Net 1 UEPS Technologies, Inc.: Exhibit 10.94 - Filed by newsfilecorp.com






Exhibit 10.94 

COUNTER-INDEMNITY AGREEMENT 

by 

DNI-4PL CONTRACTS PROPRIETARY LIMITED 
(as Borrower)


in favour of 

K2018318388 (SOUTH AFRICA) (RF) PROPRIETARY LIMITED

(as Debt Guarantor) 

 




TABLE OF CONTENTS 

	1
      	PARTIES
      	1
      
	2
      	DEFINITIONS
      AND INTERPRETATION 	1
      
	3
      	INDEMNITY
      	2
      
	4
      	REPRESENTATIONS
      AND WARRANTIES 	4
      
	5
      	TRANSACTION
      SECURITY 	6
      
	6
      	PAYMENTS
      	6
      
	7
      	CALCULATIONS
      AND CERTIFICATES 	7
      
	8
      	CHANGES
      TO THE PARTIES 	7
      
	9
      	NOTICES
      	7
      
	10
      	PARTIAL
      INVALIDITY 	10
      
	11
      	REMEDIES
      AND WAIVERS 	10
      
	12
      	AMENDMENTS,
      WAIVERS AND EXTENSIONS 	10
      
	13
      	RENUNCIATION
      OF BENEFITS 	10
      
	14
      	COUNTERPARTS
      	10
      
	15
      	SOLE
      AGREEMENT 	11
      
	16
      	NO
      IMPLIED TERMS 	11
      
	17
      	INDEPENDENT
      ADVICE 	11
      
	18
      	GOVERNING
      LAW 	11
      
	19
      	JURISDICTION
      	11
      






1 

	1 	
      PARTIES




	1.1 	
      The Parties to this Agreement are
–




	1.1.1 	
      DNI-4PL Contracts Proprietary Limited, registration
      number 2005/040937/07 (as "Borrower"); and

	 	 
	1.1.2 	
      K2018318388 (South Africa) (RF) Proprietary Limited,
      registration number 2018/318388/07 (as "Debt
  Guarantor").




	1.2 	
      The Parties agree as set out
below.




	2 	
      DEFINITIONS AND
INTERPRETATION




	2.1 	
      Definitions

	 	 
		
      In this Agreement, including the recitals, capitalised
      terms used but not defined below shall have the meanings ascribed thereto
      in the Facility Agreement (as defined below) and the following expressions
      shall, except where the context otherwise requires, have the meanings
      assigned to them hereunder –




	2.1.1 	
      "Acceleration Notice" means a notice given by the
      Agent to the Borrower under clause 23.15 (Acceleration) of the
      Facility Agreement and the corresponding provisions of a Facility
      Agreement, declaring any or all amounts outstanding under a Facility
      Agreement to be due and payable;

	 	 
	2.1.2 	
      "Agent" means FirstRand Bank Limited (acting
      through its Rand Merchant Bank Division), registration number
      1929/001225/06, a public company and registered bank duly incorporated in
      accordance with the laws of South Africa;

	 	 
	2.1.3 	
      "Agreement" means this counter indemnity agreement
      and its Annexures;

	 	 
	2.1.4 	
      "Debt Guarantee" means the first-ranking debt
      guarantee given by the Debt Guarantor in favour of the Finance Parties
      (other than the Debt Guarantor), dated on or about the Signature Date, for
      the obligations of the Borrower under the Finance Documents;

	 	 
	2.1.5 	
      "Facility Agreement" means the agreement concluded
      on or about the Signature Date between, amongst others, the Agent (as
      lender and agent) and the Borrower pursuant to which the Lender makes a
      revolving credit facility available to the Borrower, all on the terms and
      conditions contained therein;

	 	 
	2.1.6 	
      "Parties" means the parties to this Agreement and
      "Party" means any of them, as the context may require;

	 	 
	2.1.7 	
      "Secured Creditors" means the Finance Parties;
      and







2 

	2.1.8 	
      "Signature Date" means the date of the signature
      of the Party last signing this Agreement in
time.




	2.2 	
      Construction

	 	 
		
      The provisions of clauses 2.2 (Construction) and
      2.3 (Third Party Rights) of the Facility Agreement are hereby
      incorporated by reference into and apply to this Agreement as though they
      were set out in full in this Agreement, except that any reference in those
      clauses to the Facility Agreement is to be construed as a reference to
      this Agreement.




