for in clause 22 of the CTA are maintained, with the same measurement periods as provided for therein being applied. 5.2. In the event that the CTA is settled or terminated prior to the termination of any Facility, the Bank reserves the right to amend or continue to apply the Financial Covenants to the Facilities. In the event of the Borrower not accepting any such amended financial covenants the Bank reserves the right to cancel the Facilities whereupon all amounts outstanding under the Facilities will become due and payable. 6. AVAILABILITY OF THE FACILITY 6.1 Subject to the terms of this General Banking Facility Agreement, each Facility shall be made available by the Bank to the relevant Borrower as and when required by the Borrower, provided that: 6.1.1 the aggregate of all amounts utilised under each Facility at any time shall not, at any time exceed the facility limit of that Facility; 11 6.1.2 the aggregate amount of the face value of any guarantees and/or letters of credit issued against the relevant Facilities and which remain in issue and all amounts utilised under the relevant Facilities at any time in the form of guarantees and/or letters of credit shall not, at any time exceed the facility limits; and 6.1.3 save for the requirement for the delivery of any drawdown or other request in connection with the utilisation of any Facility and save for an Event of Default or a breach of any of the terms and conditions of this General Banking Facility Agreement or the CTA, the Initial Conditions Precedent have then been satisfied (or waived by the Bank in writing). 7. EVENT OF DEFAULT 7.1. If an Event of Default has occurred and is continuing the Bank shall have the right to immediately suspend and cancel each Facility, and, without prejudice to any other rights which the Bank may have pursuant to the CTA or at law, to require the Borrower to immediately repay all amounts outstanding under each Facility in terms of this General Banking Facility Agreement. 7.2. Should any Borrower at any time become obliged to make any mandatory prepayments (under the provisions of clause 8 of the CTA) or to pay any or all amounts outstanding on any or all of the Facilities, then that Borrower shall on the date on which that Borrower becomes liable to make such payments place on deposit in an interest bearing account with the Bank an amount equal to all contingent and pre- settlement exposure (including but not limited to guarantees and/or forward exchange contracts liabilities) of the Bank under the Facilities which are not yet due and payable. Should any deposit be made as aforesaid, that Borrower hereby pledges and cedes (but not an out and out cession) all amounts so deposited and all rights in and to such account to the Bank as continuing covering security for that Borrower's obligations with regard to such liabilities, provided that in the event of such liabilities ceasing to exist, the amount of the deposit that would not be required to discharge the liability shall thereupon be returned to the relevant Borrower. 8. REPAYMENT 8.1. Notwithstanding the provisions of clause 7 above, where a Facility is a demand facility, the Bank may at any time, by way of written notice: 8.1.1. demand immediate repayment and/or performance by the Borrowers of all amounts and/or all obligations owing to the Bank under the Facilities; and/or 12 8.1.2. immediately terminate the Facilities; and in any such event the Borrowers shall be obliged to immediately repay all amounts owing under the Facilities and/or to immediately perform all its obligations under the Facilities, as the case may be. 8.2. Notwithstanding clause 8.1, the Bank may in its discretion require repayment or performance by the Borrowers of their obligations or termination of the Facilities at such later date as may appear in the notice. 8.3. All payments and/or monies received by the Bank shall be appropriated firstly in settlement of the Bank’s costs and fees, thereafter to the arrear or penalty interest (if any), thereafter to interest, and thereafter the balance (if any) to the principal debt due and/or owing to the Bank, provided that the longest outstanding principal debt due and/or owing shall be settled first. 8.4. The Bank shall have the right to debit to an account at the Bank in the name of any Borrower any costs and fees for which the Borrowers are liable and all amounts paid by the Bank for and on behalf of the Borrowers pursuant to the provision of the Facilities, as well as any interest (including penalty interest) accruing on the Facilities, in terms of the Facility Terms and Condition. 9. EXISTING AGREEMENTS AND ROLLOVER The Parties record that the Bank has made facilities available to the Borrowers under the Existing GBF Agreements (defined below). The Parties agree that, on and with effect from the date on which this General Banking Facility Agreement becomes unconditional according to its terms, any utilisation, including but not limited to any overdraft exposure, term loan outstandings, guarantees or Letters of credit issued or FEC’s entered into and/or any other banking accommodation granted or in respect of any other products provided by the bank to the borrowers and correspondingly marked against the particular product line as well as any associated documents which relate to such utilisation, issue or banking accommodation, provided under Facility Letter no: LM/CCMS/01/2021 and Facility Letter no: CM/01/LesakaBridge/2024, as amended (each an “Existing GBF Agreement” and collectively “the Existing GBF Agreements”) shall be deemed to be a utilisation under the corresponding Facility under this General Banking Facility Agreement and shall be subject to the terms and conditions of this General Banking Facility Agreement, as read with the GTC’s and each existing utilisation made by a Borrower under the Existing GBF Agreements, which remains outstanding in relation to the Bank (“ the GBF Rollover Utilisation ”):- 13 9.1. is hereby transferred and assigned to the Borrowers without any notice or other action by any person; 9.2. each GBF Rollover Utilisation will be deemed to be a utilisation made by a Borrower under this General Banking Facility Agreement and shall continue in force for the full duration of its original tenor under an Existing GBF Agreements, provided that: a) the rights and obligations of the Parties under any transaction annexures or similar documents originally signed by a Borrower in connection with any such GBF Rollover Utilisation, shall continue to be of full force and effect in relation to the GBF Rollover Utilisation to which it relates until that GBF Rollover Utilisation is repaid or otherwise discharged hereunder; b) the rights and obligations of the Parties in respect of that GBF Rollover Utilisation shall in all other respects be subject to the terms of this General Banking Facility Agreement (as if it were a utilisation of a Facility originally made by the Borrower under this General Banking Facility Agreement). 10. PRICING AND COMMITMENT FEES 10.1. Pricing (including applicable interest rates, commitment fees and other pricing) will be in accordance with the Bank's usual fees in force from time to time, save to the extent that the Bank and the Borrowers have agreed otherwise in terms of a written pricing schedule or agreement (“t he Pricing Letter ”). 10.2. Commitment Fee effective date: where a commitment fee is payable on any Facility in accordance with the terms of this General Banking Facility Agreement or a separate Pricing Letter, such fee is effective and payable from the date the Bank makes the Facility available to the Borrower. This applies equally to any increase, temporary increase or seasonal increase and temporary facility which the Bank may make available. 10.3. The initial pricing on the Facility listed in clause 1.1 above will be set out below, but subject to the Bank’s annual pricing review: Interest Rate: Prime Rate less 50bps (fifty basis points). In this regards “Prime Rate” means the interest rate from time to time published by the Bank as being its prime overdraft rate, calculated on a 365 (three hundred and sixty-five) day year irrespective of 14 whether the applicable year is a leap year, as certified by any manager of the Bank, whose appointment and designation need not be proven. Interest will be levied at the Interest Rate and compounded monthly. Interest shall be calculated on the daily outstanding balance and capitalised monthly in arrears. Commitment Fee: 70bps (seventy basis points) per annum (excluding VAT), where utilisation of this Facility is less than 90%, will be calculated daily and payable monthly in arrears. Annual Review Fee: 15bps (fifteen basis points) excluding VAT. Capital Holding Fee: 94bps (ninety four basis points) (excluding VAT) per annum, on the Facility Amount as described in clause 1.1 above, calculated daily and payable monthly in arrears. 