Proof - tm215468d8_sc13ga [split 0002].htm


                        


Exhibit 10.4


 


LOAN AGREEMENT


 


between


 


ORIENT VICTORIA PTE. LTD


 


(Registration No. 201508743W)


 


(“The Lender”)


 


And


 


KAROOOOO PTE. LTD


 


(Registration No. 201817157Z)


 


(“The Borrower”)


 






     


     


    

 


		1.	LOAN



 


		1.1.	The Lender agrees to lend and advance up to USD 65,000,000 to the Borrower for the sole purpose
of facilitating the takeover of Cartrack Holdings Limited by Karooooo Pte. Ltd.



 


		1.2.	The Borrower acknowledges that it will become truly and lawfully indebted to the Lender and agrees
to repay the Loan amount and any interest attracted thereto to the Lender as quickly as possible.



 


		2.	INTEREST AND UNDERTAKINGS BY THE BORROWER



 


		2.1.	The Loan shall bear interest at 1.25% per annum.



 


		2.2.	The Borrower will not declare any dividends until the loan amount and interest is fully repaid
to the Lender in USD.



 


		2.3.	The Borrower will repay the Lender into the Lenders Bank Account in Singapore as indicated in Annexure
1.



 


		2.4.	The Borrower will not use the loan as working capital for the business.



 


		3.	RELATIONSHIP OF THE PARTIES



 


The relationship of the Parties inter se shall
be governed by the terms of this Agreement and nothing contained herein shall be deemed:


 


		3.1.	to constitute a partnership between the Parties; or



 


		3.2.	entitle or authorise either Party to incur liability on behalf of the other, unless specifically
stated otherwise in this agreement.



 


		4.	DISPUTES



 


Having regard to the high degree of good faith that
must exist between the Parties, the Parties agree to do their utmost to ensure that disputes between them are settled in the courts
of Singapore and under Singapore law.


 


		5.	CESSION, ASSIGNMENT AND CHANGE OF CONTROL



 


Neither Party shall be entitled to cede their rights,
assign their rights and obligations or delegate their obligations hereunder to any person without the prior written consent of
the other Party, which consent may be withheld.


 






     


     


    

 


		6.	DOMICILIUM AND NOTICES



 


		6.1.	The Parties choose as their domicilia citandi et executandi for all purposes under this
Agreement, whether in respect of court process, notices or other documents or communications of whatsoever nature (including the
exercise of any option), the addresses set out below:



 


The Borrower:     17 Blair Road
Singapore


 


The Lender:        17 Blair Road
Singapore


 


		6.2.	Each Party shall be entitled from time to time, by written notice to the other, to vary its domicilium
citandi et executandi to any other physical address. Any notice given and any payment made by either Party to the other which:



 


		6.2.1.	is delivered by hand during the normal business hours of the addressee at the addressee’s
domicilium citandi et executandi for the time being, or which is transmitted by facsimile, shall be presumed to have been
received by the addressee at the time of delivery or transmission, as the case may be;



 


		6.2.2.	is posted by prepaid registered post to the addressee at the addressee’s domicilium citandi
et executandi for the time being shall be presumed to have been received by the addressee on the seventh day after the date
of posting;



 


		6.2.3.	sent by fax to its chosen fax number shall be deemed to have been received on the date of despatch
(unless the contrary is proved); or



 


		6.3.	Notwithstanding the provisions of the aforegoing clauses, in the event that a written notice or
any process is actually received by a Party, such receipt shall be valid for all purposes under this Agreement notwithstanding
that it was not received at a Party’s chosen domicilium citandi et executandi.



 


		7.	GENERAL



 


		7.1.	No relaxation, indulgence or extension of time granted by any Party to another Party shall be construed
as a waiver of any of the Grantor’s rights in terms hereof, or a novation of any of the terms of this Agreement or estop
the Grantor from enforcing strict and punctual compliance with the terms of this Agreement.



 


		7.2.	No variation or amendment of, addition to, consensual cancellation of or waiver of any right arising
in terms of this Agreement shall be of any force or effect unless it is reduced to writing and signed by a duly authorised representative
of each of the Parties.



