Net 1 UEPS Technologies, Inc.: Exhibit 10.93 - Filed by newsfilecorp.com






Exhibit 10.93 

DEBT GUARANTOR MANAGEMENT 
AGREEMENT 

between 

K2018318388 (SOUTH AFRICA) (RF) PROPRIETARY LIMITED

(as Debt Guarantor) 

and 

FIRSTRAND BANK LIMITED 
(ACTING THROUGH ITS RAND
MERCHANT BANK DIVISION)
(as Agent) 

and 

DNI-4PL CONTRACTS PROPRIETARY LIMITED 
(as Borrower)


and 

TMF CORPORATE SERVICES (SOUTH AFRICA) PROPRIETARY
LIMITED
(as Administrator) 


 




TABLE OF CONTENTS 

	1
      	PARTIES
      	1
      
	2
      	DEFINITIONS
      AND INTERPRETATION 	1
      
	3
      	APPOINTMENT
      OF ADMINISTRATOR AND LIMITATIONS 	5
      
	4
      	THE
      ADMINISTRATION SERVICES 	6
      
	5
      	EXERCISE
      OF DISCRETION BY THE ADMINISTRATOR 	10
      
	6
      	EXPENSES,
      DISBURSEMENTS AND REMUNERATION 	10
      
	7
      	WARRANTIES,
      REPRESENTATIONS AND UNDERTAKINGS 	10
      
	8
      	NON-
      PETITION 	11
      
	9
      	INDEMNITY
      BY ADMINISTRATOR IN FAVOUR OF THE DEBT GUARANTOR 	12
      
	10
      	SUB-CONTRACTING
      AND DELEGATION 	13
      
	11
      	SERVICES
      NON-EXCLUSIVE 	13
      
	12
      	DURATION
      AND TERMINATION 	13
      
	13
      	RIGHTS
      AND DUTIES ON TERMINATION 	16
      
	14
      	CONFIDENTIALITY
      	16
      
	15
      	NOTICES
      AND DOMICILIA 	17
      
	16
      	ASSIGNMENT
      	19
      
	17
      	GOVERNING
      LAW 	19
      
	18
      	JURISDICTION
      	19
      
	19
      	REMEDIES
      AND WAIVERS 	19
      
	20
      	NO
      VARIATION 	19
      
	21
      	SOLE
      AGREEMENT 	20
      
	22
      	SEVERABILITY
      	20
      
	23
      	COSTS
      	20
      
	24
      	EXECUTION
      	20
      






1 

	1 	
      PARTIES

	 	 
	1.1 	
      The Parties to this Agreement are
      –

	 	 
	1.1.1 	
      K2018318388 (South Africa) (RF)
      Proprietary Limited, registration number 2018/318388/07 (as "Debt
      Guarantor");

	 	 
	1.1.2 	
      DNI-4PL Contracts Proprietary
      Limited, registration number 2005/040937/07 (as
  "Borrower");

	 	 
	1.1.3 	
      FirstRand Bank Limited (acting
      through its Rand Merchant Bank division), registration number
      1929/001225/06 ("Agent") as Agent on behalf of the Finance Parties;
      and

	 	 
	1.1.4 	
      TMF Corporate Services (South
      Africa) Proprietary Limited, registration number 2006/013631/07
      ("TMF").

	 	 
	2 	
      DEFINITIONS AND INTERPRETATION

	 	 
	2.1 	
      Definitions

	 	 
		
      In this Agreement –

	 	 
	2.1.1 	
      "Accounting Records"
      means the books of account and accounting systems of the Debt
      Guarantor;

	 	 
	2.1.2 	
      "Act" means the Companies
      Act, No 71 of 2008;

	 	 
	2.1.3 	
      "Administrator" means,
      until such time as the Guaranteed Obligations have been fully, finally and
      irrevocably discharged, TMF or anyone who is appointed to perform the
      Administration Services pursuant to clause 12.3 (Duration and
      Termination) below;

	 	 
	2.1.4 	
      "Administration Services"
      means the services to be rendered by the Administrator as contemplated in
      clause 4 (The Administration Services) below;

	 	 
	2.1.5 	
      "Agreement" means this
      agreement as it may be amended, restated, supplemented, varied or novated
      from time to time;

	 	 
	2.1.6 	
      "Applicable Law" means,
      in relation to any relevant jurisdiction, any law, regulation, regulatory
      requirement, judgment, order or direction or any other act (if not having
      the force of law, which is generally complied with by the person to whom
      it is addressed) of any government entity of such jurisdiction and
      includes any law insofar as it relates to the interpretation of any
      law;

	 	 
	2.1.7 	
      "Auditors" means the
      statutory auditors of the Debt Guarantor from time to
  time;







2

	2.1.8 	
      "Borrower" means DNI-4PL
      Contracts Proprietary Limited, (registration number 2005/040937/07), a
      private company duly incorporated in accordance with the laws of South
      Africa;

	 	 
	2.1.9 	
      "Business Day" means any
      day other than a Saturday, Sunday or statutory public holiday in South
      Africa;

	 	 
	2.1.10 	
      "Change in Administrator
      Date" means the date on which the TMF or its successor ceases to be
      the Administrator and a replacement Administrator is appointed pursuant to
      clause 4.6.1 (Change in Administration) below;

	 	 
	2.1.11 	
      "Confidential
      Information" means any and all information, data, know-how,
      documentation, materials and other communications (whether written, oral
      or stored in computerised, electronic, disc, tape, microfilm or other
      form) including, without limitation, financial information, business
      plans, budgets, statistics, intellectual property, analyses, compilations,
      studies, financial and contractual relationships, arrangements or
      understandings with customers and others and customer lists;

	 	 
	2.1.12 	
      "Debt Guarantee" shall
      bear the meaning ascribed thereto in the Facility Agreement;

	 	 
	2.1.13 	
      "Directors" means the
      respective directors from time to time of the Debt Guarantor;