11. ACCEPTANCE Although the Bank intends to review the Facilities annually, the Bank may conduct the review at any time. This General Banking Facility Agreement, if accepted, will be in substitution of and not in addition to all previous Facility Letters provided to the Borrowers, including but not limited to the Existing GBF Agreements; Please acknowledge your agreement to the above by signing the two originals of this General Banking Facility Agreement and initialling the GTC’s and returning one of each to us. You should retain the other duplicate original for yourself. This General Banking Facility Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the General Banking Facility Agreement. We thank you for your support and look forward to conducting business with you in future. Yours faithfully 15 For and behalf of: FirstRand Bank Limited (acting through its Rand Merchant Bank division). /s/ Wally Laurens /s/ Kedy Mazibuko Authorised signatory Authorised signatory Accepted at ….CAPE TOWN....………………........... this …27…….. day of February 2025. For and on behalf of: Lesaka Technologies Proprietary Limited (Reg. No. 2002/031446/07) Naeem Ebrahim Kola Full name of duly authorised signatory Full name of duly authorised signatory GCOO Capacity / Office Capacity / Office /s/ Naeem Ebrahim Kola Signature (who warrants his/her authority) Signature (who warrants his/her authority) 16 For and on behalf of: Cash Connect Management Solutions Proprietary Limited (Reg. no. 2006/010530/07) Naeem Ebrahim Kola Full name of duly authorised signatory Full name of duly authorised signatory GCOO Capacity / Office Capacity / Office /s/ Naeem Ebrahim Kola Signature (who warrants his/her authority) Signature (who warrants his/her authority For and on behalf of: Easy Pay Financial Services Proprietary Limited (Reg. No. 1998/020799/07) Naeem Ebrahim Kola Full name of duly authorised signatory Full name of duly authorised signatory GCOO Capacity / Office Capacity / Office /s/ Naeem Ebrahim Kola Signature (who warrants his/her authority) Signature (who warrants his/her authority 17 For and on behalf of: Adumo (RF) Proprietary Limited (Reg. No. 2017/540380/07) Daniel Luke Smith Full name of duly authorised signatory Full name of duly authorised signatory Director Capacity / Office Capacity / Office /s/ Daniel Luke Smith Signature (who warrants his/her authority) Signature (who warrants his/her authority For and on behalf of: EasyPay Proprietary Limited (Reg. no. 1983/008597/07) Naeem Ebrahim Kola Full name of duly authorised signatory Full name of duly authorised signatory GCOO Capacity / Office Capacity / Office /s/ Naeem Ebrahim Kola 18 For and on behalf of: Main Street 1723 Proprietary Limited (Reg. no. 2019/300711/07) Naeem Ebrahim Kola Full name of duly authorised signatory Full name of duly authorised signatory GCOO Capacity / Office Capacity / Office /s/ Naeem Ebrahim Kola Signature (who warrants his/her authority) Signature (who warrants his/her authority For and on behalf of: Cash Connect Rentals Proprietary Limited (Reg. no. 2009/007139/07) Steven John Heilbron Full name of duly authorised signatory Full name of duly authorised signatory Director Capacity / Office Capacity / Office /s/ Steven John Heilbron --- ## EX-10.53 SEC source: [ex1053.htm](https://www.sec.gov/Archives/edgar/data/1041514/000156276225000106/ex1053.htm) 1 CONTRACT OF EMPLOYMENT BETWEEN LESAKA TECHNOLOGIES PROPRIETARY LIMITED ("the Company") AND DANIEL LUKE SMITH ("the Employee") 1. EMPLOYMENT 1.1 The Company employs the Employee, who accepts employment in accordance with the terms and conditions of this contract. 1.2 In this agreement unless the context indicates otherwise the male shall import the female and the singular shall include the plural and vice versa. 1.3 The Company hereby appoints the Employee to the position of Chief Financial Officer for Lesaka Technologies Proprietary Limited, subject to the Employee satisfying the Company’s normal requirements regarding his previous outside employment etc, which includes satisfactory reference and credit checks. 1.4 The following aspects are extracted from the Company Staff Manual, available to all Employees, obtainable from the respective manager, and are covered in greater depth therein. 2. DURATION 2.1 Subject to 2.2 and 9, this agreement shall commence on 1 October 2024 and the contract period is 3 years from your date of joining. This contract shall be terminable by either party by giving not less than three month's written notice of termination. 2.2 The Company may utilise the Employee's services at whatever place and in whatever capacity as may be required during the currency of this agreement. 2.3 The first three months will be considered a probationary period. 3. REMUNERATION 3.1 The Employee’s remuneration will be determined on the basis of the total direct cost to the Company, excluding any statutory deductions, which the Employee and the Company are liable for. The Employee’s total direct cost to the Company will be R6 000 000-00 per annum. 3.2 The Employee will receive his emoluments monthly in arrears. 3.3 The Employee shall be eligible to earn a discretionary cash incentive award in respect of each full fiscal year during the Employment Period as determined in the sole discretion of the Remuneration Committee of the Lesaka Technologies, Inc. Board. Any such award (and the terms and conditions of such award) shall be based upon the Employee's performance and such Exhibit 10.53 2 other factors as the Remuneration Committee shall determine in its discretion, which may include the Group’s performance during such year. 4. HOURS OF WORK 4.1 The Employee’s ordinary hours of work will be 40 hours per week or 160 hours per 4-week cycle, excluding lunch hours. 4.2 The Employee will be required to work a five-day week from Monday to Friday. Normal working hours will be determined by the Employee’s manager. 4.3 At the discretion of the Company the Employee may be required to work on weekends and Public Holidays in accordance with the work schedule or alternatively as the need arises. 4.4 The Employee acknowledges that the Company has the right to change the hours of work, from time to time, in terms of its operational requirements. 5. LEAVE ENTITLEMENT 5.1 ANNUAL LEAVE The Employee acknowledges that he will qualify for 25 working days leave in respect of each completed 12-month period of service, (or 2.08 working days per month). This is based on a five-day working week. All rules pertaining to this leave are set out in the Company’s Leave Policy. 5.2 SICK LEAVE 5.2.1 The Employee is only entitled to paid sick leave in the event that they are unable to work due to sickness or injury subject to the requirements contained in the Company’s leave policy. 5.2.2 Employees will accumulate sick leave at the rate of one (1) days sick leave per every twenty- six (26) days worked during the first six (6) months of employment. Thereafter, employees who work a 5-day work week are entitled to 30 days sick leave per 3- year sick leave cycle and employees who work a 6-day work week are entitled to a 36 days sick leave per 3-year sick leave cycle 5.3 FAMILY RESPONSIBILITY LEAVE Where the Employee has completed four months of service, the Employee will be entitled to three days of paid leave per year for the following: 5.4.1 when the Employee’s child is sick; or 5.4.2 in the event of death of: 5.4.2.1 the Employee’s spouse or life partner; or 5.4.2.2 the Employee’s parent, adoptive parent, grandparent, child, adopted child, grandchild or sibling. Please note that the Company requires reasonable proof of the above. 3 6. MEDICAL AID You have the option to join the Company’s Medical Aid Scheme with Discovery Medical Health or Bankmed of which you will have to pay the full contribution. 7. EMPLOYEE’S DUTIES 7.1 The Employee shall be expected to satisfactorily perform such duties as may be required from time to time as determined by the Company. 7.2 The Employee agrees and undertakes to obey all reasonable and lawful orders and instructions, which may be given by any person employed by the Company who is in a managerial or supervisory position. 7.3 The Employee confirms that he is capable and competent to perform the duties for which he has been employed and that he has the necessary skills and knowledge to perform competently and to the satisfaction of the Company. 7.4 It is expressly agreed by the Employee that that should the work as set out in the job description, be unavailable, he will be prepared to perform any other suitable work which falls within his vocational abilities. 7.5 The Employee agrees and undertakes to devote all time and attention during working hours to conducting the Company's business. 7.6 The Employee agrees and undertakes not to engage in activities which would detract from the proper performance of Company's duties, nor to be engaged in any other kind of business without first having obtained the Company's written authority to do so. 7.7 If the Employee is unable to report for duty, for any reason, then the Employee undertakes to contact his manager before he is due to report for duty and notify him of such reasons. 8. COPYRIGHT 8.1 The Employee acknowledges that the Company shall, by operation of law, become the owner of the copyright in any work, which is eligible for copyright and which is created or executed by the Employee, whether alone or with others, in the course and scope of employment. 