	3 	
      INDEMNITY




	3.1 	
      Indemnity




	3.1.1 	
      With effect from Fulfilment Date, the Borrower hereby
      indemnifies and holds the Debt Guarantor harmless against any claim made
      against, or liability of the Debt Guarantor under, or amounts payable by
      the Debt Guarantor in accordance with, the Debt Guarantee (including,
      without limitation, any properly evidenced loss, liability, damage, claim,
      cost or expense of whatsoever nature plus legal costs as between attorney
      and own client, which the Debt Guarantor may suffer or incur as a result
      of executing or furnishing, or taking any action to enforce its rights
      under, this Agreement, the Debt Guarantee or any other Finance Document to
      which it is a party) and irrespective of the validity and legal effect of
      the Debt Guarantee.

	 	 
	3.1.2 	
      The liability of the Borrower under this Indemnity is
      unlimited and shall be discharged and paid as provided in clause 3.2
      (Settlement of Claims) below.




	3.2 	
      Settlement of Claims




	3.2.1 	
      The Borrower shall pay to the Debt Guarantor on first
      written demand, irrevocably unconditionally and without objection or
      qualification, any amount which the Debt Guarantor is called upon to pay
      under the Debt Guarantee (plus any properly evidenced costs, fees or
      expenses incurred by the Debt Guarantor in enforcing its rights under this
      Agreement or any Security Document), subject only to the following
      requirements –




	3.2.1.1 	
      an Event of Default has occurred and is
  continuing;

	 	 
	3.2.1.2 	
      that such amount –




	3.2.1.2.1 	
      is due and owing by, and payment thereof has been validly
      demanded in writing from, the Borrower under a Finance Document
      (including, if applicable, by way of acceleration under clause 23.15
      (Acceleration) of the Facility Agreement);
and







3 

	3.2.1.2.2 	
      has not been paid in full;

	 	 
	3.2.1.2.3 	
      the Agent has issued an Acceleration Notice;

	 	 
	3.2.1.2.4 	
      the Debt Guarantor has been called upon in writing to
      make payment in respect of that amount under the Debt Guarantee;
  and

	 	 
	3.2.1.2.5 	
      copies of the notices of demand referred to in clauses
      3.2.1.2 and 3.2.1.2.3 above have been delivered to the
  Borrower.




	3.2.2 	
      A payment made by the Borrower under this clause and
      received for value by the Debt Guarantor, shall discharge, in an equal
      amount, the corresponding underlying payment obligation of the Borrower
      under the Finance Documents in respect of which the payment under this
      clause is made.




	3.3 	
      Continuing Obligations




	3.3.1 	
      The obligations of the Borrower under this Agreement
      shall remain in force and extend to the ultimate balance of all amounts
      owing under the Debt Guarantee as a continuing covering indemnity until
      the Discharge Date, regardless of any intermediate discharge or settlement
      or temporary extinction thereof or temporary fluctuation therein. The
      Borrower may not withdraw from or terminate this Agreement at any time
      before the Discharge Date.

	 	 
	3.3.2 	
      This Agreement shall be enforceable against the Borrower
      in accordance with its terms, whether as an indemnity or otherwise,
      regardless of any invalidity or unenforceability of the Debt Guarantee,
      for any reason whatsoever, in whole or in
part.




	3.4 	
      Waiver of Defences




	3.4.1 	
      The obligations of the Borrower under this Agreement and
      the indemnities given hereunder shall not be prejudiced, affected or
      diminished by an act, omission, circumstance, matter or thing which, but
      for this provision, might otherwise operate to reduce, release or
      prejudice any of the Borrower's obligations under this Agreement (whether
      or not known to it or any Finance Party), including –

	 	 
	3.4.1.1 	
      any time, waiver or consent granted to, or composition
      with, the Borrower, the Debt Guarantor or other person;

	 	 
	3.4.1.2 	
      the release of any person under the terms of any
      composition or arrangement with any creditor of the Borrower or another
      person;

	 	 
	3.4.1.3 	
      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
  person;







4 

	3.4.1.4 	
      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;

