Net 1 UEPS Technologies, Inc.: Exhibit 10.91 - Filed by newsfilecorp.com






Exhibit 10.91 

SHAREHOLDER GUARANTEE, CESSION AND 
PLEDGE
AGREEMENT 

between 

AJD HOLDINGS PROPRIETARY LIMITED 

and

RICHMARK HOLDINGS PROPRIETARY LIMITED 

and

DNI-4PL CONTRACTS PROPRIETARY LIMITED 
(as Borrower)


and 

K2018318388 (SOUTH AFRICA) (RF) PROPRIETARY LIMITED

(as Debt Guarantor) 

and

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

 




TABLE OF CONTENTS 

	1
      	PARTIES
      	1
      
	2
      	INTERPRETATION
      	1
      
	3
      	GUARANTEE
      AND INDEMNITY 	4
      
	4
      	CESSION
      IN SECURITY AND PLEDGE 	8
      
	5
      	DURATION
      	10
      
	6
      	REPRESENTATIONS
      AND WARRANTIES BY THE CEDENTS 	10
      
	7
      	UNDERTAKINGS
      BY THE CEDENTS 	14
      
	8
      	DIVIDENDS,
      VOTING AND CEDED RIGHTS 	16
      
	9
      	CONTINUING
      COVERING SECURITY 	17
      
	10
      	PERFECTION
      AND DELIVERY OF DOCUMENTS 	17
      
	11
      	BORROWER
      AS A PARTY 	18
      
	12
      	RIGHTS
      OF THE CEDENTS BEFORE AN EVENT OF DEFAULT 	18
      
	13
      	ENFORCEMENT
      	19
      
	14
      	APPROPRIATION
      OF PROCEEDS 	21
      
	15
      	POWER
      OF ATTORNEY 	22
      
	16
      	FURTHER
      ASSURANCES 	22
      
	17
      	ADDITIONAL
      RIGHTS 	22
      
	18
      	WAIVER
      AND INDEMNITY 	22
      
	19
      	CEDENTS
      BOUND NOTWITHSTANDING CERTAIN CIRCUMSTANCES 	23
      
	20
      	KEEPING,
      INSPECTION AND DELIVERY OF RECORDS 	24
      
	21
      	EXEMPTION
      FROM LIABILITY 	24
      
	22
      	CHANGES
      TO THE PARTIES 	24
      
	23
      	SEVERABILITY
      	25
      
	24
      	REMEDIES
      CUMULATIVE 	25
      
	25
      	MISCELLANEOUS
      MATTERS 	25
      
	26
      	NOTICES
      	26
      
	27
      	CALCULATION
      AND CERTIFICATES 	29
      
	28
      	PARTIAL
      INVALIDITY 	29
      
	29
      	REMEDIES
      AND WAIVERS 	30
      
	30
      	AMENDMENTS,
      WAIVERS AND EXTENSIONS 	30
      
	31
      	RENUNCIATION
      OF BENEFITS 	30
      
	32
      	COUNTERPARTS
      	30
      
	33
      	WAIVER
      OF IMMUNITY 	30
      
	34
      	SOLE
      AGREEMENT 	30
      
	35
      	NO
      IMPLIED TERMS 	31
      
	36
      	INDEPENDENT
      ADVICE 	31
      
	37
      	GOVERNING
      LAW 	31
      
	38
      	JURISDICTION
      	31
      






3 

ANNEXURES 

	Annexure A 	FORM OF ACCESSION
UNDERTAKING 






1 

	1 	
      PARTIES

	 	 
	1.1 	
      The Parties to this Agreement are
      –

	 	 
	1.1.1 	
      AJD Holdings Proprietary
      Limited, registration number 1975/004328/07 ("AJD");

	 	 
	1.1.2 	
      Richmark Holdings Proprietary
      Limited, registration number 2000/013818/07 ("Richmark");

	 	 
	1.1.3 	
      DNI-4PL Contracts Proprietary
      Limited, registration number 2005/040937/07 (as
  "Borrower");

	 	 
	1.1.4 	
      K2018318388 (South Africa) (RF)
      Proprietary Limited, registration number 2018/318388/07 (as "Debt
      Guarantor"); and

	 	 
	1.1.5 	
      FirstRand Bank Limited (acting
      through its Rand Merchant Bank Division), registration number
      1929/001225/06 (as "Agent") as 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 a document substantially in the form set out in Annexure A (Form
      of Accession Undertaking);