	 	 
	2.1.14 	
      "Encumbrances" means any
      mortgage, charge, assignment by way of security, pledge, cession, cession
      in securitatem debiti, hypothecation, lien, right of set off,
      retention of title provision, trust or forward asset arrangement (for the
      purposes of, or which has the effect of, granting security) or any other
      security interest of any kind whatsoever or any agreement, whether
      conditional or otherwise, to create any of the same, and "Encumber"
      shall have a corresponding meaning;

	 	 
	2.1.15 	
      "Facility Agreement"
      means the facility agreement entered into or to be entered into between
      the Borrower, the Debt Guarantor and the Lender (as lender and agent), all
      on the terms and subject to the conditions contained therein;

	 	 
	2.1.16 	
      "Finance Documents" shall
      bear the meaning ascribed thereto in the Facility Agreement;

	 	 
	2.1.17 	
      "Finance Parties" shall
      bear the meaning ascribed thereto in the Facility Agreement;

	 	 
	2.1.18 	
      "Guaranteed Obligations"
      means the obligations owing by the Debt Guarantor to the Finance Parties
      from time to time under and in terms of the Debt Guarantee;

	 	 
	2.1.19 	
      "IFRS" means
      international accounting standards within the meaning of the IAS
      Regulation 1606/2002;

	 	 
	2.1.20 	
      "Insolvency Act" means
      the Insolvency Act, No 24 of 1936;







3

	2.1.21 	
      "Lender" shall bear the
      meaning ascribed thereto in the Facility Agreement;

	 	 
	2.1.22 	
      "Letter of Engagement"
      means the letter of engagement in respect of the Administrative Services
      provided by the Administrator and counter-signed by the Borrower on 7 June
      2018;

	 	 
	2.1.23 	
      "MOI" means the
      memorandum of incorporation of the Debt Guarantor, as amended and/or
      replaced from time to time;

	 	 
	2.1.24 	
      "Parties" means the
      Administrator at the time, the Borrower, the Agent and the Debt Guarantor,
      and "Party" means any one of them, as the context may
    require;

	 	 
	2.1.25 	
      "Service Providers" means
      any accounting, tax, company secretarial, legal and other professional
      advisors who are called upon to assist the Administrator with the
      administration of the Debt Guarantor;

	 	 
	2.1.26 	
      "Signature Date" means
      the date of last signature of this Agreement by the Parties; and

	 	 
	2.1.27 	
      "South Africa" means the
      Republic of South Africa.

	 	 
	2.2 	
      Construction

	 	 
	2.2.1 	
      Unless a contrary indication
      appears, any reference in this Agreement to –

	 	 
	2.2.1.1 	
      "Party", or any other
      person shall be construed so as to include its successors in title,
      permitted cessionaries and permitted transferees to, or of, its rights
      and/or obligations under this Agreement;

	 	 
	2.2.1.2 	
      "assets" includes present
      and future properties, revenues and rights of every description;

	 	 
	2.2.1.3 	
      "authority" includes any
      court or any governmental, intergovernmental or supranational body,
      agency, department or any regulatory, self-regulatory or other
      authority;

	 	 
	2.2.1.4 	
      "guarantee" means any
      guarantee, letter of credit, bond, indemnity or similar assurance against
      loss, or any obligation, direct or indirect, actual or contingent, to
      purchase or assume any indebtedness of any person or to make an investment
      or loan to any person or to purchase assets of any person where, in each
      case, such obligation is assumed in order to maintain or assist the
      ability of such person to meet its indebtedness;

	 	 
	2.2.1.5 	
      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; 







4

	2.2.1.6 	
      "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;

	 	 
	2.2.1.7 	
      a "person" includes any
      individual, firm, company, corporation, government, state or agency of a
      state or any association, trust, joint venture, consortium, partnership or
      other entity (whether or not having separate legal personality);

	 	 
	2.2.1.8 	
      a "regulation" includes
      any regulation, rule, official directive, request or guideline (whether or
      not having the force of law) of any governmental, intergovernmental or
      supranational body, agency, department or of any regulatory,
      self-regulatory or other authority or organisation;

	 	 
	2.2.1.9 	
      a provision of law is a
      reference to that provision as amended or re-enacted; and

	 	 
	2.2.1.10 	
      a time of day is a reference to
      Johannesburg time.

	 	 
	2.2.2 	
      Section, clause and Annexures
      headings are for ease of reference only.

	 	 
	2.2.3 	
      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.

	 	 
	2.2.4 	
      Unless inconsistent with the
      context, an expression in this Agreement which denotes the singular
      includes the plural and vice versa.

	 	 
	2.2.5 	
      A reference to a "clause"
      is a reference to a clause of this Agreement.

	 	 
	2.2.6 	
      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

	 	 
	2.2.7 	
      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.

	 	 
	2.2.8 	
      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.







5

	2.2.9 	
      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.

	 	 
	2.2.10 	
      Unless a contrary indication
      appears, where any number of days is to be calculated from a particular
      day, such number shall be calculated as including that particular day and
      excluding the last day of such period.

	 	 
	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.

	 	 
	3 	
      APPOINTMENT OF ADMINISTRATOR AND
  LIMITATIONS

	 	 
	3.1 	
      The Debt Guarantor hereby
      appoints the Administrator in terms of this Agreement to be its lawful
      agent in its name and on its behalf to provide the Administration Services
      and to carry out the other duties and obligations of the Administrator set
      out in this Agreement.

	 	 
	3.2 	
      The Administrator hereby accepts
      the appointment contemplated in clause 3.1 above and agrees to perform the
      Administration Services on behalf of the Debt Guarantor on the terms and
      subject to the conditions of this Agreement.

	 	 
	3.3 	
      This Agreement relates to the
      Administration Services to be performed by the Administrator for and on
      behalf of the Debt Guarantor. The Administration Services listed in this
      Agreement constitute such list of services as the Directors have
      determined shall be performed by the Administrator. The delegation of
      powers contained in this Agreement constitutes the total extent of the
      delegation of powers by the Directors and nothing contained herein shall
      derogate from the powers and duties of the Directors under all Applicable
      Law.