8.2 Insofar as it may be necessary, the Employee cedes and assigns to the Company the copyright of any work created or executed by the Employee, whether alone or with others, in the course and scope of employment. 8.3 The Employee undertakes not to exercise any residuary rights in respect of any work created or executed by the Employee, whether alone or with others, in the course and scope of employment with the Company. 8.4 All work created or executed by the Employee and for which copyright exists shall, unless the Employee establishes the contrary, be deemed to have been created or executed in the course and scope of employment with the Company. 4 9. TERMINATION FOR MISCONDUCT OR ILLNESS 9.1 Subject to fair procedures being adhered to, this agreement may be terminated by the Company summarily at any time and without any payment in lieu of notice if, at any time, the Employee is guilty of any serious misconduct or commits a breach of a material obligation under this agreement or is guilty of any act which at common law would entitle the Company summarily to terminate this agreement. 9.2 If the Employee is absent for an unreasonable long time due to illness, the Company is entitled to terminate the contract after a fair procedure and investigation into the health position of the worker. 9.3 The Company reserves the right to request the Employee to undergo a medical examination at any time at the Company's expense to assist in determining the Employee's fitness to continue Employment. 9.4 The Employee guarantees that at the time of signing this contract, he is free of any notifiable, contagious illness. If the Employee should discover any such illness after employment, he will immediately inform the Company. 9.5 You agree that by virtue of your employment, you are bound by the principles of the REDS check Database which applies to you, both during and after termination of your employment. 9.6 Should your employment with the Company be terminated for any reason related to dishonesty, your name and biographical details will be recorded on a central database, the REDS check Database administered by the Banking Association of South Africa. If you were to resign to avoid facing a disciplinary process relating to misconduct involving an element of dishonesty or if the Company, after termination of your employment, were to uncover serious misconduct by you involving an element of dishonesty committed whilst still employed, the Company shall be entitled to convene a REDS check enquiry. The purpose of the enquiry shall be to determine whether you should be listed on the REDS check Database and to afford you an opportunity to be heard before a decision is made." 10. RESTRICTIVE COVENANTS AGREEMENT 10.1 On the date hereof, Executive shall execute a restrictive covenants agreement, in the form of Exhibit A attached hereto and made a part hereof (the “ Restrictive Covenants Agreement ”). 11. MISCELLANEOUS MATTERS 11.1 Notwithstanding the terms contained in this contract, the Employee accepts that all the rules and procedures of the Company, wheresoever contained are applicable to his Employment and that, in the event of any conflict between such rules and procedures and this contact, this contract will be regarded as being binding. The Employee undertakes not to injure the reputation or business of the Company and its customers and to observe the utmost secrecy and good faith in all dealings concerning the Company or its customers. 11.2 The Employee acknowledges that the Company’s Disciplinary Code and Procedure, and Grievance Policy and Procedure, are applicable to the employment relationship and agrees to be bound thereby. 5 11.3 No agreement varying, adding to, deleting from or cancelling this agreement, shall be effective unless reduced to writing and signed by or on behalf of the parties. 11.4 The Employee agrees that he will retire at the age of 65. 11.5 The Employee declares that he has never been convicted of a criminal offence. The Employee agrees that should this statement be proved to be false, or should the Employee fail to declare a future criminal offence, the Company reserves the right to summarily terminate the Employee’s service. 11.6 The Employee shall, within a reasonable period, notify the Company of any change in his status, such as address, dependants, marital, telephone number, qualifications or any other relevant changes. 11.7 Both parties acknowledge that by signing this contract, they have received a copy of this contract, and they have read and understood the contents thereof. Both parties undertake to hold themselves bound by this contract and agree to observe the provisions contained therein. 12. INDULGENCES No indulgence granted by a party shall constitute a waiver of any of that party's rights under this agreement. 13. PROTECTION OF PERSONAL INFORMATION 13.1 I hereby authorise Lesaka Technologies Group, its Human Resource Department and authorised Management team to use, review and process any personal information including special personal information, as defined in the Protection of Personal Information Act 4 of 2013, provided to the company in the course of my employment as well as any information that I have provided in support of my employment application. 13.2 I understand my right to privacy and the right to have my personal information processed in accordance with the conditions for the lawful processing of personal information and hereby give my consent to the Company to collect process and distribute relevant personal information where the company is legally required to do so. 13.3 I hereby consent that I understand that third party providers such as Funds, Medical Aid suppliers, etc. may have access to my personal information and I hereby consent to the company sharing my personal information strictly for the administration with these funds and/or services. 13.4 I hereby confirm that I have the permission of my dependent(s) and/or beneficiary(ies) to give their consent, where such consent can be provided, and I hereby indemnify Lesaka Technologies Group against this. 6 14 DOCUMENTS APPLICABLE 14.1 The following documents form part of the Employee’s contract of employment with the Company: (a) Articles of Agreement (b) Staff Manual (c) Restrictive Covenants Agreement (Attached) (d) Any other documents of which the Employee may be advised during his employment with the Company 14.2 This agreement is conditional upon the Employee providing the Company with certified copies of the following original documents which form part of the Employee’s joining formalities. It is essential that these be submitted within two weeks of the Employee’s commencement date: (a) Identity Document (b) Highest Qualification (c) Tax reference number (if not available it must be obtained from SARS) 14.3 Enclosed is a copy of the employee’s Articles of Agreement in duplicate, which are to be signed by the employee himself. When completed, one copy of the Articles of Agreement is to be returned to the Company office for retention. 7 Signed at Rosebank on 08 October 2024 /s/ Ali Mazanderani Signed at Rosebank on 08 October 2024 /s/ Dan Smith The Employee For and on behalf of Lesaka Technologies Proprietary Limited 4 th Floor, President Place Cnr. Jan Smuts Ave & Bolton Rd Rosebank, Private Bag 2424 Parklands, 2121 --- ## EX-10.54 SEC source: [ex1054.htm](https://www.sec.gov/Archives/edgar/data/1041514/000156276225000106/ex1054.htm) 1 LESAKA TECHNOLOGIES (PTY) LTD RESTRICTIVE COVENANTS AGREEMENT Your Information: Name: Daniel Luke Smith Address: XXX Start Date: October 1, 2024 Company: Lesaka Technologies (Pty) Ltd, and any of its subsidiaries or affiliates, together with any of its and their respective successors or assigns (collectively, “us,” “we,” “our,” or “the Company”) Address: Lesaka Technologies (Pty) Ltd President Place, 6th Floor, Cnr. Jan Smuts Avenue and Bolton Road Rosebank, Johannesburg 2196, South Africa In consideration of your employment or service with us and the compensation we have agreed to pay you, the receipt and sufficiency of which you acknowledge, you agree to this Restrictive Covenants Agreement (this “Agreement”), as follows: 1. This Agreement sometimes refers to your “Employment or Service.” You understand that your “Employment or Service” means the entire period during which you are engaged by us as a consultant or employed by us as an employee, or otherwise providing services to us, including, all times during which you have provided services to the Company prior to the Start Date, and all times during and after work hours, whether you are actively employed or on any kind of leave of absence, and whether you are engaged or employed full- time or part-time. In addition, it is understood that Employment or Service includes all periods commencing from the Start Date noted above, as well as any work performed for us prior to the Start Date. 2. Confidential Information. You agree to hold in the strictest confidence, not to use (except for the benefit of the Company) and not to disclose to any person or entity (directly or indirectly) any Confidential Information that you obtain