	 	 
	2.1.2 	
      "Additional Cedent" means
      any person who becomes a party to this Agreement including by entering
      into an Accession Undertaking;

	 	 
	2.1.3 	
      "Agreement" means this
      guarantee, cession and pledge agreement and its Annexures;

	 	 
	2.1.4 	
      "Ceded Rights" means in
      respect of each Cedent, all the Cedent's rights, title and interest, of
      any nature whatsoever, in and to the Secured Property, whether actual,
      prospective or contingent, direct or indirect, whether a claim for the
      payment of money (whether in respect of interest, principal or otherwise)
      or for the performance of any other obligation, including all rights to
      any Distributions made in respect of the Secured Property (or any of
      them), and whether or not the said rights and interests were within the
      contemplation of the Parties as at the Signature Date;

	 	 
	2.1.5 	
      "Cedent" means
  –







2

	2.1.5.1 	
      the Original Cedents;

	 	 
	2.1.5.2 	
      any Additional Cedent,

	 	 
		
      and "Cedents" means all
      of them, as the context may require;

	 	 
	2.1.6 	
      "Claim(s)" means, in
      relation to each Cedent, all amounts of any nature which are now payable
      or which may in the future become payable to such Cedent by the Borrower
      on account of the Shares (or any of them);

	 	 
	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 	
      "Guaranteed Obligations"
      means all and any obligations of any nature whatsoever of the Borrower and
      each other Obligor to the Debt Guarantor under the Finance Documents
      (including the Counter-Indemnity Agreement), as well as the due and
      punctual payment and discharge of all amounts of any nature whatsoever
      which are due and payable, or which are scheduled or otherwise expressed,
      required or contracted to be paid or payable by the Borrower and each
      other Obligor to the Debt Guarantor under the Finance Documents (including
      the Counter-Indemnity Agreement);

	 	 
	2.1.9 	
      "Independent Auditor"
      means such independent auditor as may be agreed between the Parties, or
      failing agreement within five Business Days from the date of a request by
      either Party for such agreement, appointed by the Executive President for
      the time being of the South African Institute of Chartered
    Accountants;

	 	 
	2.1.10 	
      "Original Cedents" means,
      collectively –

	 	 
	2.1.10.1 	
      AJD; and

	 	 
	2.1.10.2 	
      Richmark,



and "Original Cedent" means any
one of them as the context may require;

	2.1.11 	
      "Parties" means the
      parties to this Agreement and "Party" means any of them, as the
      context may require;

	 	 
	2.1.12 	
      "Related Rights" means,
      in relation to the Secured Property –

	 	 
	2.1.12.1 	
      any monies and proceeds
      (including the proceeds of a disposal or other realisation) accrued or
      receivable in respect of all or part thereof;

	 	 
	2.1.12.2 	
      all rights and benefits in
      respect of any agreement for the disposal or other realisation
    thereof;







3

	2.1.12.3 	
      all contracts, warranties,
      remedies, Security, indemnities and other undertakings in respect thereof;
      and

	 	 
	2.1.12.4 	
      any of the reversionary
      interests referred to in clause 6.22.3 (Shares) below;

	 	 
	2.1.13 	
      "Secured Obligations"
      means all present and future obligations and indebtedness of whatsoever
      nature and/or howsoever arising (whether actual or contingent and whether
      owed jointly or severally or in any other capacity whatsoever, including
      any liability to pay damages or pursuant to enrichment) which a Cedent may
      now or at any time hereafter owe or have towards the Debt Guarantor under
      or in connection with this Agreement (including clause 3 (Guarantee and
      Indemnity));

	 	 
	2.1.14 	
      "Secured Property" means,
      in relation to each Cedent, all of its –

	 	 
	2.1.14.1 	
      Claims;

	 	 
	2.1.14.2 	
      Shares; and

	 	 
	2.1.14.3 	
      Related
Rights,



together with all of the Cedent's
rights, title and interests therein and thereto and claims against any person in
respect thereof, of whatsoever nature and howsoever arising (whether actual,
prospective or contingent, direct or indirect, arising under common law or
statute, whether a claim for the payment of money or the performance of another
obligation and whether or not those rights and interests were within the
contemplation of the Parties at the Signature Date) and, in each case, any
property forming part thereof; 