	 	 
	3.4 	
      During the continuance of its
      appointment under this Agreement, the Administrator shall, subject to the
      terms and conditions of this Agreement and any other restrictions
      applicable to the Debt Guarantor contained in the other agreements to
      which the Debt Guarantor is a party, have the full power, authority and
  right to do or cause to be done any and all things reasonably necessary, convenient or
incidental to the Administration Services and the performance of its other
duties and obligations under this Agreement, provided that the Administrator
shall have no right or power to bind the Debt Guarantor in contract or to incur
obligations on behalf of the Debt Guarantor other than as expressly set out in
this Agreement or without the prior written consent of the Agent.   







6

	3.5 	
      In acting as the agent of the
      Debt Guarantor in providing the Administration Services, the Administrator
      shall act strictly in accordance with this Agreement.

	 	 
	3.6 	
      The Administrator shall not be
      liable as primary debtor or guarantor, or in any other way be responsible,
      for the Guaranteed Obligations or any agreements under which the Debt
      Guarantor has obligations or incurs indebtedness, except to the extent
      expressly and specifically set forth in any such agreements.

	 	 
	3.7 	
      The Administrator agrees (with
      respect to the Administration Services) to comply with the terms of the
      MOI and all agreements to which the Debt Guarantor is a party and
      acknowledges that copies of such documents and agreements have been
      delivered to the Administrator.

	 	 
	4 	
      THE ADMINISTRATION SERVICES

	 	 
	4.1 	
      The Administrator hereby agrees
      to perform and provide the following services for the Debt Guarantor
    –

	 	 
	4.1.1 	
      procuring, at the direction of
      the Director(s), and coordinating the advice of the Service Providers at
      the expense of the Debt Guarantor, and ensuring that such services are
      being performed in accordance with the provisions of the agreements
      relating thereto;

	 	 
	4.1.2 	
      providing any administrative
      assistance reasonably necessary to assist the Debt Guarantor in carrying
      out its obligations, including, without limitation, providing timely
      notice of decisions to be made, or actions to be taken, under any
      agreements to which the Debt Guarantor is a party; provided that if the
      obligations of the Debt Guarantor under any other agreements to which the
      Debt Guarantor is a party are only required upon receipt of notice to the
      Debt Guarantor or the Administrator, then the Administrator shall provide
      such administrative assistance only to the extent it has received such
      notice or is otherwise aware of such obligations;

	 	 
	4.1.3 	
      ensuring that all notices and
      advice required to be delivered in accordance with the terms of the
      Finance Documents are sent timeously and in compliance with the terms of
      the Finance Documents;

	 	 
	4.1.4 	
      providing assistance to the Debt
      Guarantor in the execution of transactions relating to the Debt Guarantor,
      including, without limitation –







7

	4.1.4.1 	
      co-ordinating with the Service
      Providers to monitor the protection of the Debt Guarantor's interests and
      rights and co-ordinating the execution of documentation required;
  

	  	
       

	4.1.4.2 	
      providing all reasonably
      necessary administrative support to complete any documentation and other
      related matters; 

	  	
       

	4.1.4.3 	
      preparing, or arranging for the
      preparation of, reports or the filing thereof required to be filed by the
      Debt Guarantor with any other entity in order for the Debt Guarantor not
      to be in violation of any Applicable Law or any applicable covenant; and
      

	  	
       

	4.1.4.4 	
      providing all reasonably
      necessary assistance and information to legal and other professional
      advisers to the Debt Guarantor in connection with any claim, action,
      proceeding or petition brought against the Debt Guarantor. 

	  	
       

	4.2 	
      Copies of Documents Available
      for Inspection 

	  	
       

		
      The Administrator shall supply or
      procure, at its registered address, sufficient copies of the following
      documents to the Agent and shall hold copies available for inspection at
      its address referred to in clause 15.1 (Notices and Domicilia)
      below during normal business hours – 

	  	
       

	4.2.1 	
      the MOI; 

	  	
       

	4.2.2 	
      the audited financial
      statements, and notes thereto, of the Debt Guarantor for each financial
      year of the Debt Guarantor as and when such become available; 

	  	
       

	4.2.3 	
      extracts of the minutes of the
      meetings of the shareholder and Directors of the Debt Guarantor together
      with copies of any and all written resolutions adopted by the shareholder
      and Directors of the Debt Guarantor; and 

	  	
       

	4.2.4 	
      a copy of all board packs
      submitted to its Directors. 

	  	
       

	4.3 	
      Management, Supervision and
      Compliance Monitoring Duties 

	  	
       

	  	
      The Administrator shall conduct
      the Administration Services in such a way as to – 

	  	
       

	4.3.1 	
      not breach the MOI including,
      without limitation, any special conditions or restrictions contained
      therein; 

	  	
       

	4.3.2 	
      ensure compliance by it with all
      other agreements to which the Debt Guarantor is a party, including,
      without limitation, the filing of all tax returns and the making of all
      necessary tax payments by the Debt Guarantor; and








8

	4.3.3 	
      not do anything which would
      cause the Debt Guarantor to violate any Applicable Law or the provisions
      of any other agreements to which it is party.

