Net 1 UEPS Technologies, Inc.: Exhibit 10.90 - Filed by newsfilecorp.com







	Exhibit 10.90 
	 
	 
	 
	 
	 
	SUBORDINATION AGREEMENT 
	 
	 
	between 
	 
	 
	THE PARTIES LISTED IN ANNEXURE A 
	 
	 
	and 
	 
	 
	FIRSTRAND BANK LIMITED 
	 
	(ACTING THROUGH ITS RAND MERCHANT BANK DIVISION)    
	 
	(as Lender and Agent) 
	 
	 
	and 
	 
	 
	K2018318388 (SOUTH AFRICA) (RF) PROPRIETARY
      LIMITED 
	(as Debt Guarantor) 
	 
	 


 




TABLE OF CONTENTS 

	1
      	PARTIES
      	1
      
	 	 	 
	2
      	INTERPRETATION
      	1
      
	 	 	 
	3
      	INTRODUCTION
      	5
      
	 	 	 
	4
      	SUBORDINATION
      	5
      
	 	 	 
	5
      	TURNOVER
      ON INSOLVENCY 	8
      
	 	 	 
	6
      	SUBORDINATING
      PARTIES' WARRANTIES 	9
      
	 	 	 
	7
      	ADDITIONAL
      SUBORDINATING PARTIES 	10
      
	 	 	 
	8
      	DURATION
      	11
      
	 	 	 
	9
      	CESSION
      	11
      
	 	 	 
	10
      	NOTICES
      AND DOMICILIA 	12
      
	 	 	 
	11
      	SUPPORT
      	14
      
	 	 	 
	12
      	CALCULATION
      AND CERTIFICATES 	14
      
	 	 	 
	13
      	PARTIAL
      INVALIDITY 	15
      
	 	 	 
	14
      	REMEDIES
      AND WAIVERS 	15
      
	 	 	 
	15
      	AMENDMENTS,
      WAIVERS AND EXTENSIONS 	15
      
	 	 	 
	16
      	RENUNCIATION
      OF BENEFITS 	16
      
	 	 	 
	17
      	COUNTERPARTS
      	16
      
	 	 	 
	18
      	WAIVER
      OF IMMUNITY 	16
      
	 	 	 
	19
      	SOLE
      AGREEMENT 	16
      
	 	 	 
	20
      	NO
      IMPLIED TERMS 	16
      
	 	 	 
	21
      	INDEPENDENT
      ADVICE 	16
      
	 	 	 
	22
      	GOVERNING
      LAW 	17
      






3 

	23
      	JURISDICTION
      	17
      


ANNEXURES 

	Annexure
      A 	Original
      Subordinating Parties 
	 	 
	Annexure
      B 	Form
      Of Accession Undertaking 






1 

	1 	
      PARTIES




	1.1 	
      The Parties to this Agreement are
–




	1.1.1 	
      the Parties listed in Annexure A (the "Original
      Subordinating Parties" and each an "Original Subordinating
      Party");

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

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




	1.2 	
      The Parties agree as set out
below.




	2 	
      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 	
      "Accession Undertaking" means an Accession
      Undertaking substantially in the form of Annexure B (Form of Accession
      Undertaking) hereto;

	 	 
	2.1.2 	
      "Additional Subordinating Parties" means any party
      who accedes to this Agreement as a Subordinating Parties by, inter
      alia, completion of an Accession Undertaking, on such terms and
      conditions as the Debt Guarantor may prescribe from time to
time;

	 	 
	2.1.3 	
      "Agreement" means the subordination agreement as
      set out in this document including all annexures hereto;

	 	 
	2.1.4 	
      "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 

	2.1.5 	
      "Encumbrance" means –




	2.1.5.1 	
      any mortgage, charge, pledge, lien, assignment or
      cession conferring security, hypothecation, security interest,
      preferential right or trust arrangement or other encumbrance securing any
      obligation of any person;

	 	 
	2.1.5.2 	
      any arrangement under which money or claims to, or for
      the benefit of, a bank or other account may be applied, set off or made
      subject to a combination of accounts so as to effect discharge of any sum
      owed or payable to any person other than a cash management system
      operated, for any Subordinating Party, by any registered bank;
  and

	 	 
	2.1.5.3 	
      any other type of preferential agreement or arrangement
      (including any type of transfer and retention arrangement), the effect of
      which is the creation of security,

	 	 
		
      and "Encumber" shall be construed
    accordingly;




	2.1.6 	
      "Enforcement Action" means
–




	2.1.6.1 	
      the acceleration of any Subordinated Claim or any
      declaration that any Subordinated Claim is due and payable or payable on
      demand;

	 	 
	2.1.6.2 	
      the making of any claim on any Obligor or other
      Subordinating Party in respect of or arising from any Subordinated Claim
      (including, without limitation, any claim in relation to the payment
      (whether directly or indirectly) of any amount payable (whether it be in
      whole or in part) by any Obligor or other Subordinating Party to any
      Subordinating Party in respect of or arising from any Subordinated Claim)
      including the giving of instructions to any Obligor or other Subordinating
      Party in relation to the taking of any steps to enforce or require the
      enforcement of any Subordinated Claim (including the taking of any steps
      which are required to convert security interests into real
    security);