	2.1.15 	
      "Shares" means, in
      relation, to each Cedent –

	 	 
	2.1.15.1.1 	
      all the shares of any class in
      the share capital of the Borrower;

	 	 
	2.1.15.1.2 	
      all other securities in the
      capital of the Borrower (including any capitalisation shares or bonus
      shares issued in respect of the shares referred to in clause 2.1.15.1.1);
      and

	 	 
	2.1.15.1.3 	
      any securities issued in
      substitution or exchange for the securities in clauses 2.1.15.1.1 and
      2.1.15.1.2,



which the Cedent is or becomes the
owner of from time to time or which may be issued or transferred, reinstated to
or otherwise acquired by it in future including all dividends (whether paid or
unpaid), rights to dividends and voting rights in relation to those shares and
securities; and 

	2.1.16 	
      "Signature Date" means
      the date of the signature of the Party last signing this
  Agreement.







4

	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.

	 	 
	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 	
      GUARANTEE AND INDEMNITY

	 	 
	3.1 	
      Each Cedent, as a principal
      obligor and not merely as a surety and on the basis of discrete
      obligations enforceable against it, irrevocably and unconditionally and
      jointly and severally –

	 	 
	3.1.1 	
      guarantees to the Debt Guarantor
      the punctual performance of the Guaranteed Obligations;

	 	 
	3.1.2 	
      undertakes to the Debt Guarantor
      that whenever any Obligor does not pay any amount when due under or in
      connection with any Guaranteed Obligations, each of them shall immediately
      on demand by the Debt Guarantor pay that amount as if it was the principal
      obligor; and

	 	 
	3.1.3 	
      agrees with the Debt Guarantor
      that if any Guaranteed Obligation is or becomes unenforceable, invalid or
      illegal, it will, as an independent and primary obligation, indemnify the
      Debt Guarantor immediately on demand by the Debt Guarantor
  against any cost, loss or liability it incurs as a result of any
Obligor not paying any amount which would, but for such unenforceability,
invalidity or illegality, have been payable by it under any Guaranteed
Obligations on the date when it would have been due (and the amount payable by
either of them under this indemnity will not exceed the amount it would have had
to pay under this clause 3 if the amount claimed had been recoverable on
the basis of a guarantee). 







5

	3.2 	
      No Maximum Aggregate
      Liability

	 	 
	3.2.1 	
      Each Cedent shall be liable for,
      and the Debt Guarantor shall be entitled to, recover the full amount due
      by any Obligor under the Finance Documents.

	 	 
	3.2.2 	
      Subject to clause 3.2.3, the
      Debt Guarantor is entitled to, at any time, apply for any execution,
      attachment, sequestration, distress or other legal process in respect of
      any asset of a Cedent.

	 	 
	3.2.3 	
      Clause 3.2.2 will not prevent or
      restrict the Debt Guarantor from –

	 	 
	3.2.3.1 	
      exercising its rights of
      enforcement under this Agreement;

	 	 
	3.2.3.2 	
      proving or lodging a claim in
      the winding up or administration of a Cedent initiated by a party other
      than the Debt Guarantor; or

	 	 
	3.2.3.3 	
      taking any proceedings to obtain
      a declaration or similar judgment order as to the obligations or
      liabilities of a Cedent under this Agreement.

	 	 
	3.3 	
      Reinstatement

	 	 
	 	
      If any payment by any Obligor or
      any discharge, release or arrangement given under the Finance Documents is
      avoided or reduced for any reason (including as a result of insolvency,
      business rescue proceedings, liquidation, winding-up or otherwise), the
      liability of the Cedents shall continue and the Debt Guarantor shall be
      entitled to recover the value or amount of that security or payment from
      the Cedents as if the payment, discharge, avoidance or reduction had not
      occurred.  