	 	 
	4.4 	
      Reporting and Financial
      Duties

	 	 
		
      The Administrator shall
  –

	 	 
	4.4.1 	
      report to the Directors and the
      Agent, at such intervals as the Directors and/or the Agent (as the case
      may be) may reasonably require, but not less than annually, in connection
      with the Debt Guarantor's business and/or the Administrator's functions
      and duties under this Agreement;

	 	 
	4.4.2 	
      prepare and make available to
      the Directors, at such intervals as the Directors may reasonably require,
      but not less than semi-annually, statements, financial information and any
      other information which the Directors may reasonably require (including,
      but not limited to, monthly management accounts) to enable the Directors
      to be aware of and appreciate the Debt Guarantor's state of
  affairs;

	 	 
	4.4.3 	
      ensure that agendas, minutes and
      other reports regarding the state of affairs of the Debt Guarantor are
      prepared for all meetings of the Directors;

	 	 
	4.4.4 	
      prepare and submit all
      applications, requests and filings that may be necessary or desirable for
      any approval, authorisation, consent or licence in connection with the
      Administration Services or the Debt Guarantor's business, and perform the
      Administration Services in such a way as to not prejudice the continuation
      of any such approval, authorisation, consent or licence or any approval,
      authorisation, consent or licence necessary or desirable in connection
      with that part of the Debt Guarantor's business which is necessary to
      perform these Administration Services;

	 	 
	4.4.5 	
      procure the determination of the
      amount of tax reasonably expected to be paid by the Debt Guarantor in
      respect of investment income, capital gains or otherwise (in all cases net
      of allowable deductions);

	 	 
	4.4.6 	
      ensure that the Debt Guarantor
      is audited by the Auditors annually;

	 	 
	4.4.7 	
      when available, but no later
      than one hundred and eighty days after the Debt Guarantor's financial
      year-end, deliver to the Debt Guarantor and the Agent, a copy of the Debt
      Guarantor's audited annual financial statements for that year;
  and

	 	 
	4.4.8 	
      ensure that full, up-to-date and
      accurate Accounting Records for the Debt Guarantor are maintained in
      accordance with IFRS.

	 	 
	4.5 	
      Information
  Duties

	 	 
		
      The Administrator shall
  –







9

	4.5.1 	
      as soon as practicable after the
      occurrence of an event of default under any of the Finance Documents has
      come to its attention, give notice in writing to the Debt Guarantor of
      such event of default;

	 	 
	4.5.2 	
      as soon as practicable after
      such event has come to its attention, give notice in writing to the Debt
      Guarantor of the details of any pending legal action and any judgments or
      orders given against the Administrator which, in the reasonable opinion of
      the Administrator, could have a material adverse effect on the obligations
      of the Administrator under this Agreement;

	 	 
	4.5.3 	
      give to the Debt Guarantor such
      information and evidence (including the making of investigations
      reasonably required by the Debt Guarantor) as it shall reasonably require,
      and in such form as it may reasonably require, as to the performance by
      the Administrator of its obligations under this Agreement;

	 	 
	4.5.4 	
      supply all necessary information
      to the Auditors so that all statutory returns to be filed by the Debt
      Guarantor are correctly completed and timeously filed by the
      Administrator;

	 	 
	4.5.5 	
      supply data to and co-operate
      with the Auditors and the Debt Guarantor, including, without limitation,
      permitting the Auditors access to the Debt Guarantor's books and records
      from time to time; and

	 	 
	4.5.6 	
      procure the preparation and
      delivery to the Debt Guarantor of such further information and/or reports
      whether in writing or otherwise as the Finance Parties may reasonably
      require from time to time in relation to the Administrator's functions
      under this Agreement.

	 	 
	4.6 	
      Change in Administrator

	 	 
	4.6.1 	
      TMF shall be the Administrator
      until such time as the Guaranteed Obligations have been fully, finally and
      irrevocably discharged or until such time as TMF resigns by giving notice
      to the Debt Guarantor and the Agent, whereafter a replacement
      Administrator may be appointed.

	 	 
	4.6.2 	
      TMF undertakes, within twenty
      Business Days after the Change in Administrator Date, to deliver to the
      replacement Administrator all of the necessary documentation and
      information in order to enable the replacement Administrator to continue
      as Administrator under the terms of this Agreement.

	 	 
	4.6.3 	
      Should any change in regard to
      the Administration Services be made subsequent to the Change in
      Administrator Date, the replacement Administrator undertakes, as soon as
      reasonably possible, to notify the Debt Guarantor
  thereof.







10

	5 	
      EXERCISE OF DISCRETION BY THE
  ADMINISTRATOR

	 	 
		
      The Administrator shall use its reasonable endeavours to
      consult with the Debt Guarantor prior to exercising its own discretion in
      carrying out any of the Administration Services in terms of this
      Agreement.

	 	 
	6 	
      EXPENSES, DISBURSEMENTS AND REMUNERATION

	 	 
	6.1 	
      The expenses, disbursements and
      remuneration to be paid to the Administrator in consideration for
      providing the Administration Services are set out in the Letter of
      Engagement initially and thereafter as agreed between the Parties from
      time to time.

	 	 
	6.2 	
      The Administrator is not entitled
      to be paid any remuneration or to receive any reimbursement of any expense
      or disbursement incurred by the Administrator in the provision of the
      Administration Services under this Agreement from the Debt Guarantor, it
      being agreed that all such remuneration, expenses and disbursements will
      be paid by the Borrower.

	 	 
	6.3 	
      Without derogating from any
      aforegoing provision of this clause 6, should the Borrower fail to pay to
      the Administrator any expenses, disbursements or other remuneration due to
      it in accordance with the aforegoing provisions of this clause 6 or as
      agreed to between the Parties, the Agent shall be entitled to pay such
      amount and to recover same in full forthwith on written demand therefore
      from the Borrower.