	 	 
	2.1.6.3 	
      the making of any demand against any Obligor or other
      Subordinating Party in relation to any guarantee, indemnity or other
      assurance against loss in respect of any Subordinated Claim or exercising
      any right to require any Obligor or other Subordinating Party to acquire
      any Subordinated Claim;

	 	 
	2.1.6.4 	
      the exercise of any right of set-off against any Obligor
      or other Subordinating Party in respect of any Subordinated
  Claim;

	 	 
	2.1.6.5 	
      the suing for, commencing or joining of any legal or
      arbitration proceedings against any Obligor or other Subordinating Party
      to recover any Subordinated Claim or the obtaining or enforcing of any judgment against
such Obligor or other Subordinating Party arising from or in connection with any
Subordinated Claim;







3 

	2.1.6.6 	
      the entering into of any composition, assignment or
      arrangement (for the deferral or reduction of any indebtedness) with any
      Obligor or other Subordinating Party;

	 	 
	2.1.6.7 	
      the calling of any default or event of default or any
      redemption event (or any analogous step or analogous event howsoever
      described) in relation to any Subordinated Claim; or

	 	 
	2.1.6.8 	
      the petitioning, applying or voting for, or the taking of
      any steps (including the appointment of any liquidator, receiver, business
      rescue practitioner, administrator or similar officer) in relation, to the
      winding up, dissolution, bankruptcy, administration, placement under
      supervision for business rescue proceedings or reorganisation of any
      Obligor or other Subordinating Party or any suspension of payments or
      moratorium of any indebtedness of any Obligor or other Subordinating
      Party, or any analogous procedure or step in any
  jurisdiction;




	2.1.7 	
      "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;

	 	 
	2.1.8 	
      "Parties" means the parties to this Agreement from
      time to time, and "Party" means any or each of them, as the context
      may require;

	 	 
	2.1.9 	
      "Permitted Payment" means a payment or other
      Distribution (including a fee or commission) by a Subordinating Party to
      the order, or otherwise for the benefit of, another Subordinating Party or
      an Obligor which is expressly permitted under the Facility Agreement,
      provided no Default or Event of Default has occurred and is
    continuing;

	 	 
	2.1.10 	
      "Related Creditor" means in respect of any
      Subordinating Party, each of its Affiliates or any of its Affiliate’s
      shareholders;

	 	 
	2.1.11 	
      "Related Debtor" means in respect of any
      Subordinating Party, each of its Affiliates or any of its Affiliate’s
      shareholders;

	 	 
	2.1.12 	
      "Signature Date" means the date of signature of
      this Agreement by the Party last signing;

	 	 
	2.1.13 	
      "South Africa" means the Republic of South
      Africa;







4 

	2.1.14 	
      "Subordinated Claims" means, in respect of the
      Subordinating Parties, all and any claims of whatsoever nature (whether in
      respect of principal, interest or otherwise and whether actual or
      contingent and whether owed jointly and severally or in any other capacity
      whatsoever) which that Subordinating Parties may now, or in the future,
      have or acquire against the Borrower or any other Obligor, and
      "Subordinated Claim" means each or any one of them, as the context
      requires;

	 	 
	2.1.15 	
      "Subordinating Parties" means
–




	2.1.15.1 	
      the Original Subordinating Parties; and

	 	 
	2.1.15.2 	
      the Additional Subordinating Parties,

	 	 
		
      and "Subordinating Party" means each or any one of
      them, as the context may require; and




	2.1.16 	
      "ZAR" means South African Rand, the lawful
      currency of South Africa.




	2.2 	
      Construction




	2.2.1 	
      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.

	 	 
	2.2.2 	
      This Agreement and the rights and obligations of the
      Parties under this Agreement shall in all respects be subject to the terms
      and conditions of the Facility Agreement and in the event of any conflict
      between the provisions of this Agreement and the Facility Agreement, the
      provisions of this Agreement shall prevail.

	 	 
	2.2.3 	
      If any amount paid to the Debt Guarantor under a Finance
      Documents is capable of being avoided or otherwise set aside on the
      liquidation, business rescue or administration of the payer or otherwise,
      then that amount will not be considered to have been irrevocably
      discharged for the purposes of this Agreement.




	2.3 	
      Finance Parties' Rights and
  Obligations




	2.3.1 	
      The obligations of the Finance Parties under this
      Agreement are separate and independent. Failure by a Finance Party to
      perform its obligations under this Agreement does not affect the
      obligations of any other Finance Party under
this Agreement. No Finance Party is responsible for the obligations
of any other Finance Party under this Agreement. 







5 

	2.3.2 	
      The rights of the Finance Parties under or in connection
      with this Agreement are separate and independent rights and any debt
      arising under this Agreement to a Finance Party from the Borrower shall be
      a separate and independent debt.