	 	 
	3.4 	
      Waiver of
  Defences

	 	 
	3.4.1 	
      The obligations of the Cedents
      under the Guarantee will not be affected by any act, omission, matter or
      thing which, but for this clause 3.4 or otherwise, would reduce, release
      or prejudice any of its obligations under the Guarantee (without
      limitation and whether or not known to it or the Debt Guarantor) including
      –

	 	 
	3.4.1.1 	
      any time, waiver or consent
      granted to, or composition with, any Obligor or other
  person;




	3.4.1.2 	
      the release of any other Obligor
      or any other person under the terms of any composition or arrangement with
      any creditor of any Obligor or such other
person;







6

	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 Obligor or other person or any non-presentation or
      non-observance of any formality or other requirement in respect of any
      instrument or any failure to realise the full value of any
  security;

	 	 
	3.4.1.4 	
      any legal limitation, incapacity
      or lack of power, authority or legal personality of or dissolution or
      change in the members or status of an Obligor or any other
  person;

	 	 
	3.4.1.5 	
      any amendment, novation,
      supplement, extension, restatement (however fundamental and whether or not
      more onerous) or replacement of any Finance Document (or any other
      document or security);

	 	 
	3.4.1.6 	
      any irregularity,
      unenforceability, illegality, invalidity, suspension or cancellation of
      any obligation of any person under any Finance Document (or any other
      document or security);

	 	 
	3.4.1.7 	
      any insolvency, liquidation,
      winding-up, business rescue or similar proceedings (including receipt of
      any distribution made under or in connection with those proceedings);
      or

	 	 
	3.4.1.8 	
      any other factor or circumstance
      arising on which the Cedents might otherwise be able to rely on a defence
      based on prescription or estoppel.

	 	 
	3.4.2 	
      The amounts to be paid by the
      Cedents under the Guarantee shall be unaffected by any compromise of any
      claim that the Debt Guarantor may have against any Obligor, whether
      pursuant to the adoption of a business rescue plan or otherwise.

	 	 
	3.4.3 	
      If any Finance Document is
      amended or varied in any manner whatsoever, the Guarantee shall apply in
      respect of such Finance Document as amended or varied.

	 	 
	3.5 	
      Deferral of
  Rights



Until all amounts which may be or
become payable by any Obligor under or in connection with the Guaranteed
Obligations have been irrevocably paid in full and unless the Debt Guarantor
otherwise directs, the Cedents will not, without the prior written consent of
the Debt Guarantor, exercise any rights which they may have by reason of
performance by them of their obligations under the Guarantee or the Security
Documents or by reason of any amount being payable, or liability arising, under
this Agreement – 

	3.5.1 	
      to be indemnified by the
      Borrower or any other Obligor;

	 	 
	3.5.2 	
      to claim any contribution from
      any Obligor of or provider of Security for any of the Guaranteed
      Obligations;

	 	 
	3.5.3 	
      to take the benefit (in whole or
      in part and whether by way of subrogation, cession of action or otherwise)
      of any rights of the Debt Guarantor under the
Guaranteed Obligations or of any other guarantee or Security taken
pursuant to, or in connection with, the Guaranteed Obligations by the Debt
Guarantor; 







7

	3.5.4 	
      to bring legal or other
      proceedings for an order requiring any Obligor to make any payment, or
      perform any obligation, in respect of which a Cedent has given a
      guarantee, undertaking or indemnity under the Guarantee;

	 	 
	3.5.5 	
      to exercise any right of set-off
      against the Borrower; and/or

	 	 
	3.5.6 	
      to claim, rank, prove or vote as
      a creditor or shareholder of any Obligor in competition with the Debt
      Guarantor.

	 	 
	3.6 	
      Additional
  Security

	 	 
		
      The Guarantee is in addition to
      and is not in any way prejudiced by any other guarantee or Security now or
      subsequently held by the Debt Guarantor. The rights of the Debt Guarantor
      hereunder are in addition to and not exclusive of those provided by
      law.

	 	 
	3.7 	
      Remedies
  Cumulative

	 	 
		
      The rights of the Debt Guarantor
      under the Guarantee may be exercised as often as necessary, and are
      cumulative and not exclusive of its rights under general law and may be
      waived only in writing and specifically. Any delay in exercising or
      non-exercise of any such rights shall not constitute a waiver of those
      rights.

	 	 
	3.8 	
      Continuing
  Guarantee

	 	 
		
      The Guarantee –

	 	 
	3.8.1 	
      is a continuing guarantee and
      indemnity and will extend to the ultimate balance of sums payable by any
      Obligor under the Guaranteed Obligations; and

	 	 
	3.8.2 	
      shall remain in full force and
      effect,



regardless of any intermediate payment
or discharge of the Guaranteed Obligations or any fluctuation in or extension of
any period whatsoever of the Guaranteed Obligations and shall terminate only
upon the Discharge Date. 