or create during your Employment or Service, unless the Company grants you written authorization to do otherwise. You understand that “Confidential Information” means all business, technical and other proprietary information in our custody or under our control, as well as any Company information not generally known by actual or potential competitors of the Company or by the public generally. Such information is Confidential Information no matter how you learned of it -- whether disclosed to you, directly or indirectly, in writing, orally, by drawings or inspection of documents or other tangible property or in any other manner or form, tangible or intangible. Exhibit 10.54 1 You understand specifically that Confidential Information includes, but is not limited to, the following types of information: - information belonging to others who have entrusted such information to us, as further described in Section 4 below; - information that would not have been known to our competitors or the public generally if you had not breached your obligations of confidentiality under this Agreement; - information concerning research, inventions, discoveries, developments, techniques, processes, formulae, technology, designs, drawings, engineering, specifications, algorithms, finances, sales or profit figures, financial plans, customer lists, customers, prospective customers, potential investors, business plans, contracts, markets, investing plans, product plans, marketing, distribution or sales methods or systems, products, services, production plans, system implementation plans, business concepts, supplier or vendor information, business procedures or business operations related thereto; - all computer software (in source, object, executable or other code forms and including all programs, modules, routines, interfaces and controls), data, databases, Internet designs and strategies, files and any documentation protocols and/or specifications related to the foregoing; - all know-how and/or trade secrets; - all unpublished copyrightable material; - any use, model, variation, application, reduction to practice, discussion and any other communication or information in, regarding or relating to, or usable in or with any of the goods or services made, used or sold by us; and - all reproductions and copies of such things. 3. Third Party Information Held by You. You recognize that you may have access to confidential information of former employers or other persons or entities with whom you have an agreement or duty to keep such information confidential. You will not use any such information in your Employment or Service, you will not disclose any such information to us or any of our directors, officers, agents or other employees, or induce any of them to use any such information, and you will not bring onto the premises of the Company any such information in any form, unless such person or entity has granted you written authorization to do so. 4. Third Party Information Held by the Company. You recognize that we have received, and in the future shall receive, from other persons or entities information that is confidential to such person or entity; and, therefore, such persons or entities requires us to maintain the confidentiality of such information and to use it only for certain limited purposes. Consistent with the Company’s agreement with such persons or entities, you agree to hold in the strictest confidence, not to use (except as necessary to carry out your duties for the Company) and not to disclose to any person or entity (directly or indirectly) any such 2 information, unless we grant you written authorization to do otherwise. All such information shall also constitute and shall be treated as Confidential Information. 5. Company Property; Return. You will not remove (either physically or electronically) any property belonging to us or in our custody (“Company Property”) from our premises, except as required in the ordinary course of your Employment or Service, unless we grant you written authorization to do so. Company Property includes all Confidential Information as well as Company related information that is not confidential, and tangible property and hard goods. Promptly upon the termination of your Employment or Service, and earlier if we so request at any time, you shall deliver to us (and shall not keep copies in your possession or deliver to anyone else) all of the Company Property, which may include, without limitation, all of the following items: - documents and other materials containing or comprising Confidential Information, including in particular, but not limited to, all software, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches and laboratory notebooks, whether hard copies or soft copies (electronic or digital); and - tangible property and equipment belonging to us (whether or not containing or comprising Confidential Information), including in particular, but not limited to, laptop computers, devices, solutions, samples, models, marketing materials, brochures, purchase order forms and letterhead, and all reproductions and copies of such things. 6. Assignment of Inventions. You shall promptly make full written disclosure to the Company, through your immediate supervisor or superior, of all Inventions. “Inventions” means any and all inventions, original works of authorship (including designs, computer programs, and drawings, whether manual or electronic), findings, conclusions, data, discoveries, developments, concepts, designs, improvements, trademarks, service marks, trade secrets, techniques, formulae, processes and know-how, whether or not patentable or registrable under patent, copyright or similar laws, that you may solely or jointly conceive, develop or reduce to practice, or cause to be conceived, developed or reduced to practice, during your Employment or Service. You shall hold all Inventions in trust for the Company. This Agreement does not apply to any Inventions made by you prior to your Employment or Service that are identified in Attachment A hereto. You recognize and agree that during your Employment or Service, we solely and exclusively own all Inventions, as well as any and all inherent and appurtenant moral rights and intellectual property rights, including, but not limited to, all patent rights, copyrights, trademarks, know-how and trade secrets (collectively, “Intellectual Property Rights”), except as stated in Section 7 below. You hereby, without additional payment or consideration, assign, transfer and convey to us all of your worldwide right, title and interest in and to all Inventions and Intellectual Property Rights, and you will treat all Inventions as Confidential Information, until and unless such Inventions are determined to be excluded from this Agreement by way of Section 8 below. 7. Further Assurances. Upon the request and at the expense of the Company, you shall execute and deliver any and all documents and instruments, and do such other acts, that may be necessary or desirable to evidence the ownership of rights, and each assignment and transfer described in this Agreement. You will do the same to enable the Company to 3 secure the Company’s sole and exclusive rights in the Confidential Information, Company Property, Inventions, Works and Intellectual Property Rights, or to apply for, prosecute and enforce Intellectual Property Rights with respect to any Confidential Information, Company Property, Inventions or Works, or to obtain any extension, validation, re-issue, continuance or renewal of any such Intellectual Property Right, in each case in any and all jurisdictions. You agree to disclose to us all pertinent information and data with respect to Confidential Information, Company Property, Inventions, Works and related Intellectual Property Rights. In the event your Employment or Service is terminated, you will do all the things described in this paragraph without charge to us other than a reasonable payment for your time involved. If the Company is unable for any other reason to secure your signature on any document described above, then you hereby irrevocably designate and appoint the Company and the Company’s duly authorized officers and agents as your agent and attorney in fact as of the Start Date, to act for and in your behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or trademark, copyright or other registrations thereon with the same legal force and effect as if executed by you. 8. Exceptions to Company Ownership. The only exception to our ownership of Inventions and Intellectual Property Rights are ones (a) for which no equipment, supplies, facilities or proprietary or trade secret information of the Company are used, (b) that are developed entirely on your own time, (c) that do not relate to the business of the Company or to the Company’s actual or anticipated research or development and (d) that do not result from or relate to any work performed by you for the Company. To the extent you claim that any Invention or Intellectual Property Right (or portion thereof) is not the property of the Company because of the paragraph above, you will include such claim in the Invention disclosure submitted to your supervisor or superior pursuant to Section 6. The agreement or disagreement of the Company with your claim of ownership of such Invention will be expressed to you in writing within a reasonable period. You will not disclose any such Invention to any other person or entity (except, if you so choose, to your lawyer, retained at your own expense for the purpose of resolving such a disagreement), unless the Company grants you written authorization to do so, and you shall treat (and your lawyer shall treat) such Invention as Confidential Information until such time, if any, that you receive the Company’s agreement to your ownership. In the event of a dispute as to ownership, the burden is on you to establish your claim of ownership. 