	 	 
	7 	
      WARRANTIES, REPRESENTATIONS AND
  UNDERTAKINGS

	 	 
	7.1 	
      For so long as it is acting as
      Administrator under this Agreement, the Administrator hereby warrants,
      undertakes and represents in favour of the Debt Guarantor that on the
      Signature Date and thereafter on each day for the duration of this
      Agreement that –

	 	 
	7.1.1 	
      it is validly incorporated and
      existing as a duly registered company in South Africa;

	 	 
	7.1.2 	
      it has the necessary legal
      capacity to enter into and perform its obligations under this Agreement
      and has taken all necessary corporate and/or internal action to authorise
      the execution and performance of this Agreement and this Agreement
      constitutes the legal, valid, binding and enforceable obligations of the
      Administrator;

	 	 
	7.1.3 	
      it has the necessary experience,
      skill and expertise to perform the Administration Services in terms of
      this Agreement and it shall at all times perform the Administration
      Services in a proper manner as may be expected from such properly
      experienced person, making such experience, skill and expertise fully
      available to the Debt Guarantor;

	 	 
	7.1.4 	
      it is aware that the Debt
      Guarantor is and will be relying on the Administrator's experience, skill
      and expertise in performing the Administration
Services;







11

	7.1.5 	
      without prejudice to its rights,
      title and interests in any other capacity, it has, in its capacity as
      Administrator, no beneficial rights, title or interest in and to any of
      the information or data generated as a result of or in connection with the
      performance by the Administrator of the Administration Services in terms
      of this Agreement or, in its capacity as Administrator;

	 	 
	7.1.6 	
      in the execution of this
      Agreement and the performance by it of its obligations hereunder, it will
      not contravene any law or regulation to which the Administrator is subject
      or any provision of the MOI;

	 	 
	7.1.7 	
      it is in possession of all
      licences, consents, authorisations and the like necessary for it to
      lawfully provide the Administration Services and will keep in force all
      licences, approvals, authorisations and consents;

	 	 
	7.1.8 	
      it will give sufficient time and
      attention to, and will exercise due diligence, skill and care in the
      performance of, the Administration Services at least in such a manner as
      if the Administration Services are being performed in the conduct of the
      Administrator's own business;

	 	 
	7.1.9 	
      it will comply with any
      reasonable and lawful directions, orders and instructions which the
      Directors and the Debt Guarantor may from time to time give to it, which
      do not conflict with the Debt Guarantor's obligations under any agreements
      to which it is a party;

	 	 
	7.1.10 	
      all documentation executed by
      the Administrator in connection with the Administration Services on behalf
      of the Debt Guarantor, shall be properly executed by person/s duly
      authorised thereto and, where necessary, shall be properly registered and
      stamped; and

	 	 
	7.1.11 	
      it has disclosed to the Debt
      Guarantor all information which may reasonably be regarded as material by
      entities in a like or similar position to that of the Debt
    Guarantor.

	 	 
	7.2 	
      The Administrator gives the Debt
      Guarantor the warranties in clause 7.1 above on the basis that this
      Agreement is entered into by the Debt Guarantor relying on such
      warranties, each of which is deemed to be a material warranty inducing the
      Debt Guarantor to enter into this Agreement.

	 	 
	8 	
      NON- PETITION

	 	 
	8.1 	
      Notwithstanding any other
      provision of this Agreement, the Administrator under this Agreement and
      any successor-in-title to the rights of the Administrator shall not
    –







12

	8.1.1 	
      apply for, or join any person in
      applying for, a judgment or take any proceedings for the obtaining of a
      judgment for the payment of money or damages by the Debt
  Guarantor;

	 	 
	8.1.2 	
      levy or enforce any attachment
      or execution or take any proceedings for the levying of or enforcement of
      any attachment or execution upon or against any assets of the Debt
      Guarantor;

	 	 
	8.1.3 	
      institute, or join with any
      person in instituting, any proceedings for the Debt Guarantor to be wound
      up or liquidated whether provisionally or finally or for the appointment
      of a provisional or final liquidator, business rescue practitioner or
      similar officer of the Debt Guarantor, or any of the Debt Guarantor's
      assets;

	 	 
	8.1.4 	
      lodge a claim in the winding up
      or commencement of business rescue proceedings of the Debt
    Guarantor;

	 	 
	8.1.5 	
      exercise or seek to exercise or
      take any proceedings for the exercise of the exception non adimpleti
      contractus or any right of set-off or counter-payment against the Debt
      Guarantor; or

	 	 
	8.1.6 	
      be entitled to take any action
      against the Debt Guarantor to recover any amounts payable by the Debt
      Guarantor,

	 	 
		
      and the Administrator and such
      successor-in-title waives its rights in respect of such applications,
      proceedings and rights.

	 	 
	8.2 	
      The provisions of this clause 8
      shall continue to be effective and binding upon the Parties hereto
      (including any party that has agreed in writing to be bound by the terms
      of this Agreement) despite any termination or cancellation of this
      Agreement.

	 	 
	9 	
      INDEMNITY BY ADMINISTRATOR IN FAVOUR OF THE DEBT
      GUARANTOR

	 	 
	9.1 	
      The Debt Guarantor shall not in
      any circumstances be liable for the acts, omissions and representations of
      the Administrator, its employees or representatives, save to the extent
      performed on the Debt Guarantor's behalf in accordance with this Agreement
      and any other agreements to which it is a party.

	 	 
	9.2 	
      The Administrator hereby
      indemnifies the Debt Guarantor and its respective directors, officers and
      employees against all costs (including all costs of litigation), expenses,
      damages (whether direct or consequential), loss, liability, claims,
      actions or proceedings of whatever nature which the Debt Guarantor or any
      third party may suffer or incur arising from or attributable to
–

	 	 
	9.2.1 	
      the grossly negligent or
      fraudulent performance or wilful default by the Administrator, its
      employees or representatives, of the Administrator's duties and exercise
      of its rights under this Agreement or the grossly negligent or
fraudulent omission by the Administrator or any of its employees or
representatives to perform any of the duties of the Administrator under this
Agreement; 







13

	9.2.2 	
      any breach by the Administrator
      of this Agreement, including its representations, warranties and covenants
      hereunder; or 

	  	
       

	9.2.3 	
      any grossly negligent act or
      omission by the Administrator, its employees or representatives which
      causes the Debt Guarantor to breach any of the provisions of any other
      agreements to which it is a party, including any representation, covenant
      or warranty given thereunder. 