	3 	
      INTRODUCTION




	3.1 	
      The Borrower, the Lender and the Debt Guarantor have
      entered into or will enter into the Facility Agreement.

	 	 
	3.2 	
      The Subordinating Parties have agreed to subordinate the
      Subordinated Claims in favour of the claims of the Finance Parties under
      the Finance Documents, all on the terms and conditions contained
      herein.

	 	 
	3.3 	
      The Parties wish to record in writing their agreement in
      respect of the above and matters ancillary
thereto.




	4 	
      SUBORDINATION




	4.1 	
      Each Subordinating Party hereby, with effect from
  –




	4.1.1 	
      in respect of the Original Subordinating Parties, the
      Signature Date; and

	 	 
	4.1.2 	
      in respect of each Additional Subordinating Party, the
      date of the relevant Accession Undertaking,

	 	 
		
      irrevocably and unconditionally subordinates its
      Subordinated Claims in favour of any claim of the Finance Parties against
      the Obligors or other Subordinating Parties under the Finance Documents,
      which subordination the Finance Parties hereby
accept.




	4.2 	
      Subordinating Parties as
  creditors




	4.2.1 	
      For so long as this Agreement is in effect no
      Subordinating Party shall –




	4.2.1.1 	
      demand or receive payment of, or any Distribution in
      respect or on account of, any Subordinated Claim, whether in cash or in
      kind from any source;

	 	 
	4.2.1.2 	
      allow any Subordinated Claim to be discharged;

	 	 
	4.2.1.3 	
      take any Enforcement Action;

	 	 
	4.2.1.4 	
      allow to exist or receive the benefit of any Security,
      guarantee, indemnity or other assurance against loss in respect of the
      Subordinated Claims;







6 

	4.2.1.5 	
      allow any Subordinated Claim to be evidenced by a
      negotiable instrument;

	 	 
	4.2.1.6 	
      allow any Subordinated Claim to be subordinated to any
      person otherwise than in accordance with this Agreement;

	 	 
	4.2.1.7 	
      subject to clause 4.2.3, initiate or support or take any
      steps with a view to applying for the appointment of a liquidator,
      trustee, curator, business rescue practitioner or similar
  officer;

	 	 
	4.2.1.8 	
      pledge, assign, cede or otherwise encumber or transfer
      the Subordinated Claims to any person;

	 	 
	4.2.1.9 	
      take or omit to take any action which might impair the
      priority or subordination achieved or intended to be achieved by this
      Agreement;

	 	 
	4.2.1.10 	
      if any Obligor or other Subordinating Party is placed in
      liquidation (whether provisional or final), is sequestrated or is placed
      into business rescue proceedings (whether provisional or final), or
      effects a composition, compromise, or rescheduling with any of their
      creditors or if a proposal and sanction of a scheme of arrangement in
      respect of any Obligor or other Subordinating Party occurs, then in
      respect of any claim they may have in respect of a Subordinated Claim,
      prove that claim without the prior written consent of the Agent;
  or

	 	 
	4.2.1.11 	
      allow any Related Creditor (who is not a party to this
      Agreement), to become the holder of any Subordinated Claim or provide any
      form of indebtedness until that person has become bound by the provisions
      of this Agreement, as an Additional Subordinating Party, by executing an
      Accession Undertaking and delivering it to the
Agent.




	4.2.2 	
      Clauses 4.2.1.1 to 4.2.1.11 above shall not apply in
      respect of –




	4.2.2.1 	
      a Permitted Payment; and

	 	 
	4.2.2.2 	
      any action taken with the prior written consent of the
      Agent.




	4.2.3 	
      Each Subordinating Party agrees and undertakes that, in
      the event that business rescue proceedings have commenced in relation to
      any other Subordinating Party or Obligor, in accordance with the
      provisions of Chapter 6 of the Companies Act, it shall exercise any voting
      rights it may have in respect of such other Subordinating Party or Obligor
      strictly in accordance with the instructions of the Agent and that it
      shall not (unless instructed to do so by the Agent), to the extent
      permissible under applicable law -







7 

	4.2.3.1 	
      vote to approve or oppose a proposed business rescue plan
      in relation to such business rescue proceedings in the manner contemplated
      in section 152(3)(c) of the Companies Act;

	 	 
	4.2.3.2 	
      provide, or call for, a vote of approval for the
      preparation and publication of a revised business rescue plan as
      contemplated in section 153(1) of the Companies Act; or

	 	 
	4.2.3.3 	
      make a binding offer to purchase the voting interests of
      one or more persons who opposed adoption of the business rescue plan in
      the manner contemplated in section 153(1)(b)(ii) of the Companies
    Act.