9. Non-Competition. During your Employment or Service and for twelve (12) months thereafter, you will not, directly or indirectly, with or without compensation, own, manage, operate, join, control, advise or participate in, as a shareholder (other than as a shareholder with less than 5% of the outstanding common stock of a public company), director, officer, manager, principal partner, employee, consultant, independent contractor, technical or business advisor or otherwise (or any foreign equivalents of the foregoing), any person or entity that is in the Business or similar business of the Company (or any division of the Company) in any business that directly or indirectly competes with the Company within the Republic of South Africa and those territories outside of South Africa in which the Company carries on the Business as of last date of your Employment or Service (a “Competing Business”). For purposes of this Section 9, “Business” shall mean the business conducted by the Company from time to time, being the business of developing, marketing and distributing payment systems which facilitate commercial transactions in an electronic environment using specialized smart card technologies. 4 10. Non-Solicitation. During your Employment or Service and twenty-four (24) months thereafter, you will not, directly or indirectly, on your own behalf or on behalf of others, either: - solicit, recruit or attempt to persuade any person to terminate such person’s employment or service with us, whether or not such person is a full-time employee or service provider and whether or not such employment or service is pursuant to a written agreement or is at-will; or - solicit, contact or attempt to persuade any current or prospective customer of the Company to alter such customer’s or prospective customer’s relationship with us or to engage any Competing Business to perform services that we can perform in the ordinary course of business. You understand that “prospective customer” means any prospective customer of the Company with whom you had contact at any time during the six (6) months preceding the termination of your Employment or Service. 11. Duration; Nature. This Agreement is binding during your Employment or Service and shall survive any termination of your Employment or Service. This Agreement does not bind the Company or you to any specific period of employment or service, and shall not be construed in any manner as an employment or consulting agreement or to make your Employment or Service other than terminable at will at any time by us in our sole discretion. 12. No Conflicts. You are not a party to any existing agreement or employment that would prevent you from entering into and performing this Agreement in accordance with its terms, including, without limitation, to an obligation to assign your Inventions or Intellectual Property Rights to a third party or any agreement subjecting you to a non- compete, except as identified in Attachment A hereto; and you will not enter into any other agreement that is in conflict with your obligations under this Agreement. 13. Disclosure of Obligations. You consent to the Company’s notification to any third party of the existence of this Agreement. 14. Compliance. You acknowledge that the activities of the Company are subject to compliance with applicable laws and regulations (collectively, “Laws”), including without limitation Laws that may control the collection, storage, processing and distribution of personal information. You agree to comply with all applicable Laws and to notify your immediate supervisor or superior of any reason to believe that you, the Company, or any other person has violated any Law that may affect the Company or your performance or your obligations under this Agreement. 15. Equitable Relief. You agree that the provisions of this Agreement are reasonably necessary to protect our legitimate business interests. You agree that it would be impossible or inadequate to measure and calculate our damages from any breach of the covenants set forth in this Agreement, and that a breach of such covenants could cause serious and irreparable injury to us. Accordingly, we shall have available, in addition to any other right or remedy available to it, the right to seek an injunction from a court of competent jurisdiction restraining such a breach (or threatened breach) and to specific performance of this Agreement. You further agree that no bond or other security shall be required in obtaining such equitable relief and you hereby consent to the issuance of such injunction and to the ordering of specific performance. 5 16. No License. Nothing in this Agreement shall be deemed to constitute the grant of any license or other right to you in respect of any Confidential Information, Company Property, Invention, Work, Intellectual Property Right or other data, tangible property or intellectual property of the Company. 17. Amendment and Assignment. No modification to any provision of this Agreement will be binding unless it is in writing and signed by both you and the Company. No waiver of any rights under this Agreement will be effective unless in writing signed by the Company. You recognize and agree that your obligations under this Agreement are of a personal nature and are not assignable or delegable in whole or in part by you. The Company may assign this Agreement to any affiliate or to any successor-in-interest (whether by sale of assets, sale of stock, merger or other business combination). All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors and permitted assigns of you and the Company. 18. Governing Law; Jurisdiction. This Agreement shall be governed by and interpreted in accordance with laws of the Republic of South Africa . 19. Severability. If any provision of this Agreement or its application is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability (a) shall not affect any other provision or application of this Agreement that can be given effect without the invalid or unenforceable provision or application and shall not invalidate or render unenforceable such provision or application in any other jurisdiction and (b) shall be limited or excluded from this Agreement to the minimum extent required so that this Agreement shall otherwise remain in full force and effect and enforceable in accordance with its terms. For the avoidance of doubt, if this Agreement is or becomes subject to any state or federal law affecting the Company’s rights with respect to any of your obligations under this Agreement, this Agreement shall be deemed amended to the extent necessary to comply with such law. [Signature Page Follows] 6 I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS THAT IT IMPOSES UPON ME WITHOUT RESERVATION, AND HEREBY ACKNOWLEDGE RECEIPT OF A COPY OF SUCH AGREEMENT. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO SIGN THIS AGREEMENT. I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY AND INTENDING TO BE LEGALLY BOUND. Dated: /s/ Dan Smith Daniel L. Smith Agreed and Acknowledged LESAKA TECHNOLOGIES (PTY) LTD By: /s/ Lincoln Mali Name: Lincoln Mali Title: Chief Executive Officer: South Africa 7 ATTACHMENT A A. Inventions made by me prior to my Employment or Service with the Company that I desire to be excepted from the Agreement to which this Attachment A is attached (if none, write “NONE”): B. Prior agreements to which I am a party that may interfere with full compliance with the Agreement to which this Attachment A is attached (if none, write “NONE”): Dated: /s/ Dan Smith Daniel L. Smith XXX --- ## EX-10.55 SEC source: [ex1055.htm](https://www.sec.gov/Archives/edgar/data/1041514/000156276225000106/ex1055.htm) 1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this “ Agreement ”) is made this 30th day of September, 2024 by and among Lesaka Technologies, Inc., a Florida corporation (“ Company ”) and Daniel Luke Smith (“ Executive ”). Each of the Company and Executive is a “ Party ” and, collectively, they are the “ Parties .” WHEREAS , the Company desires to employ Executive as the Group Chief Financial Officer, Treasurer and Secretary of the Company and Executive desires to be so employed in accordance with the terms and conditions set forth herein. NOW , THEREFORE , in consideration of the foregoing and the mutual covenants and promises in this Agreement, the parties agree as follows: Employment . Executive will be employed as the Group Chief Financial Officer, Treasurer and Secretary of the Company and Executive hereby agrees to accept such employment and agrees to serve as the Group Chief Financial Officer, Treasurer and Secretary of the Company, all in accordance with the terms and conditions of this Agreement. The Parties acknowledge that Executive’s employment relationship with the Company is at-will. The period of Executive’s employment under this Agreement shall commence on October 1, 2024 and shall continue until and including 30 September 2027 (such period of employment, the “ Employment Period ”). In this Agreement, the Company and its subsidiaries are collectively referred to as the “Group.” Position and Responsibilities . During the Employment Period, Executive shall report to the Executive Chairman (the “ Manager ”) and shall have the duties, responsibilities, functions and authority, including administrative, financial, executive and managerial as are customary to the position of Group Chief Financial Officer. Executive shall serve as a member of the Board and board of directors (or similar governing body) of any other member of the Group as may be requested by the Board. Stock Incentive Plan participation . Executive shall be eligible to participate in the Company’s Amended and Restated 2022 Stock Incentive Plan (the “ 2022 Plan ”) or such other equity incentive plan(s) as may be implemented by the Board from time to time as determined in the sole discretion of the Remuneration Committee of the Board. Compliance with Company Policies. The Executive shall comply with all written Company policies, standards, rules and regulations (a “ Company Policy ” or collectively, the “ Company Policies ”) and all applicable government laws, rules and regulations that are now or hereafter in effect. Executive acknowledges receipt of copies of all written Company Policies that are in effect as of the date of this Agreement. Restrictive Covenants Agreement . On the date hereof, Executive shall execute a restrictive covenants agreement, in the form of Exhibit A attached hereto and made a part hereof (the “ Restrictive Covenants Agreement ”). Exhibit 10.55 2 Modification and Waiver . This Agreement may not be modified or amended, nor may any provisions of this Agreement be waived, except by an instrument in writing signed by the parties. No written waiver will be deemed to be a continuing waiver unless specifically stated therein, and each such waiver will operate only as to the specific term or condition waived and shall not constitute a waiver of such term or condition for the future or as to any act other than that specifically waived. Notices . Any notice, consent, waiver and other communications required or permitted pursuant to the provisions of this Agreement must be in writing and will be deemed to have been properly given (a) when delivered by hand; or (c) when sent by email , in each case to any party at the mailing address, facsimile number or email address set forth below, or, with respect to any party set forth below, at such other address, facsimile number or email address specified in writing by such party to the other parties hereto in accordance with this Section 7: If to the Executive Chairman: Lesaka Technologies, Inc. President Place, 6 th Floor Cnr. Jan Smuts Avenue and Bolton Road Rosebank, Johannesburg, South Africa Facsimile: +27118807080 Attn: Ali Mazanderani Email: XXX If to Executive: Daniel Luke Smith XXX Email: XXX Governing Law . This Agreement shall be governed by the laws of the State of New York and, to the extent applicable, U.S. federal law, and the parties agree to submit to the jurisdiction of the state and federal courts sitting in New York, New York for all disputes hereunder. Counterparts . This Agreement may be executed in separate counterparts and may be executed by facsimile or PDF copies, each of which is deemed to be an original and all of which, taken together, constitute one and the same agreement. Remainder of Page Intentionally Blank; Signature Page to Follow 3 IN WITNESS WHEREOF , the Company has caused this Agreement to be executed by its duly authorized officer and Executive has signed this Agreement, as of the date first above written. LESAKA TECHNOLOGIES, INC. By: /s/ Ali Mazanderani Name: Ali Mazanderani Title: Executive Chairman EXECUTIVE /s/ Dan Smith Daniel Luke Smith 4 Exhibit A Restrictive Covenants Agreement --- ## EX-10.56 SEC source: [ex1056.htm](https://www.sec.gov/Archives/edgar/data/1041514/000156276225000106/ex1056.htm) 1 LESAKA TECHNOLOGIES, INC. RESTRICTIVE COVENANTS AGREEMENT Your Information: Name: Daniel Luke Smith Address: XXX Start Date: October 1, 2024 Company: Lesaka Technologies, Inc., and any of its subsidiaries or affiliates, together with any of its and their respective successors or assigns (collectively, “us,” “we,” “our,” or “the Company”) Address: Lesaka Technologies, Inc. President Place, 6th Floor, Cnr. Jan Smuts Avenue and Bolton Road Rosebank, Johannesburg 2196, South Africa In consideration of your employment or service with us and the compensation we have agreed to pay you, the receipt and sufficiency of which you acknowledge, you agree to this Restrictive Covenants Agreement (this “Agreement”), as follows: 1. This Agreement sometimes refers to your “Employment or Service.” You understand that your “Employment or Service” means the entire period during which you are engaged by us as a consultant or employed by us as an employee, or otherwise providing services to us, including, all times during which you have provided services to the Company prior to the Start Date, and all times during and after work hours, whether you are actively employed or on any kind of leave of absence, and whether you are engaged or employed full- time or part-time. In addition, it is understood that Employment or Service includes all periods commencing from the Start Date noted above, as well as any work performed for us prior to the Start Date. 2. Confidential Information. You agree to hold in the strictest confidence, not to use (except for the benefit of the Company) and not to disclose to any person or entity (directly or indirectly) any Confidential Information that you obtain or create during your Employment or Service, unless the Company grants you written authorization to do otherwise. You understand that “Confidential Information” means all business, technical and other proprietary information in our custody or under our control, as well as any Company information not generally known by actual or potential competitors of the Company or by the public generally. Such information is Confidential Information no matter how you learned of it -- whether disclosed to you, directly or indirectly, in writing, orally, by drawings or inspection of documents or other tangible property or in any other manner or form, tangible or intangible. Exhibit 10.56 1 You understand specifically that Confidential Information includes, but is not limited to, the following types of information: - information belonging to others who have entrusted such information to us, as further described in Section 4 below; - information that would not have been known to our competitors or the public generally if you had not breached your obligations of confidentiality under this Agreement; - information concerning research, inventions, discoveries, developments, techniques, processes, formulae, technology, designs, drawings, engineering, specifications, algorithms, finances, sales or profit figures, financial plans, customer lists, customers, prospective customers, potential investors, business plans, contracts, markets, investing plans, product plans, marketing, distribution or sales methods or systems, products, services, production plans, system implementation plans, business concepts, supplier or vendor information, business procedures or business operations related thereto; - all computer software (in source, object, executable or other code forms and including all programs, modules, routines, interfaces and controls), data, databases, Internet designs and strategies, files and any documentation protocols and/or specifications related to the foregoing; - all know-how and/or trade secrets; - all unpublished copyrightable material; - any use, model, variation, application, reduction to practice, discussion and any other communication or information in, regarding or relating to, or usable in or with any of the goods or services made, used or sold by us; and - all reproductions and copies of such things. 