	3.9 	
      Additional and Separate
      Guarantee

	 	 
		
      The Guarantee is in addition to,
      and without prejudice to, and shall not merge with, any other right,
      remedy, guarantee or Security which the Debt Guarantor may at any time
      hold for any of the Guaranteed Obligations.

	 	 
	3.10 	
      Immediate
  Recourse

	 	 
		
      Each Cedent waives any rights
      that it may have to first require the Debt Guarantor to make any demand of
      the Obligors (other than the Cedent) or any third party, to
  proceed against or claim payment from the Obligors (other than the
Cedent) or any third party, to take action or obtain judgment in any court
against the Obligors (other than the Cedent) or any third party, to make, file
or prove any claim in the winding-up or dissolution of the Obligors (other than
the Cedent) or any third party, or to enforce or seek to enforce any guarantee
or Security granted by the Obligors (other than the Cedent) or any third party,
before making payment under this Agreement. This waiver applies irrespective of
any law or any provision of the Finance Documents to the contrary.







8

	3.11 	
      Limited recourse

	 	 
	3.11.1 	
      In this clause "Secured
      Property Proceeds" means all value obtained from the Ceded Rights on
      the transfer or other disposal or realisation of any part of the Ceded
      Rights (whether on enforcement of the security or otherwise), and all
      Secured Property Proceeds are to be calculated without any deduction or
      withholding for or on account of any Taxes.

	 	 
	3.11.2 	
      The recourse of the Debt
      Guarantor to each Cedent in respect of its obligations under this clause 3
      (Guarantee and Indemnity) is limited to such Cedent's Ceded Rights
      including, without limitation, the Secured Property Proceeds.

	 	 
	3.11.3 	
      Subject to clause 3.11.4 below,
      the Debt Guarantor undertakes that it will not at any time –

	 	 
	3.11.3.1 	
      apply for any execution,
      attachment, sequestration, distress or other legal process in respect of
      any asset of any Cedent other than its Ceded Rights;
or

	 	 
	3.11.3.2 	
      apply for the liquidation or
      winding-up of any Cedent in respect of any payment obligation arising
      under a Finance Document.

	 	 
	3.11.4 	
      Clause 3.11.3 above will not
      prevent or restrict the Debt Guarantor from –

	 	 
	3.11.4.1 	
      exercising its rights of
      enforcement under this Agreement;

	 	 
	3.11.4.2 	
      proving or lodging a claim in
      the winding up or administration of any Cedent initiated by a party other
      than the Debt Guarantor; or

	 	 
	3.11.4.3 	
      taking any proceedings to obtain
      a declaration or similar judgment order as to the obligations or
      liabilities of any Original Cedents under this Agreement.

	 	 
	4 	
      CESSION IN SECURITY AND
PLEDGE



As security for the due and punctual
performance of the Secured Obligations, each Cedent has agreed to pledge its
Shares and to cede in securitatem debiti all its other Secured Property
to the Debt Guarantor, on the terms set out in this Agreement. 




9

	4.1 	
      Cession in Security and
      Pledge

	 	 
	4.1.1 	
      Subject to the provisions of
      clause 4.2 (Nature of Cession and Pledge), each Cedent hereby
      irrevocably and unconditionally –

	 	 
	4.1.1.1 	
      cedes in securitatem debiti
      and pledges (as applicable) to the Debt Guarantor all its Secured
      Property, in each case individually and collectively with all the other
      Secured Property, with effect from the Signature Date;
  and




	4.1.1.2 	
      is deemed to cede in
      securitatem debiti and pledge to the Debt Guarantor all Shares of
      which it becomes the owner from time to time or which may be issued or
      transferred to it in future, with effect from the date on which the Cedent
      acquires beneficial ownership thereof,

	 	 
		
      as continuing general covering
      security for the due, proper and timeous payment and performance in full
      of all the Secured Obligations, on the terms set out in this Agreement,
      which cession and pledge the Debt Guarantor accepts.

	 	 
	4.1.2 	
      The cession in securitatem
      debiti and pledge (as applicable) contemplated in 4.1.1 constitutes
      first ranking security in favour of the Debt Guarantor in that it ranks in
      preference and prior to any other current or future security.

	 	 
	4.2 	
      Nature of Cession and
      Pledge

	 	 
	4.2.1 	
      The cession and pledge
      contemplated by this Agreement is intended to operate as a cession and a
      pledge of each part and all of the Shares and the other Secured Property,
      individually and collectively.