	4.3 	
      Subordinated Parties as
debtors




	4.3.1 	
      For so long as this Agreement is in effect no
      Subordinating Party shall –




	4.3.1.1 	
      ensure that the Subordinated Claims of the Borrower rank
      in priority to all the claims of its other creditors;

	 	 
	4.3.1.2 	
      pay or repay or make any Distribution in respect of, any
      Subordinated Claim whether in cash or kind from any source;

	 	 
	4.3.1.3 	
      allow any Subordinated Claim to be discharged;

	 	 
	4.3.1.4 	
      take any Enforcement Action;

	 	 
	4.3.1.5 	
      allow to exist the benefit of any Security, guarantee,
      indemnity or other assurance against loss in respect of any Subordinated
      Claim;

	 	 
	4.3.1.6 	
      allow any Subordinated Claim to be evidenced by a
      negotiable instrument;

	 	 
	4.3.1.7 	
      allow any Subordinated Claim to be subordinated to any
      person other than in accordance with this Agreement;

	 	 
	4.3.1.8 	
      initiate or support or take any steps with a view to
      applying for the appointment of a liquidator, trustee, curator, business
      rescue practitioner or similar officer;

	 	 
	4.3.1.9 	
      take or omit to take any action which might impair the
      priority or subordination achieved or intended to be achieved by this
      Agreement; or

	 	 
	4.3.1.10 	
      allow any Related Debtor (who is not a party to this
      Agreement), to become the holder of any Subordinated Claim or receive any
      form of indebtedness until that person has become bound by the provisions
      of this Agreement, as an Additional Subordinating Party, by executing an Accession Undertaking and
delivering it to the Agent. 







8 

	4.3.2 	
      Clauses 4.3.1.1 to 4.3.1.10 above shall not apply in
      respect of –




	4.3.2.1 	
      a Permitted Payment; and

	 	 
	4.3.2.2 	
      any action taken with the prior written consent of the
      Agent.




	4.4 	
      Non-competition

	 	 
		
      Except as permitted under clause 5 (Turnover on
      Insolvency), until the Discharge Date or until the Agent otherwise
      directs, a Subordinating Party will not under any circumstance
  –




	4.4.1 	
      be entitled to any cession of action or otherwise be
      subrogated to any rights, security or moneys held, received or receivable
      by the Agent (or any trustee or agent on its behalf) or be entitled to any
      right of contribution or indemnity in respect of any payment made or
      moneys received on account of a Subordinating Party’s liability under this
      Agreement;

	 	 
	4.4.2 	
      claim, rank, prove or vote as a creditor of any person or
      estate in competition with the Agent (or any trustee or other agent on its
      behalf); or

	 	 
	4.4.3 	
      receive, claim or have the benefit of any payment,
      distribution or security from or on account of any person in respect of a
      Subordinated Claim other than a Permitted
Payment.




	5 	
      TURNOVER ON INSOLVENCY




	5.1 	
      If the Agent consents to a Subordinating Party taking any
      of the actions detailed in clause 4.2.1.10 (Subordinated Parties as
      Creditors) or if the Subordinating Party would otherwise lose their
      claim permanently (provided that they have given the Agent not less than
      five Business Days express prior written notice), that Subordinating Party
      shall be entitled to prove their claim and must
–




	5.1.1 	
      direct the trustee in bankruptcy, liquidator or other
      person distributing the assets of an Obligor or other Subordinating Party
      or their proceeds, to pay all payments and distributions on the
      Subordinated Claim directly to the Agent until the Facility Outstandings
      have been paid in full;

	 	 
	5.1.2 	
      upon demand by the Agent, immediately pay and transfer to
      the Agent all payments and distributions received for application against
      the Facility Outstandings; and







9 

	5.1.3 	
      give any notice and do anything which the Agent may
      direct to give effect to this clause 5.




	5.2 	
      Each Subordinating Party undertakes that if the Agent
      consents to a Subordinating Party taking any of the actions detailed in
      clause 4.2.1.10 (Subordinated Parties as Creditors) or if the
      Subordinating Party would otherwise lose their claim permanently, they
      shall, subject to any Applicable Law, receive and hold all payments and
      Distributions in cash or in kind received or receivable by them or on
      their behalf in respect of the Subordinated Claim for the benefit of the
      Agent, and deposit all such amounts received in cash into such bank
      account as the Agent may direct in writing.

	 	 
	5.3 	
      Non-permitted payment




	5.3.1 	
      If a Subordinating Party –




	5.3.1.1 	
      receives a payment or Distribution in respect of any of
      the Subordinated Claim from an Obligor or another Subordinating Party or
      any other source, other than as expressly allowed under this Agreement;
      or

	 	 
	5.3.1.2 	
      receives the proceeds of any enforcement of Security or
      any guarantee or other assurance against financial loss for any
      Subordinated Claim,




		
      that Subordinating Party must receive and hold the amount
      received by them for the benefit of the Agent and, within two Business
      Days, deposit such amount into such bank account as the Agent may direct
      in writing.