	  	
       

	10 	
      SUB-CONTRACTING AND DELEGATION 

	  	
       

	10.1 	
      The Administrator shall be
      entitled, with the prior written consent of the Debt Guarantor, at the
      cost of the Administrator and in instances where the services or advice of
      experts is required, to appoint experts to render specific services,
      including – 

	  	
       

	10.1.1 	
      financial administration;
  

	  	
       

	10.1.2 	
      legal services; 

	  	
       

	10.1.3 	
      tax consulting services; and/or
      

	  	
       

	10.1.4 	
      information technology services.
      

	  	
       

	10.2 	
      Should the Administrator appoint
      any experts in accordance with the provisions of clause 10.1 above, the
      Administrator shall not thereby be released or discharged from any
      liability in terms of this Agreement and shall remain responsible for the
      advice and assistance rendered by such expert. 

	  	
       

	11 	
      SERVICES NON-EXCLUSIVE 

	  	
       

		
      Nothing in this Agreement shall prevent the Administrator
      from rendering services similar to those provided for in this Agreement to
      other persons, firms or companies carrying on business similar to the
      business of the Debt Guarantor or the Administrator's own business
      provided that the Administrator continues to give sufficient time and
      attention to its obligations in terms of this Agreement. 

	  	
       

	12 	
      DURATION AND TERMINATION 

	  	
       

	12.1 	
      This Agreement shall commence on
      the Signature Date hereof and, subject to provisions of clause 12.2,
      clause 12.3, clause 12.4, and clause 12.10 below continue until the later
      of – 







14

	12.1.1 	
      the date on which all of the
      obligations of the Debt Guarantor under the Finance Documents to which it
      is a party are fully, finally, and irrevocably discharged and all
      Encumbrances securing such obligations are fully, finally and irrevocably
      discharged; or

	 	 
	12.1.2 	
      such later date as may be agreed
      between the Parties.

	 	 
	12.2 	
      The Debt Guarantor and/or the
      Administrator shall at any time be entitled to terminate the appointment
      of the Administrator in terms of this Agreement on not less than ninety
      days prior written notice to the other of them to such effect, provided
      that the Debt Guarantor or the Administrator (as the case may be) shall
      only be entitled to so terminate this Agreement if a replacement
      Administrator (acceptable to the Debt Guarantor and the Agent) has been
      appointed and assumes office as such and is able to demonstrate to the
      reasonable satisfaction of the Debt Guarantor and the Agent that it has
      the necessary systems and capabilities to render the Administration
      Services.

	 	 
	12.3 	
      Should TMF cease to act as
      Administrator prior to the date envisaged in clause 12.1 above, TMF
      undertakes to appoint a replacement Administrator to perform the
      Administration Services until such time as all of the Guaranteed
      Obligations have become discharged, as contemplated by clause 12.1 above.
      References in this Agreement to TMF shall be deemed to include references
      to such replacement Administrator.

	 	 
	12.4 	
      Should –

	 	 
	12.4.1 	
      the Administrator breach any
      material provision of this Agreement, which breach –

	 	 
	12.4.1.1 	
      is incapable of being remedied;
      or

	 	 
	12.4.1.2 	
      if capable of being remedied, is
      not remedied within seven Business Days after receiving written notice
      from the Debt Guarantor requiring such breach to be remedied;

	 	 
	12.4.2 	
      the Administrator breach any
      other provision of this Agreement which breach, if capable of being
      remedied, is not remedied within thirty days after receiving written
      notice from the Debt Guarantor requiring such breach to be
  remedied;

	 	 
	12.4.3 	
      the Administrator be
      liquidated;

	 	 
	12.4.4 	
      the Administrator have any
      application or other proceedings brought against it or in respect of it in
      terms of which it is sought to be deregistered, wound-up or liquidated, or
      have any business rescue proceedings instituted against it in terms of
      Chapter 6 of the Act (in any such event whether provisionally or finally),
      other than proceedings that are being contested by appropriate legal
      proceedings;







15

	12.4.5 	
      the Administrator become
      insolvent or commit any act which is or, if it were a natural person,
      would be an act of insolvency as defined in the Insolvency Act; 

	  	
       

	12.4.6 	
      the Administrator be deemed to
      be financially distressed in terms of the Act; 

	  	
       

	12.4.7 	
      the Administrator compromise or
      attempt to compromise with, or defer or attempt to defer payment of debts
      owing by it to, its creditors generally; 

	  	
       

	12.4.8 	
      the Administrator alienate or
      encumber the whole or a major portion of its assets (other than in the
      ordinary course of the Administrator's business); 

	  	
       

	12.4.9 	
      the Administrator ceases to
      carry on its business in a normal and regular manner or materially change
      the nature of its business; or 

	  	
       

	12.4.10 	
      the performance of the
      Administrator's obligations in terms of this Agreement become illegal,
    

	  	
       

		
      then the Debt Guarantor (with the
      prior written consent of the Agent) shall be entitled, without prejudice
      to its other rights in law including the right to claim damages, to
      summarily or at any time thereafter cancel the Administrator's appointment
      under this Agreement or to claim immediate specific performance of all of
      the Administrator's obligations, whether or not otherwise then due for
      performance. Any termination of appointment pursuant to this clause 12.4
      shall be without liability or penalty on the part of the Debt Guarantor
      for so doing. 

	  	
       

	12.5 	
      No event contemplated in clause
      12.4 above occurring in relation to any Administrator, which occurs while
      such person is acting as Administrator, shall be attributable to the
      replacement Administrator. It is specifically recorded that the
      replacement Administrator's obligations under this Agreement only arise on
      the Change in Administrator Date. 

	  	
       

	12.6 	
      The Administrator shall inform
      the Debt Guarantor in writing of any event contemplated in clause 12.4
      above forthwith after the happening of such event. 

	  	
       

	12.7 	
      On and after termination of the
      Administrator's appointment u pursuant to clause 12.4 above, all rights,
      authority and power of the Administrator under this Agreement shall be
      terminated and be of no further effect whatsoever and the Administrator
      shall not hold itself out in any way as the agent of the Debt Guarantor.
      