	 	 
	4.2.2 	
      If, for any reason, any Security
      purported to be created under this Agreement is or becomes illegal,
      invalid or unenforceable in respect of some of the Shares or the Secured
      Property, the pledge of those Shares and the cession of that Secured
      Property shall be severed from this Agreement, and this Agreement and all
      the Security created over the remainder of the Secured Property shall
      continue in full force and effect.

	 	 
	4.2.3 	
      The cession contemplated by this
      Agreement operates as a security cession and not as an outright cession
      and each Cedent retains bare ownership (dominium) of its Secured
      Property, subject to the rights of the Debt Guarantor as a secured
      creditor.

	 	 
	4.3 	
      Cedents remain liable to
      perform obligations

	 	 
		
      Notwithstanding any other
      provision of a Finance Document, the Cedents shall remain liable to
      perform all their duties and obligations, whether contractual or
      otherwise, in respect of each of their Secured Property and nothing in
      this Agreement or the exercise by a Finance Party of any right under a
      Finance Document shall constitute or be deemed to constitute a delegation to or acceptance by a Finance Party
of any obligation of any Cedent or any other person. 







10

	5 	
      DURATION

	 	 
		
      This Agreement and the Security created pursuant to this
      Agreement –

	 	 
	5.1 	
      shall come into full force and
      effect on the Signature Date without any further action, consent or
      authority required from any person;

	 	 
	5.2 	
      unless expressly otherwise agreed
      by the Debt Guarantor in writing, shall not terminate before the Discharge
      Date; and

	 	 
	5.3 	
      shall remain of full force and
      effect, notwithstanding any intermediate discharge or settlement of, or
      temporary fluctuation in, the Guaranteed Obligations.

	 	 
	6 	
      REPRESENTATIONS AND WARRANTIES BY THE
    CEDENTS

	 	 
	6.1 	
      Each Cedent makes the
      representations and warranties set out in this clause 6 to each Finance
      Party, each warranty and representation is –

	 	 
	6.1.1 	
      is separate and
  distinct;

	 	 
	6.1.2 	
      is material;

	 	 
	6.1.3 	
      has induced the Finance Parties
      to enter into the 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.

	 	 
	6.2 	
      Status

	 	 
	6.2.1 	
      It is a corporation, duly
      incorporated and validly existing under the laws of South Africa and will
      maintain its corporate existence.

	 	 
	6.2.2 	
      It has the power to own its
      assets and carry on its business as it is being conducted.

	 	 
	6.3 	
      Binding
  Obligations

	 	 
	6.3.1 	
      The obligations expressed to be
      assumed by it in each Finance Document to which it is a party are legal,
      valid, binding and enforceable obligations.

	 	 
	6.3.2 	
      Without limiting the generality
      of clause 6.3.1, each Security Document to which it is a party creates the
      security interests which that Security Document purports to create and
      those security interests are valid and effective.







11


	6.4 	Non-Conflict with other
    Obligations
	 	 
	 	The entry into and performance by it
of, and the transactions contemplated by, the Finance Documents and the granting
of the Security do not and will not conflict with –

	 	 
	6.4.1 	
      any law or regulation applicable
      to it;

	 	 
	6.4.2 	
      its or any of its Subsidiaries'
      constitutional documents; or

	 	 
	6.4.3 	
      any agreement or instrument
      binding upon it or any of its Subsidiaries' assets or constitute a default
      or termination event (however described) under any such agreement or
      instrument.

	 	 
	6.5 	
      Power and
  Authority

	 	 
		
      It has the power to enter into,
      perform and deliver, and has taken all necessary action to authorise its
      entry into, performance and delivery of, the Finance Documents to which it
      is a party and the transactions contemplated by those Finance
      Documents.

	 	 
	6.6 	
      Validity and Admissibility in
      Evidence

	 	 
	6.6.1 	
      All Authorisations and any other
      acts, conditions or things required or desirable –

	 	 
	6.6.1.1 	
      to enable it lawfully to enter
      into, exercise its rights and comply with its obligations in the Finance
      Documents to which it is a party; and



	 	 
	6.6.1.2 	
      to make the Finance Documents to
      which it is a party admissible in evidence in South Africa,

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

	 	 
	6.6.2 	
      All Authorisations necessary for
      the conduct of the business, trade and ordinary activities by each member
      of the Group have been obtained or effected and are in full force and
      effect.