	 	 
	5.3.2 	
      Following the Discharge Date, the Agent shall pay to the
      relevant Obligor any amount in excess of the Facility Outstandings held in
      terms of clause 5.3.1




	6 	
      SUBORDINATING PARTIES'
WARRANTIES




	6.1 	
      In addition to any warranties given elsewhere in this
      Agreement and/or any other Finance Document, each Subordinating Party
      gives the warranties contained in this clause 6 to the Finance Parties.
      Each such warranty –




	6.1.1 	
      is a separate and distinct warranty;

	 	 
	6.1.2 	
      is material;

	 	 
	6.1.3 	
      has induced the Finance Parties to enter into this
      Agreement and the other Finance Documents; and

	 	 
	6.1.4 	
      is given, save where otherwise indicated, as at the
      Signature Date, and shall be deemed to have been repeated on each day between the Signature Date
and the Discharge Date. 







10 

	6.2 	
      Each Subordinating Party undertakes and makes the
      representations and warranties set out in this clause 6.2 to the Finance
      Parties, to the extent that such representations and warranties are
      applicable to it –




	6.2.1 	
      it is a limited liability company, validly incorporated
      in accordance with the laws of South Africa and will maintain its
      corporate existence;

	 	 
	6.2.2 	
      it has the power to enter into and perform its
      obligations under this Agreement and the transactions contemplated hereby
      and has taken all necessary corporate and other action to authorise the
      entry into and performance of this Agreement and the transactions
      contemplated hereby in accordance with its terms;

	 	 
	6.2.3 	
      it is not prohibited in terms of its statutory
      documentation or otherwise from entering into this Agreement;

	 	 
	6.2.4 	
      the entry into and performance by it of, and the
      transactions contemplated by, this Agreement do not and will not conflict
      with –




	6.2.4.1 	
      any law or regulation or any official or judicial order
      applicable to it, as they exist as at the Signature Date;

	 	 
	6.2.4.2 	
      its constitutional documents; or

	 	 
	6.2.4.3 	
      any agreement or instrument binding upon it or any of its
      assets; and




	6.2.5 	
      all authorisations required –




	6.2.5.1 	
      to enable it lawfully to enter into, exercise its rights
      and comply with its obligations under this Agreement and to ensure that
      the obligations expressed to be assumed by it under this Agreement are
      legal, valid, binding and enforceable; and

	 	 
	6.2.5.2 	
      to make this Agreement admissible in evidence in its
      jurisdiction of incorporation,



have been obtained or effected and are
in full force and effect. 

	7 	
      ADDITIONAL SUBORDINATING
PARTIES




	7.1 	
      In the event that any Subordinating Party Disposes of any
      Subordinated Claims held by it, that Subordinating Party shall procure
      that the acquirer of such Subordinated Claims shall, within three Business
      Days of such Disposal becoming unconditional, deliver an Accession
      Undertaking to the Agent in terms of which the acquirer accedes to and
      agrees to be bound by the terms and conditions of this Agreement as a
Subordinating Party with effect from on the date on which the Disposal becomes
unconditional and that Subordinating Party shall, if it sells all (and not only
part) of its Subordinated Claims, accordingly be released from its obligations
under this Agreement. 







11 

	7.2 	
      The Original Subordinating Parties shall procure that a
      person who acquires a Material Investment after the CP Fulfilment Date
      shall accede and become bound as an Additional Subordinating Party under
      this Agreement on the date of the Accession Undertaking executed by
    it.




	8 	
      DURATION

	 	 
		
      This Agreement and the subordination created pursuant to
      this Agreement shall –




	8.1 	
      come into full force and effect on the on the Signature
      Date without any further action, consent or authority required from any
      person;

	 	 
	8.2 	
      unless expressly otherwise agreed by the Agent in
      writing, not terminate before the Discharge Date; and

	 	 
	8.3 	
      remain of full force and effect, notwithstanding any
      intermediate discharge or settlement of, or temporary fluctuation in, the
      Facility Outstandings.




	9 	
      CESSION




	9.1 	
      Each Finance Party shall be entitled to cede and/or
      delegate all or any portion of its rights and/or obligations pursuant to
      this Agreement to any person to which it cedes and/or delegates its rights
      and obligations under the other Finance Documents. To the extent that such
      cession amounts to or results in a splitting of claims against the
      Subordinating Parties (or any one of them) each Subordinating Party hereby
      consents thereto.

	 	 
	9.2 	
      Each of the Parties agree to promptly execute and do all
      such acts as may be reasonably required of them to perfect any cession
      and/or delegation effected or intended to be effected in terms of clause
      9.1 above, and shall in particular (without prejudice to the generality of
      the aforegoing) execute all transfers, cessions and/or delegations of the
      ceded and delegated rights and obligations and give all notices which may
      be expedient or necessary for the purpose of perfecting a cession and/or
      delegation in terms of clause 9.1 above.

	 	 
	9.3 	
      No Subordinating Party shall in any manner whatsoever
      Dispose or pass Security over all or any of its rights, benefits,
      interests and/or obligations under this Agreement to any person without
      the prior written consent of the Agent.