	  	
       

	12.8 	
      The termination of the
      Administrator's appointment under this Agreement will be without prejudice
      to the rights of the Parties in respect of any breach of this Agreement
      occurring prior to such termination. 

	  	
       

	12.9 	
      Notwithstanding anything to the
      contrary contained in this Agreement, if the Debt Guarantor serves any
      notice of cancellation on the Administrator pursuant to clause 12.4 above,
      it shall be entitled, notwithstanding that the Administrator may dispute
      the notice of cancellation, forthwith to appoint another person to act as
Administrator in terms of this Agreement, pending resolution of the dispute.







16

	12.10 	
      The Parties specifically agree
      that the rights and obligations of TMF, its successor or such replacement
      Administrator appointed pursuant to clause 12.3 above, under this
      Agreement shall terminate once all the Guaranteed Obligations have been
      fully, finally and irrevocably discharged.

	 	 
	13 	
      RIGHTS AND DUTIES ON TERMINATION

	 	 
		
      Upon termination of the Administrator's appointment under
      this Agreement for any reason, the Administrator shall immediately
  –

	 	 
	13.1 	
      cease and refrain thereafter from
      –

	 	 
	13.1.1 	
      performing any of the
      Administration Services under this Agreement; and

	 	 
	13.1.2 	
      using or disclosing to others
      any Confidential Information relating to this Agreement;

	 	 
	13.2 	
      return to the Debt Guarantor all
      documents held in safe custody by the Administrator on behalf of the Debt
      Guarantor, or that came into the possession of the Administrator pursuant
      to the provisions of this Agreement including originals and any copies of
      such documents;

	 	 
	13.3 	
      deliver to the Debt Guarantor all
      systems, pin numbers, passwords, security codes and keys used or acquired
      by the Administrator in terms of this Agreement;

	 	 
	13.4 	
      hand over any monies then held by
      the Administrator or at any time thereafter received by the Administrator
      on behalf of the Debt Guarantor; and

	 	 
	13.5 	
      generally do all such things as
      may be necessary to place the Debt Guarantor or a new Administrator in
      full control of the facilities and/or Administration Services provided in
      terms of this Agreement.

	 	 
	14 	
      CONFIDENTIALITY

	 	 
	14.1 	
      Each of the Administrator and the
      Debt Guarantor agree to maintain the provisions of the Finance Documents
      to which it is party and the details of their negotiations leading up to
      the conclusion of the Finance Documents to which it is party as
      confidential and shall not, save as required by Applicable Law, disclose
      any of such details or information to any third party whomsoever, other
      than to its professional advisers under similar confidentiality
      undertakings. The provisions of this clause shall not apply to any
      information which is in the public domain other than through a breach of
      the provisions of this clause 14.







17

	14.2 	
      The Administrator shall maintain
      as confidential all Confidential Information which it obtains and has
      obtained in relation to the Finance Parties, provided that such
      undertaking shall not apply –

	 	 
	14.2.1 	
      if such Confidential Information
      is or was in the public domain; and

	 	 
	14.2.2 	
      if the Administrator is required
      to deliver any such Confidential Information in accordance with Applicable
      Law.

	 	 
	15 	
      NOTICES AND DOMICILIA

	 	 
	15.1 	
      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, the following addresses
–

	 	 
	15.1.1 	
      in the case of the Debt
      Guarantor –




	 	Physical address: 	3rd Floor, 200 on Main 
	 	 	 
	 	  	Corner of Main and Bowwood Roads 
	 	 	 
	 	  	Claremont 
	 	 	 
	 	  	7708 
	 	 	 
	 	Fax number: 	xxx 
	 	 	 
	 	Email address: 	xxx 
	 	 	 
	 	Attention: 	Managing Director 



	15.1.2 	
      in the case of the Borrower
    –




	 	Physical: 	23/25 Commerce Crescent 
	 	 	 
	 	  	Kramerville 
	 	 	 
	 	 	2031  
	 	 	 
	 	Telefax: 	xxx 
	 	 	 
	 	Email address: 	xxx 
	 	 	 
	 	Attention: 	Dave Smaldon 



	15.1.3 	
      in the case of the Administrator
      –




	 	Physical address: 	3rd Floor, 200 on Main 
	 	 	 
	 	  	Corner of Main and Bowwood Roads 
	 	 	 
	 	  	Claremont 
	 	 	 
	 	  	7708 
	 	 	 
	 	Fax number: 	xxx 
	 	 	 
	 	Email address: 	xxx 
	 	 	 
	 	Attention: 	The Managing Director; and 






18 

	15.1.4 	
      in the case of the Agent
  –




	 	Physical address: 	14th Floor, 1 Merchant Place 
	 	 	 
	 	  	1 Fredman Drive 
	 	 	 
	 	 	Sandton  
	 	 	 
	 	  	2196 
	 	 	 
	 	Fax number: 	xxx 
	 	 	 
	 	Email Address: 	xxx 
	 	 	 
	 	Attention: 	Theresa Rheeder, 


or at such other address, not being a
post office box or post restante, of which the Party concerned may notify
the other in writing. 

	15.2 	
      Any notice or communication
      required or permitted to be given in terms of this Agreement shall be
      valid and effective only if in writing but it shall be competent to give
      notice only by hand delivery or by courier or telefax.

	 	 
	15.3 	
      Either Party may by notice to the
      other Party change the physical address where postal delivery occurs or
      its telefax number, provided that the change shall become effective on the
      fourteenth Business Day from the deemed receipt of the notice by the other
      Party.