3. Third Party Information Held by You. You recognize that you may have access to confidential information of former employers or other persons or entities with whom you have an agreement or duty to keep such information confidential. You will not use any such information in your Employment or Service, you will not disclose any such information to us or any of our directors, officers, agents or other employees, or induce any of them to use any such information, and you will not bring onto the premises of the Company any such information in any form, unless such person or entity has granted you written authorization to do so. 4. Third Party Information Held by the Company. You recognize that we have received, and in the future shall receive, from other persons or entities information that is confidential to such person or entity; and, therefore, such persons or entities requires us to maintain the confidentiality of such information and to use it only for certain limited purposes. Consistent with the Company’s agreement with such persons or entities, you agree to hold in the strictest confidence, not to use (except as necessary to carry out your duties for the Company) and not to disclose to any person or entity (directly or indirectly) any such 2 information, unless we grant you written authorization to do otherwise. All such information shall also constitute and shall be treated as Confidential Information. 5. Company Property; Return. You will not remove (either physically or electronically) any property belonging to us or in our custody (“Company Property”) from our premises, except as required in the ordinary course of your Employment or Service, unless we grant you written authorization to do so. Company Property includes all Confidential Information as well as Company related information that is not confidential, and tangible property and hard goods. Promptly upon the termination of your Employment or Service, and earlier if we so request at any time, you shall deliver to us (and shall not keep copies in your possession or deliver to anyone else) all of the Company Property, which may include, without limitation, all of the following items: - documents and other materials containing or comprising Confidential Information, including in particular, but not limited to, all software, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings, blueprints, sketches and laboratory notebooks, whether hard copies or soft copies (electronic or digital); and - tangible property and equipment belonging to us (whether or not containing or comprising Confidential Information), including in particular, but not limited to, laptop computers, devices, solutions, samples, models, marketing materials, brochures, purchase order forms and letterhead, and all reproductions and copies of such things. 6. Assignment of Inventions. You shall promptly make full written disclosure to the Company, through your immediate supervisor or superior, of all Inventions. “Inventions” means any and all inventions, original works of authorship (including designs, computer programs, and drawings, whether manual or electronic), findings, conclusions, data, discoveries, developments, concepts, designs, improvements, trademarks, service marks, trade secrets, techniques, formulae, processes and know-how, whether or not patentable or registrable under patent, copyright or similar laws, that you may solely or jointly conceive, develop or reduce to practice, or cause to be conceived, developed or reduced to practice, during your Employment or Service. You shall hold all Inventions in trust for the Company. This Agreement does not apply to any Inventions made by you prior to your Employment or Service that are identified in Attachment A hereto. You recognize and agree that during your Employment or Service, we solely and exclusively own all Inventions, as well as any and all inherent and appurtenant moral rights and intellectual property rights, including, but not limited to, all patent rights, copyrights, trademarks, know-how and trade secrets (collectively, “Intellectual Property Rights”), except as stated in Section 7 below. You hereby, without additional payment or consideration, assign, transfer and convey to us all of your worldwide right, title and interest in and to all Inventions and Intellectual Property Rights, and you will treat all Inventions as Confidential Information, until and unless such Inventions are determined to be excluded from this Agreement by way of Section 8 below. 7. Further Assurances. Upon the request and at the expense of the Company, you shall execute and deliver any and all documents and instruments, and do such other acts, that may be necessary or desirable to evidence the ownership of rights, and each assignment and transfer described in this Agreement. You will do the same to enable the Company to 3 secure the Company’s sole and exclusive rights in the Confidential Information, Company Property, Inventions, Works and Intellectual Property Rights, or to apply for, prosecute and enforce Intellectual Property Rights with respect to any Confidential Information, Company Property, Inventions or Works, or to obtain any extension, validation, re-issue, continuance or renewal of any such Intellectual Property Right, in each case in any and all jurisdictions. You agree to disclose to us all pertinent information and data with respect to Confidential Information, Company Property, Inventions, Works and related Intellectual Property Rights. In the event your Employment or Service is terminated, you will do all the things described in this paragraph without charge to us other than a reasonable payment for your time involved. If the Company is unable for any other reason to secure your signature on any document described above, then you hereby irrevocably designate and appoint the Company and the Company’s duly authorized officers and agents as your agent and attorney in fact as of the Start Date, to act for and in your behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or trademark, copyright or other registrations thereon with the same legal force and effect as if executed by you. 8. Exceptions to Company Ownership. The only exception to our ownership of Inventions and Intellectual Property Rights are ones (a) for which no equipment, supplies, facilities or proprietary or trade secret information of the Company are used, (b) that are developed entirely on your own time, (c) that do not relate to the business of the Company or to the Company’s actual or anticipated research or development and (d) that do not result from or relate to any work performed by you for the Company. To the extent you claim that any Invention or Intellectual Property Right (or portion thereof) is not the property of the Company because of the paragraph above, you will include such claim in the Invention disclosure submitted to your supervisor or superior pursuant to Section 6. The agreement or disagreement of the Company with your claim of ownership of such Invention will be expressed to you in writing within a reasonable period. You will not disclose any such Invention to any other person or entity (except, if you so choose, to your lawyer, retained at your own expense for the purpose of resolving such a disagreement), unless the Company grants you written authorization to do so, and you shall treat (and your lawyer shall treat) such Invention as Confidential Information until such time, if any, that you receive the Company’s agreement to your ownership. In the event of a dispute as to ownership, the burden is on you to establish your claim of ownership. 9. Non-Competition. During your Employment or Service and for twelve (12) months thereafter, you will not, directly or indirectly, with or without compensation, own, manage, operate, join, control, advise or participate in, as a shareholder (other than as a shareholder with less than 5% of the outstanding common stock of a public company), director, officer, manager, principal partner, employee, consultant, independent contractor, technical or business advisor or otherwise (or any foreign equivalents of the foregoing), any person or entity that is in the Business or similar business of the Company (or any division of the Company) in any business that directly or indirectly competes with the Company within the Republic of South Africa and those territories outside of South Africa in which the Company carries on the Business as of last date of your Employment or Service (a “Competing Business”). For purposes of this Section 9, “Business” shall mean the business conducted by the Company from time to time, being the business of developing, marketing and distributing payment systems which facilitate commercial transactions in an electronic environment using specialized smart card technologies. 4 10. Non-Solicitation. During your Employment or Service and twenty-four (24) months thereafter, you will not, directly or indirectly, on your own behalf or on behalf of others, either: - solicit, recruit or attempt to persuade any person to terminate such person’s employment or service with us, whether or not such person is a full-time employee or service provider and whether or not such employment or service is pursuant to a written agreement or is at-will; or - solicit, contact or attempt to persuade any current or prospective customer of the Company to alter such customer’s or prospective customer’s relationship with us or to engage any Competing Business to perform services that we can perform in the ordinary course of business. You understand that “prospective customer” means any prospective customer of the Company with whom you had contact at any time during the six (6) months preceding the termination of your Employment or Service. 