12 

	9.4 	
      Neither this Agreement nor any part, share or interest
      herein nor any rights or obligations hereunder may be ceded, delegated or
      assigned by any Subordinating Party without the prior written consent of
      the Agent.




	10 	
      NOTICES AND
  DOMICILIA




	10.1 	
      Communications in writing

	 	 
		
      Any communication to be made under or in connection with
      this Agreement shall be made in writing and, unless otherwise stated, may
      be made by email or letter.

	 	 
	10.2 	
      Addresses

	 	 
		
      The address and email address (and the department or
      officer, if any, for whose attention the communication is to be made) of
      each Party for any communication or document to be made or delivered under
      or in connection with this Agreement is –




	10.2.1 	
      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; 



	10.2.2 	
      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; and 



	10.2.3 	
      in the case of each Original Subordinating Party, that
      set out opposite its name in Annexure A (The Original Subordinating
      Parties), or any substitute address or fax number or department or
officer as the Party may notify to the Agent (or the Agent may notify to the
other Parties, if a change is made by the Agent) by not less than five Business
Days' notice. 







13 

	10.3 	
      Domicilia




	10.3.1 	
      Each of the Parties chooses its physical address provided
      under or in connection with clause 10.2 as its domicilium citandi et
      executandi at which documents in legal proceedings in connection with
      this Agreement may be served.

	 	 
	10.3.2 	
      Any Party may by written notice to the other Parties
      change its domicilium from time to time to another address, not
      being a post office box or a poste restante, in South Africa, provided
      that any such change shall only be effective on the fourteenth day after
      deemed receipt of the notice by the other Parties pursuant to clause
      10.4.




	10.4 	
      Delivery




	10.4.1 	
      Any communication or document made or delivered by one
      person to another under or in connection with this Agreement will
  –




	10.4.1.1 	
      if by way of email, be deemed to have been received on
      the date of transmission;

	 	 
	10.4.1.2 	
      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;

	 	 
	10.4.1.3 	
      if delivered by hand, be deemed to have been received at
      the time of delivery; and

	 	 
		
      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 10.2
      (Addresses) above, if addressed to that department or
    officer.

	 	 
	10.4.2 	
      Any communication or document to be made or delivered to
      a Finance Party will be effective only when actually received by that
      Finance Party and then only if it is expressly marked for the attention of
      the department or officer identified under clause 10.2 (Addresses)
      above (or any substitute department or officer as that Finance Party shall
      specify for this purpose).

	 	 
	10.4.3 	
      Any communication or document which becomes effective, in
      accordance with clauses 10.4.1.1 to 10.4.1.3 above, after 17h00 in the
      place of receipt shall be deemed only to become effective on the following
      day.







14 

	10.5 	
      Electronic
Communication




	10.5.1 	
      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).

	 	 
	10.5.2 	
      The Parties agree that –




	10.5.2.1 	
      they will notify the other Parties in writing of any
      information required to enable the transmission of information by
      electronic means; and

	 	 
	10.5.2.2 	
      they will notify the other Parties in writing of any
      change to their address or any other such information supplied by them by
      not less than five Business Days' notice.




	10.5.3 	
      Any electronic communication as specified in clause
      10.5.1 above made between any two Parties will be effective only when
      actually received (or made available) in readable form and in the case of
      any electronic communication made by a Party to the Agent only if it is
      addressed in such a manner as the Agent shall specify for this
    purpose.

	 	 
	10.5.4 	
      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
10.5.




	10.6 	
      English Language

	 	 
		
      Any notice or other document given under or in connection
      with any Finance Document must be in English.




	11 	
      SUPPORT

	 	 
		
      Each Subordinating Party undertakes to the Finance
      Parties that it shall forthwith on receipt of written request by the Agent
      do all such things, perform all such actions and take all such steps and
      procure the doing of all such things, the performance of all such actions
      and the taking of all such steps as may be open to it and necessary for or
      incidental to the putting into effect or maintenance of the terms,
      conditions and/or import of this Agreement as the Agent may reasonably
      request.




	12 	
      CALCULATION AND
CERTIFICATES




	12.1	Accounts

	 	 
	  	
      In any litigation or arbitration proceedings arising out
      of or in connection with a Finance Document, the entries made in the
      accounts maintained by the Finance Parties are prima facie evidence
      of the matters to which they relate.







15 

	12.2 	
      Certificates and Determinations

	 	 
		
      Any certification or determination by a Finance Party of
      a rate or amount under any Finance Document is, in the absence of manifest
      error, prima facie evidence of the matters to which it
    relates.

	 	 
	12.3 	
      Day Count Convention

	 	 
		
      Any interest, commission or fee accruing under a Finance
      Document will accrue from day to day and is calculated on the basis of the
      actual number of days elapsed and a year of 365 days (irrespective of
      whether the year in question is a leap year).




	13 	
      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 12 shall include, without limitation,
      inoperable by way of suspension or cancellation.

	 	 
	14 	
      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.