	 	 
	15.4 	
      Any notice to a Party –

	 	 
	15.4.1 	
      delivered by hand to a
      responsible person during ordinary business hours at the physical address
      chosen as its domicilium citandi et executandi shall be deemed to
      have been received on the day of delivery;

	 	 
	15.4.2 	
      delivered by courier service to
      a responsible person during ordinary business hours at the physical
      address chosen as its domicilium citandi et executandi shall be
      deemed to have been received on the day of delivery by the courier service
      concerned; or

	 	 
	15.4.3 	
      sent by telefax to its chosen
      telefax number stipulated in clause 15.1, shall be deemed to have been
      received on the date of despatch (unless the contrary is
proved).

	 	 
	15.5 	
      Notwithstanding anything to the
      contrary herein contained, a written notice or communication actually
      received by a Party shall be an adequate written notice or communication
      to it notwithstanding that it was not sent to or delivered at its chosen
      domicilium citandi et executandi.







19

	16 	
      ASSIGNMENT

	 	 
		
      Neither the Administrator nor the Borrower may cede,
      delegate or otherwise transfer any of their rights or obligations under
      this Agreement without the prior consent of the Agent and the Debt
      Guarantor.

	 	 
	17 	
      GOVERNING LAW

	 	 
		
      This Agreement and any non-contractual obligations
      arising out of or in connection with it] are governed by South African
      law.

	 	 
	18 	
      JURISDICTION

	 	 
	18.1 	
      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) (a
  "Dispute").

	 	 
	18.2 	
      The Parties agree that the courts
      of South Africa are the most appropriate and convenient courts to settle
      Disputes and accordingly no Party will argue to the contrary.

	 	 
	19 	
      REMEDIES AND WAIVERS

	 	 
		
      No failure to exercise, nor any delay in exercising, on
      the part of any Party, any right or remedy under this Agreement or other
      document or other indulgence shall operate as a waiver, nor shall any
      single or partial exercise of any right or remedy otherwise affect any of
      that Party's rights in terms of or arising from 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. No consent to any waiver or novation of a Party's rights in
      terms of or arising from this Agreement shall be effective unless it is in
      writing. No single or partial exercise of any right or remedy shall
      prevent any further or other exercise or the exercise of any other right
      or remedy. The rights and remedies provided in this Agreement are
      cumulative and not exclusive of any rights or remedies provided by
    law.

	 	 
	20 	
      NO VARIATION

	 	 
		
      No variation of, addition to, consensual cancellation of
      or waiver of any right arising in terms of this Agreement (including this
      clause 20) 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.







20

	21 	
      SOLE AGREEMENT

	 	 
		
      This Agreement constitute the sole record of the
      agreement between the Parties in regard to the subject matter
    thereof.

	 	 
	22 	
      SEVERABILITY

	 	 
	22.1 	
      All provisions of this Agreement
      are, notwithstanding the manner in which they have been grouped together
      or linked grammatically, severable from each other.

	 	 
	22.2 	
      Any provision of this Agreement
      which is or becomes unenforceable, whether due to voidness, invalidity,
      illegality, unlawfulness or for any other reason whatever, shall, only to
      the extent that it is so unenforceable, be treated as pro non scripto
      and the remaining provisions of this Agreement shall remain of full
      force and effect.

	 	 
	22.3 	
      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.

	 	 
	23 	
      COSTS

	 	 
	23.1 	
      The costs of the preparation of
      this Agreement, the drawing and redrafting thereof and sundry attendances
      incidental to the aforegoing, together with any securities transfer taxes
      payable thereon, shall be borne in accordance with the provisions of the
      Facility Agreement.

	 	 
	23.2 	
      All legal costs, including costs
      as between attorney and own client, charges and disbursements incurred by
      a Party in enforcing any of the provisions of this Agreement and costs and
      disbursements incurred in tracing another Party and in collecting and
      endeavouring to collect all or any amounts payable by such other Party
      hereunder or otherwise, and all collection commission, and all other fees
      and charges of a like nature, shall be for the account of such other Party
      and payable on demand.

	 	 
	24 	
      EXECUTION

	 	 
		
      This Agreement –

	 	 
	24.1 	
      may be executed in separate
      counterparts, none of which need contain the signatures of all of the
      Parties, each of which shall be deemed to be an original and all of which
      taken together constitute one agreement; and

	 	 
	24.2 	
      shall be valid and binding upon
      the Parties, notwithstanding that one or more of the Parties may sign a
      facsimile or scanned copy thereof and whether or not such facsimile copy
      contains the signature of any other Party.







SIGNED at Cape Town on 07 June 2018 


	For and on behalf of 
	K2018318388 (SOUTH AFRICA) (RF) 
	PROPRIETARY LIMITED 
	 
	 
	/s/ Rozanne
      Kamalie 
	Signature 
	 
	Rozanne Kamalie
  
	Name of Signatory 
	 
	Director 
	Designation of Signatory 







SIGNED at Cape Town on 7 June 2018


	For and on behalf of 
	TMF CORPORATE SERVICES (SOUTH 
	AFRICA) PROPRIETARY LIMITED 
	  
	  
	  
	/s/ Nicholas
      Clarke 
	Signature 
	  
	Nicholas Clarke
  
	Name of Signatory 
	  
	Authorised
      Signatory 
	Designation of Signatory 







SIGNED at Sandton on 28 June 2018


	For and on behalf of 
	FIRSTRAND BANK LIMITED (ACTING 
	THROUGH ITS RAND MERCHANT BANK 
	DIVISION) 
	  
	  
	/s/ Robert Leon 
	Signature 
	  
	Robert Leon 
	Name of Signatory 
	  
	Authorised 
	Designation of Signatory 
	  
	  
	  
	/s/ Jon Chowthee
    
	Signature 
	  
	Jon Chowthee

	Name of Signatory 
	  
	Authorised 
	Designation of Signatory 







SIGNED at Sandton on 28 June 2018


	For and on behalf of 
	DNI-4PL CONTRACTS PROPRIETARY LIMITED
    
	 
	 
	/s/ A. J. Dunn
  
	Signature 
	 
	A. J. Dunn 
	Name of Signatory 
	 
	CEO 
	Designation of Signatory