 






     


     


    

 


		7.3.	This Agreement constitutes the entire agreement between the Parties in relation to the subject
matter hereof and no Party shall accordingly be bound by any undertaking, representation or warranty not recorded herein.



 


		7.4.	Neither Party has been induced into entering into this Agreement or to undertake any of the respective
obligations which they have undertaken in terms hereof by any representations, warranties, whether expressed or implied, nor any
other matter or condition other than as recorded herein.



 


		7.5.	If any provision of this Agreement is wholly or partially invalid, unenforceable or unlawful, then
this Agreement shall be severable in respect of the provision in question (to the extent that it is invalid, unenforceable or unlawful)
and the remaining provisions of this Agreement shall remain of full force and effect.



 


		7.6.	Both Parties have the power to enter into the Agreement and to perform their obligations under
it and have taken all necessary corporate and/or other actions to authorize the execution, delivery and performance of this Agreement.



 






     


     


    

 


	FOR:	ORIENT VICTORIA PTE. LTD	 
	 	 	 
	Signature:	
        /s/ I.
        J. Calisto
	 
	 	who warrants that he / she is duly authorised thereto	 
	 	 	 
	Name:	
        I. J.
        Calisto
	 
	 	 	 
	Date:	
        20201222
	 
	 	 	 
	Place:	
        Johannesburg
	 
	 	 	 
	Witness:	
        /s/
        Amelia Sherman
	 


 


	KAROOOOO PTE. LTD	 
	 	 
	
        /s/ I.
        J. Calisto
	 
	who warrants that he / she is duly authorised thereto	 
	 	 
	
        I. J.
        Calisto
	 
	 	 
	
        20201222
	 
	 	 
	
        Johannesburg
	 
	 	 
	
        /s/
        Amelia Sherman
	(Witness)
	 


 



     


     


    

 


	Addendum
        to Loan Agreement

         

        between

         

        ORIENT VICTORIA PTE. LTD

         

        (Registration No. 201508743W)

         

        (“The Lender”)

         

        And

         

        KAROOOOO PTE. LTD

         

        (Registration No. 201817157Z)

         

        (“The Borrower”)



 






     


     


    

 





Addendum to Loan Agreement





 


Parties


 


	1.	Orient Victoria Pte. Ltd. Registration 201508743W, a company
                                       incorporated in Singapore with registered office at No 2 Aljunied Avenue 1, Framework Building
                                       2, #06-11 Singapore 389977 (Lender).



 


	2.	Karooooo Pte. Ltd. Registration 201817157Z, a company
                                       registered in Singapore with registered office at 10 Anson Road #12-14 International Plaza
                                       Singapore 079903 (Borrower).



 


 



 


	1.	Both Parties agree to change clause 1 In the original agreement dated 22 December
                                       2020 to the below:



 


	1.1.	The Lender agrees to lend and advance up to USD 65,000,000 to the
                                  Borrower for the sole purpose of facilitating the takeover of Cartrack Holdings Limited by Karooooo
                                  Pte. Ltd. As to avoid any doubt, this loan can not be used for operational working capital.



 


	1.2.	The Borrower acknowledges that it will become truly and lawfully
                                  indebted to the Lender and agrees to repay the Loan amount and any interest attracted thereto
                                  to the Lender as quickly as possible.



 


	1.3.	The Lender can only demand payment after the first 12 month
                                  following the implementation of the Scheme and the JSE inward listing or if the Borrower is
                                  in breach.



 


All other points and clauses remain as
per the original agreement.


 


 


Execution


 


Executed as an agreement on 15 February 2021







 


	 	Signed for and on behalf
    of	 
	 	Orient Victoria Pte. Ltd.:	 
	 	 	 
	 	/s/ Isaias
    Jose Calisto	 
	 	Director	 
	 	Isaias Jose Calisto	 



 


	 	Signed for
    and on behalf of	 
	 	Karooooo Pte Ltd	 



 


	 	/s/
    Isaias Jose Calisto	 
	 	Director	 
	 	Isaias Jose Calisto