	 	 
	15 	
      AMENDMENTS, WAIVERS AND
  EXTENSIONS




	15.1 	
      Any term of this Agreement may be amended or waived only
      with the consent of the Agent and the Cedent and any such amendment or
      waiver will be binding on all Parties.

	 	 
	15.2 	
      No amendment or waiver contemplated by this clause 15
      shall be of any force or effect unless in writing and signed by or on
      behalf of the relevant Parties.

	 	 
	15.3 	
      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. 







16 

	16 	
      RENUNCIATION OF BENEFITS

	 	 
		
      Each Subordinating Party 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.

	 	 
	17 	
      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.

	 	 
	18 	
      WAIVER OF IMMUNITY

	 	 
		
      Each Subordinating Party irrevocably and unconditionally
      waives any right it may have to claim for itself or any of its assets
      immunity from suit, execution, attachment or other legal
process.

	 	 
	19 	
      SOLE AGREEMENT

	 	 
		
      This Agreement constitutes the sole record of the
      agreement between the Parties regarding the subject matter
  thereof.

	 	 
	20 	
      NO IMPLIED TERMS

	 	 
		
      No Party shall be bound by any express or implied term,
      representation, warranty, promise or the like, not recorded in any Finance
      Document in regard to the subject matter thereof.

	 	 
	21 	
      INDEPENDENT ADVICE

	 	 
		
      Each Subordinating Party acknowledges that it has been
      free to secure independent legal and other advice as to the nature and
      effect of all the provisions of the Finance Documents and that it has
      either taken such independent legal and other advice or dispensed with the
      necessity of doing so. Further, each Subordinating Party acknowledges that
      all the provisions of each Finance Document to which it is a party and the
      restrictions therein contained are part of the overall intention of the Parties in
connection with the Finance Documents. 







17 

	22 	
      GOVERNING LAW

	 	 
		
      This Agreement is governed by South African
law.

	 	 
	23 	
      JURISDICTION




	23.1 	
      The Parties hereby irrevocably and unconditionally
      consent to the non-exclusive jurisdiction of the High Court of South
      Africa, Gauteng Division, (Johannesburg) (or any successor to that
      division) in regard to all matters arising from this Agreement (including
      a dispute relating to the existence, validity or termination of this
      Agreement).

	 	 
	23.2 	
      The Parties agree that the courts of South Africa are the
      most appropriate and convenient courts to settle disputes in relation to
      this Agreement and accordingly no Party will argue to the
  contrary.







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 Sandton on 28 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 Sandton on 28 June 2018 


	For and on behalf of 
	 
	RICHMARK HOLDINGS 
	PROPRIETARY LIMITED 
	 
	 
	  
	/s/ A. J. Dunn
  
	 
	Signature 
	 
	A. J. Dunn 
	 
	Name of Signatory 
	 
	CEO 
	 
	Designation of Signatory 







SIGNED at Sandton on 28 June 2018 


	For and on behalf of 
	 
	M4JAM PROPRIETARY LIMITED 
	 
	 
	  
	/s/ D. A. Smaldon
    
	 
	Signature 
	 
	D. A. Smaldon
  
	 
	Name of Signatory 
	 
	Director 
	 
	Designation of Signatory 







SIGNED at Sandton on 28 June 2018 


	For and on behalf of 
	 
	DNI RETAIL PROPRIETARY 
	LIMITED 
	 
	 
	  
	/s/ D. A. Smaldon
    
	 
	Signature 
	 
	D. A. Smaldon
  
	 
	Name of Signatory 
	 
	Director 
	 
	Designation of Signatory 







SIGNED at Sandton on 28 June 2018 


	For and on behalf of 
	 
	INTERNATIONAL TOWER 
	CORPORATION PROPRIETARY 
	LIMITED 
	 
	 
	  
	/s/ D. A. Smaldon
    
	 
	Signature 
	 
	D. A. Smaldon
  
	 
	Name of Signatory 
	 
	Director 
	 
	Designation of Signatory 







SIGNED at Sandton on 28 June 2018 


	For and on behalf of 
	 
	THE STARTERPACK COMPANY 
	PROPRIETARY LIMITED 
	 
	 
	  
	/s/ D. A. Smaldon
    
	 
	Signature 
	 
	D. A. Smaldon
  
	 
	Name of Signatory 
	 
	Director 
	 
	Designation of Signatory 







SIGNED at Sandton on 28 June 2018 


	For and on behalf of 
	 
	AJD HOLDINGS PROPRIETARY 
	LIMITED 
	 
	 
	  
	/s/ A. J. Dunn
  
	 
	Signature 
	 
	A. J. Dunn 
	 
	Name of Signatory 
	 
	Director 
	 
	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) (as 
	Agent) 
	  
	 
	  
	/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 
	 
	FIRSTRAND BANK LIMITED 
	(ACTING THROUGH ITS RAND 
	MERCHANT BANK DIVISION) (as 
	Lender) 
	  
	 
	  