	 	 
	3.4.1.5 	
      any legal disability, incapacity or lack of power,
      authority or legal personality of or dissolution or change in the members
      or status of the Borrower, the Debt Guarantor or any other
  person;

	 	 
	3.4.1.6 	
      any amendment (however fundamental and whether or not
      more onerous) of a Finance Document or any other document or security
      (including, without limitation, any extension of the due date for
      performance of any Guaranteed Obligation or any increase or replacement of
      any facility);

	 	 
	3.4.1.7 	
      any unenforceability, illegality, invalidity, suspension,
      cancellation or non-provability of any obligation of any person under any
      Finance Document or any other document or security;

	 	 
	3.4.1.8 	
      any liquidation, winding-up, insolvency, business rescue
      or similar proceedings in respect of the Borrower, the Debt Guarantor, a
      Finance Party or any other person;

	 	 
	3.4.1.9 	
      the Debt Guarantor or any Finance Party receiving a
      dividend or benefit in any insolvency, liquidation or any compromise or
      composition, whether in terms of any statutory enforcement or the common
      law;

	 	 
	3.4.1.10 	
      any Finance Party granting any indulgences to the
      Borrower or not exercising any one or more of its rights under the Finance
      Documents, either timeously or at all; and/or

	 	 
	3.4.1.11 	
      any other fact or circumstance arising on which the
      Borrower might otherwise be able to rely on a defence based on prejudice,
      waiver or estoppel.




	3.4.2 	
      The Debt Guarantor shall not be concerned or required to
      see or investigate the powers or authority of the Borrower or its
      directors, officers or agents.




	4 	
      REPRESENTATIONS AND
WARRANTIES




	4.1 	
      The Borrower makes the representations and warranties set
      out in this clause 4 to the Debt Guarantor on each day that this Agreement
      is in force.

	 	 
	4.2 	
      References in this clause to "it" or "its",
      unless the context otherwise requires, is a reference to the Borrower. The
      representations and warranties set out in this clause 4 shall be deemed to
      be made by reference to the facts and circumstances existing at the date
      on which the representation is made.

	 	 
	4.3 	
      The Debt Guarantor enters into the Finance Documents to
      which it is a party on the strength of and relying on the representations
      and warranties set out in this clause 4, 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 Debt Guarantor to enter into those Finance
  Documents.








5 

	4.4 	
      Status

	 	 
		
      The Borrower is a company limited by shares, duly
      incorporated and validly existing under the laws of South Africa with the
      corporate power to own its assets and to conduct its business as presently
      conducted.





	4.5 	
      Power and Authority




	4.5.1 	
      It has the power and capacity to enter into and perform,
      and has taken all necessary corporate and other action to authorise the
      entry into and performance of, this Agreement and the transactions
      contemplated by this Agreement.

	 	 
	4.5.2 	
      No limit on its powers will be exceeded as a result of
      the borrowing, granting of Security or the giving of the guarantees or
      indemnities contemplated in this Agreement.




	4.6 	
      Binding Obligations

	 	 
		
      This Agreement and the indemnities given hereunder are
      legal, valid, binding and, subject to general principles of law applicable
      to companies and affecting the rights of creditors generally, enforceable
      obligations.

	 	 
	4.7 	
      Non-Conflict with other Obligations

	 	 
		
      The entry into, and performance by, the Borrower of, and
      the transactions contemplated by, this Agreement do not and will not
      conflict with:




	4.7.1 	
      any law or regulation applicable to it;

	 	 
	4.7.2 	
      the constitutional documents of the Borrower;
or

	 	 
	4.7.3 	
      any agreement or document which is binding upon the
      Borrower or any of its assets.




	4.8 	
      Validity and Admissibility in Evidence

	 	 
		
      All Authorisations and any other acts, conditions or
      things required or desirable –




	4.8.1 	
      to enable it lawfully to enter into, exercise its rights
      and comply with its obligations in this Agreement; and

	 	 
	4.8.2 	
      to make this Agreement admissible in evidence in South
      Africa,



have been obtained, effected, done,
fulfilled or performed and are in full force and effect. 