11. Duration; Nature. This Agreement is binding during your Employment or Service and shall survive any termination of your Employment or Service. This Agreement does not bind the Company or you to any specific period of employment or service, and shall not be construed in any manner as an employment or consulting agreement or to make your Employment or Service other than terminable at will at any time by us in our sole discretion. 12. No Conflicts. You are not a party to any existing agreement or employment that would prevent you from entering into and performing this Agreement in accordance with its terms, including, without limitation, to an obligation to assign your Inventions or Intellectual Property Rights to a third party or any agreement subjecting you to a non- compete, except as identified in Attachment A hereto; and you will not enter into any other agreement that is in conflict with your obligations under this Agreement. 13. Disclosure of Obligations. You consent to the Company’s notification to any third party of the existence of this Agreement. 14. Compliance. You acknowledge that the activities of the Company are subject to compliance with applicable laws and regulations (collectively, “Laws”), including without limitation Laws that may control the collection, storage, processing and distribution of personal information. You agree to comply with all applicable Laws and to notify your immediate supervisor or superior of any reason to believe that you, the Company, or any other person has violated any Law that may affect the Company or your performance or your obligations under this Agreement. 15. Equitable Relief. You agree that the provisions of this Agreement are reasonably necessary to protect our legitimate business interests. You agree that it would be impossible or inadequate to measure and calculate our damages from any breach of the covenants set forth in this Agreement, and that a breach of such covenants could cause serious and irreparable injury to us. Accordingly, we shall have available, in addition to any other right or remedy available to it, the right to seek an injunction from a court of competent jurisdiction restraining such a breach (or threatened breach) and to specific performance of this Agreement. You further agree that no bond or other security shall be required in obtaining such equitable relief and you hereby consent to the issuance of such injunction and to the ordering of specific performance. 5 16. No License. Nothing in this Agreement shall be deemed to constitute the grant of any license or other right to you in respect of any Confidential Information, Company Property, Invention, Work, Intellectual Property Right or other data, tangible property or intellectual property of the Company. 17. Amendment and Assignment. No modification to any provision of this Agreement will be binding unless it is in writing and signed by both you and the Company. No waiver of any rights under this Agreement will be effective unless in writing signed by the Company. You recognize and agree that your obligations under this Agreement are of a personal nature and are not assignable or delegable in whole or in part by you. The Company may assign this Agreement to any affiliate or to any successor-in-interest (whether by sale of assets, sale of stock, merger or other business combination). All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors and permitted assigns of you and the Company. 18. Governing Law; Jurisdiction. This Agreement shall be governed by and interpreted in accordance with laws of the State of New York and, to the extent applicable, U.S. federal law, and the parties agree to submit to the jurisdiction of the state and federal courts sitting in New York, New York for all disputes hereunder . 19. Severability. If any provision of this Agreement or its application is adjudicated to be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability (a) shall not affect any other provision or application of this Agreement that can be given effect without the invalid or unenforceable provision or application and shall not invalidate or render unenforceable such provision or application in any other jurisdiction and (b) shall be limited or excluded from this Agreement to the minimum extent required so that this Agreement shall otherwise remain in full force and effect and enforceable in accordance with its terms. For the avoidance of doubt, if this Agreement is or becomes subject to any state or federal law affecting the Company’s rights with respect to any of your obligations under this Agreement, this Agreement shall be deemed amended to the extent necessary to comply with such law. Signature Page Follows 6 I HAVE READ THIS AGREEMENT CAREFULLY AND I UNDERSTAND AND ACCEPT THE OBLIGATIONS THAT IT IMPOSES UPON ME WITHOUT RESERVATION, AND HEREBY ACKNOWLEDGE RECEIPT OF A COPY OF SUCH AGREEMENT. NO PROMISES OR REPRESENTATIONS HAVE BEEN MADE TO ME TO INDUCE ME TO SIGN THIS AGREEMENT. I SIGN THIS AGREEMENT VOLUNTARILY AND FREELY AND INTENDING TO BE LEGALLY BOUND. Dated: /s/ Dan Smith DANIEL L. SMITH Agreed and Acknowledged LESAKA TECHNOLOGIES, INC. By: _/s/ Ali Mazanderani Name: Ali Mazanderani Title: Executive Chairman 7 ATTACHMENT A A. Inventions made by me prior to my Employment or Service with the Company that I desire to be excepted from the Agreement to which this Attachment A is attached (if none, write “NONE”): B. Prior agreements to which I am a party that may interfere with full compliance with the Agreement to which this Attachment A is attached (if none, write “NONE”): Dated: October 1, 2024 /s/ Dan Smith Daniel L. Smith --- ## EX-31.1 SEC source: [ex311.htm](https://www.sec.gov/Archives/edgar/data/1041514/000156276225000106/ex311.htm) 1 Exhibit 31.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULES 13A-14(A) AND 15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED I, Ali Mazanderani, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Lesaka Technologies, Inc. (“Lesaka”) for the quarter ended March 31, 2025; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of Lesaka as of, and for, the periods presented in this report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a- 15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for Lesaka and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Lesaka, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of Lesaka’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in Lesaka’s internal control over financial reporting that occurred during Lesaka’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, Lesaka’s internal control over financial reporting; and 5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Lesaka’s auditors and the Audit Committee of Lesaka’s Board of Directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Lesaka’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in Lesaka’s internal control over financial reporting. Date: May 7, 2025 /s/ Ali Mazanderani Ali Mazanderani Executive Chairman --- ## EX-31.2 SEC source: [ex312.htm](https://www.sec.gov/Archives/edgar/data/1041514/000156276225000106/ex312.htm) 1 Exhibit 31.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULES 13A-14(A) AND 15D-14(A) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED I, Dan L. Smith, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Lesaka Technologies, Inc. (“Lesaka”) for the quarter ended March 31, 2025; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of Lesaka as of, and for, the periods presented in this report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a- 15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for Lesaka and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to Lesaka, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of Lesaka’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in Lesaka’s internal control over financial reporting that occurred during Lesaka’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, Lesaka’s internal control over financial reporting; and 5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to Lesaka’s auditors and the Audit Committee of Lesaka’s Board of Directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect Lesaka’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in Lesaka’s internal control over financial reporting. Date: May 7, 2025 /s/ Dan L. Smith Dan L. Smith Group Chief Financial Officer --- ## EX-32 SEC source: [ex32.htm](https://www.sec.gov/Archives/edgar/data/1041514/000156276225000106/ex32.htm) 1 Exhibit 32 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the quarterly report of Lesaka Technologies, Inc. (“Lesaka”) on Form 10-Q for the quarter ended March 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Ali Mazanderani and Dan L. Smith, Executive Chairman and Group Chief Financial Officer, respectively, of Lesaka, certify, pursuant to 18 U.S.C. § 1350, that to their knowledge: 1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Lesaka. Date: May 7, 2025 /s/: Ali Mazanderani Name: Ali Mazanderani Executive Chairman Date: May 7, 2025 /s/: Dan L. Smith Name: Dan L. Smith Group Chief Financial Officer