	/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 







Annexure A 

ORIGINAL SUBORDINATING
PARTIES 

	 	NAME 	REGISTRATION 	ADDRESSES 
	 	 	NUMBER 	 
	 	 	 	 
	1 	DNI 4PL Contracts Proprietary Limited 	2005/040937/07 	Physical address: 23/25 Commerce Crescent,
      Kramerville, 2031 
	 	 	 	 
	 	 	 	Fax number: xxx 
	 	 	 	 
	 	 	 	Email address: xxx 
	 	 	 	 
	 	 	 	Attention: Dave Smaldon 
	 	 	 	 
	2 	DNI Retail Proprietary Limited 	2002/014708/07 	Physical address: 25 Commerce Crescent,
      Kramerville, Sandton, 2090 
	 	 	 	 
	 	 	 	Email address: xxx / xxx 
	 	 	 	 
	 	 	 	Attention: The Directors 
	 	 	 	 
	3 	International Tower Corporation Proprietary Limited
    	2015/421641/07 	Physical address: 25 Commerce Crescent,
      Kramerville, Sandton, 2090 
	 	 	 	 
	 	 	 	Fax number: xxx 
	 	 	 	 
	 	 	 	Email address: xxx 
	 	 	 	 
	 	 	 	Attention: The Directors 
	 	 	 	 
	4 	The Starterpack Company Proprietary Limited 	2007/010809/07 	Physical address: No. 4 Monza Close, Kyalami
      Business Park 
	 	 	 	 
	 	 	 	Email address: xxx / xxx 
	 	 	 	 
	 	 	 	Attention: The Directors








	5 	M4Jam Proprietary Limited 	2003/011766/07 	Physical
  address: 25 Commerce Crescent, Kramerville, Sandton, 2090 
	 	 	 	 
	 	  	  	Email address: xxx 
	 	 	 	 
	 	  	  	Attention: The Directors 
	 	 	 	 
	6	AJD Holdings Proprietary Limited 	1975/004328/07 	Physical address: 5th Floor, 6 Benmore Road,
      Sandton, 2196 
	 	 	 	 
	 	  	  	Email address: xxx 
	 	 	 	 
	 	  	  	Attention: Andrew Dunn 
	 	 	 	 
	7	Richmark Holdings Proprietary Limited 	2000/013818/07 	Physical address: 5th Floor, 6 Benmore Road,
      Sandton, 2196 
	 	 	 	 
	 	  	  	Email address: xxx 
	 	 	 	 
	 	  	  	Attention: Andrew Dunn 






Annexure B 

FORM OF ACCESSION UNDERTAKING 

	To: 	
      FirstRand Bank Limited (acting through its Rand
      Merchant Bank division) as Agent on behalf of the Finance Parties
    

	 	 
	  	14th Floor, 1 Merchant Place 
	 	 
	  	1 Fredman Drive 
	 	 
	  	Sandton 
	 	 
	  	2196 
	 	 
	Email: 	[•] 
	 	 
	From: 	[•] Proprietary Limited
      ("Company") 
	 	 
	  	[•] 
	 	 
	Email: 	[•] 
	 	 
	And: 	DNI-4PL Contracts Proprietary Limited
  
	 	 
	  	[•] 
	 	 
	Email: 	[•] 
	 	 
	Date: 	[•] 


SUBORDINATION AGREEMENT DATED [•] 2018 (the
"AGREEMENT") 

	1 	
      We refer to the Agreement. This is an Accession
      Undertaking.

	 	 
	2 	
      Terms defined in the Agreement have the same meaning in
      this Accession Undertaking unless given a different meaning
  herein.

	 	 
	3 	
      The Company agrees, with effect from the date of this
      Accession Undertaking, to become an Additional Subordinating Party and to
      be bound by the terms of the Agreement as an Additional Subordinating
      Party.

	 	 
	4 	
      With effect from the date of this Accession Undertaking
      the Agreement will be read and construed for all purposes as if the
      Additional Subordinating Party has been an original party in the capacity
      as Original Subordinating Party.

	 	 
	5 	
      The Company is a private company duly incorporated under
      the laws of [•].

	 	 
	6 	
      The Company's administrative details are as follows
    –




	 	Address: 	[•] 
	 	 	 
	 	Fax No: 	[•]








	 	Email Address: 	[•]




	 	Attention: 	[•]




	7 	
      This Accession Undertaking is a Finance
  Document.

	 	 
	8 	
      This Accession Undertaking may be executed in any number
      of counterparts. This has the same effect as if the signatures on the
      counterparts were on a single copy of this Accession
Undertaking.

	 	 
	9 	
      This Accession Undertaking and any non-contractual
      obligations arising out of or in connection with it are governed by South
      African law.




	 	 	 
	 	 	 
	 	 	 
	For and on behalf of 	 	For and on behalf of 
	  	 	  
	DNI-4PL CONTRACTS PROPRIETARY 	 	[INSERT ACCEDING
      PARTY] 
	LIMITED 	 	  
	  	 	who warrants that he/she is duly authorised
      hereto 
	who warrants that he/she is duly authorised hereto