6 

	5 	
      TRANSACTION SECURITY

	 	 
		
      As security for the obligations of the Borrower under
      this Agreement and the indemnities contained herein, the Borrower shall
      grant to the Debt Guarantor all the Security to be established (or
      intended to be established) under the Security Documents to which the
      Borrower is required to be a party (as set out in the Facility Agreement)
      and shall maintain in full force and effect and preserve all such Security
      until the Discharge Date.

	 	 
	6 	
      PAYMENTS




	6.1 	
      All payments by the Borrower under this Agreement must be
      made to the Debt Guarantor or its order into such bank account at such
      office or bank in South Africa as it may notify to the Borrower for this
      purpose by not less than five Business Days' prior notice.

	 	 
	6.2 	
      Each amount payable under this Agreement is payable in
      Rand.

	 	 
	6.3 	
      Payments under this Agreement must be made for value on
      the due date in immediately available and freely transferable funds, or at
      such times and in such funds as the Debt Guarantor may specify to the
      Borrower as being customary at the time for the settlement of transactions
      in Rand in the place for payment.

	 	 
	6.4 	
      All payments made by the Borrower under this Agreement
      must be calculated and made without (and free and clear of any deduction
      for) set-off or counterclaim.

	 	 
	6.5 	
      If a payment under this Agreement 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) or whatever day the Debt
      Guarantor reasonably determines is market practice.

	 	 
	6.6 	
      If any sum due from the Borrower under this Agreement (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 –




	6.6.1 	
      making or filing a claim or proof against the Borrower;
      or

	 	 
	6.6.2 	
      obtaining or enforcing an order, judgment or award in
      relation to any litigation proceedings,

	 	 
		
      the Borrower shall as an independent obligation, within
      three Business Days of demand, indemnify the Debt Guarantor against any
      properly evidenced cost, loss or liability arising out of or as a result
      of the conversion including any discrepancy between (i) the rate of
      exchange used to convert that Sum from the First Currency into the Second
      Currency and (ii) the rate or rates of exchange available to the Debt
      Guarantor at the time of its receipt of that
Sum.







7 

	7 	
      CALCULATIONS AND
CERTIFICATES




	7.1 	
      In any litigation or arbitration proceedings arising out
      of or in connection with this Agreement, the entries made in the accounts
      maintained by or on behalf of the Debt Guarantor, in the absence of
      manifest error, are prima facie proof of the matters to which they
      relate.

	 	 
	7.2 	
      Any certification or determination by the Debt Guarantor
      of a rate or amount (together with details of the calculation) or a due
      date under this Agreement, signed by any officer, manager or employee of
      the Debt Guarantor (the appointment of which officer, manager or employee
      need not be proved), will be, in the absence of manifest error, prima
      facie proof of the matters to which it
relates.




	8 	
      CHANGES TO THE PARTIES




	8.1 	
      The Debt Guarantor shall be entitled at any time and
      without the consent of the Borrower to cede and/or delegate any or all of
      its rights and/or obligations under this Agreement. The Borrower hereby
      unconditionally and irrevocably consents to the splitting of any claims
      against it which may result from or pursuant to or in consequence of such
      cession and/or delegation by the Debt Guarantor in terms of this
      Agreement.

	 	 
	8.2 	
      The Borrower shall not be entitled to cede any of its
      rights or delegate any of its obligations under this
  Agreement.




	9 	
      NOTICES




	9.1 	
      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 fax, email or letter.

	 	 
	9.2 	
      Addresses

	 	 
		
      The address, email address and fax number (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
–




	9.2.1 	
      in the case of the Borrower –




	 	Physical address: 	23/25 Commerce Crescent 
	 	 	 
	 	  	Kramerville 
	 	 	 
	 	 	
      2031  

	 	 	 
	 	Fax number: 	086 689 4948 






8 

	  	Email address: 	xxx 
	 	 	 
	  	Attention: 	Dave Smaldon; and 
	 	 	 
	9.2.2 	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: 	The Managing Director, 


or any substitute address or fax
number or department or officer as the Party may notify to the other Party by
not less than five Business Days' notice. 

	9.3 	
      Domicilia




	9.3.1 	
      Each of the Parties chooses its physical address provided
      under or in connection with clause 9.2 (Addresses) as its
      domicilium citandi et executandi at which documents in legal
      proceedings in connection with this Agreement may be served.

	 	 
	9.3.2 	
      Any 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 pursuant to clause 9.4
      (Delivery).




	9.4 	
      Delivery




	9.4.1 	
      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 –




	9.4.1.1 	
      if by way of email, be deemed to have been received on
      the date of transmission;

	 	 
	9.4.1.2 	
      if by way of fax, be deemed to have been received on the
      first Business Day following the date of transmission provided that the
      fax is received in legible form;

	 	 
	9.4.1.3 	
      if delivered by hand, be deemed to have been received at
      the time of delivery; and

	 	 
	9.4.1.4 	
      if by way of courier service, be deemed to have been
      received on the seventh Business Day following the date of such
      sending, and if a particular department or officer is specified as
      part of its address details provided under clause 9.2 (Addresses)
  above, if addressed to that department or officer.








9 

	9.4.2 	
      Any communication or document to be made or delivered to
      the Debt Guarantor will be effective only when actually received by the
      Debt Guarantor and then only if it is expressly marked for the attention
      of the department or officer identified with the Debt Guarantor's address
      details provided under clause 9.2 (Addresses) above (or any
      substitute department or officer as the Debt Guarantor shall specify for
      this purpose).

	 	 
	9.4.3 	
      Any communication or document which becomes effective, in
      accordance with clauses 9.4.1 to 9.4.1.4 above, after 17h00 in the place
      of receipt shall be deemed only to become effective on the following
      day.





	9.5 	
      Electronic
Communication




	9.5.1 	
      The Parties confirm that any communication to be made
      under or in connection with this Agreement may be made by electronic mail
      or other electronic means (including without limitation, by way of posting
      to a secure website).

	 	 
	9.5.2 	
      The Parties agree that –




	9.5.2.1 	
      they will notify the other Party in writing of any
      information required to enable the transmission of information by
      electronic means; and

	 	 
	9.5.2.2 	
      they will notify the other Party in writing of any change
      to their address or any other such information supplied by them by not
      less than five Business Days' notice.

	 	 
	9.5.3 	
      Any electronic communication as specified in clause 9.5.1
      above made between the Parties will be effective only when actually
      received (or made available) in readable form and in the case of any
      electronic communication made by the Borrower to the Debt Guarantor only
      if it is addressed in such a manner as the Debt Guarantor shall specify
      for this purpose.

	 	 
	9.5.4 	
      Any reference in this Agreement to a communication being
      sent or received shall be construed to include that communication being
      made available in accordance with this clause
9.5.




	9.6 	
      English Language

	 	 
		
      Any notice or other document given under or in connection
      with this Agreement must be in English.







10 

	10 	
      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 10 shall include, without limitation,
      inoperable by way of suspension or cancellation.

	 	 
	11 	
      REMEDIES AND WAIVERS

	 	 
		
      No failure to exercise, nor any delay in exercising, on
      the part of the Debt Guarantor, 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 provided in this
      Agreement are cumulative and not exclusive of any rights or remedies
      provided by law.

	 	 
	12 	
      AMENDMENTS, WAIVERS AND
  EXTENSIONS




	12.1 	
      Any term of this Agreement may be amended or waived only
      with the consent of the Agent and the Borrower and any such amendment or
      waiver will be binding on all Parties.

	 	 
	12.2 	
      No amendment or waiver contemplated by this clause 12
      shall be of any force or effect unless in writing and signed by or on
      behalf of the Parties.

	 	 
	12.3 	
      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 Agreement 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 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 	
      RENUNCIATION OF BENEFITS

	 	 
		
      The Borrower 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.

	 	 
	14 	
      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.







11 

	15 	
      SOLE AGREEMENT

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

	 	 
	16 	
      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 in regard to the subject matter thereof.

	 	 
	17 	
      INDEPENDENT ADVICE

	 	 
		
      The 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 Borrower 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 this
    Agreement.

	 	 
	18 	
      GOVERNING LAW

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

	 	 
	19 	
      JURISDICTION




	19.1 	
      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").

	 	 
	19.2 	
      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.

	 	 
	19.3 	
      Notwithstanding clause 19.1 above, the Debt Guarantor
      shall not be prevented from taking proceedings relating to a Dispute in
      any other courts with jurisdiction. To the extent allowed by law, the Debt
      Guarantor may take concurrent proceedings in any number of
      jurisdictions.








	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








	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