	 	 
	6.7 	
      Governing Law and
      Enforcement



The choice of South African law as the
governing law of each Finance Document will be recognised and enforced in its
jurisdiction of incorporation. 

	6.8 	
      Insolvency and Financial
      Distress

	 	 
	6.8.1 	
      No –

	 	 
	6.8.1.1 	
      corporate action, legal
      proceeding or other procedure or step described in clause 22.9
      (Insolvency) of the Facility Agreement; or

	 	 
	6.8.1.2 	
      creditors' process described in
      clause 23.8 (Creditors' Process) of the Facility
  Agreement,has been taken or, to the knowledge of the Cedent threatened in
relation to a member of the Group and none of the circumstances contemplated in
clause 22.9 (Insolvency) of the Facility Agreement applies to a member of
the Group. 







12

	6.8.2 	
      It is not Financially Distressed
      (as defined in the Companies Act).

	 	 
	6.9 	
      Deduction of Tax

	 	 
		
      It is not required to make any
      Tax Deduction from any payment it may make under any Finance
    Document.

	 	 
	6.10 	
      No Default

	 	 
	6.10.1 	
      No Event of Default is
      continuing or might reasonably be expected to result from the making of
      any Utilisation or the entry into, the performance of, or any transaction
      contemplated by, any Finance Document.

	 	 
	6.10.2 	
      No other event or circumstance
      is outstanding which constitutes a default under any other agreement or
      instrument, which is binding on it or any of its Subsidiaries or to which
      its (or any of its Subsidiaries') assets, which are subject to or might
      result in a Material Adverse Change.

	 	 
	6.11 	
      No Misleading
      Information

	 	 
		
      All written information provided
      by it (including its advisers) to the Agent or the Debt Guarantor under or
      in connection with the Finance Documents was true, complete and accurate
      in all material respects as at the date it was provided and is not
      misleading in any respect.

	 	 
	6.12 	
      Financial
  Statements

	 	 
	6.12.1 	
      Its Financial Statements are
      prepared in accordance with IFRS consistently applied.

	 	 
	6.12.2 	
      There has been no material
      adverse change in its business or financial condition.

	 	 
	6.13 	
      Pari Passu
      Ranking

	 	 
		
      Its payment obligations under the
      Finance Documents rank at least pari passu with the claims of all
      its other unsecured and unsubordinated creditors, except for obligations
      mandatorily preferred by law applying to companies generally.

	 	 
	6.14 	
      No Proceedings Pending or
      Threatened

	 	 
		
      No litigation, arbitration or
      administrative proceedings of or before any court, arbitral body or agency
      which, if adversely determined, might reasonably be expected to result in
      a Material Adverse Change has or have (to the best of its knowledge and
      belief) been started or threatened against it or any of its
      Subsidiaries.







13

	6.15 	
      No Breach of
Laws

	 	 
	6.15.1 	
      It has not breached any law or
      regulation which breach has or is reasonably likely to result in a
      Material Adverse Change.

	 	 
	6.15.2 	
      No labour disputes are current
      or, to the best of its knowledge and belief (having made due and careful
      enquiry), threatened against it which have or are reasonably likely to
      result in a Material Adverse Change.

	 	 
	6.16 	
      No Immunity

	 	 
		
      In any proceedings taken in South
      Africa or in any other jurisdiction, it will not be entitled to claim for
      itself or any of its assets immunity from suit, execution, attachment or
      other legal process in relation to any Finance Document.

	 	 
	6.17 	
      Taxation

	 	 
	6.17.1 	
      It is not materially overdue in
      the filing of any Tax returns and it is not overdue in the payment of any
      amount in respect of any Taxes.

	 	 
	6.17.2 	
      No claims or investigations are
      being, or are reasonably likely to be, made or conducted against it with
      respect to Taxes.

	 	 
	6.18 	
      Anti-Corruption
  Law

	 	 
		
      It has conducted its businesses
      in compliance with applicable anti-corruption laws and has instituted and
      maintains as at the Signature Date policies and procedures designed to
      promote and achieve compliance with such laws.

	 	 
	6.19 	
      Security and Financial
      Indebtedness

	 	 
		
      Subject in each case to any
      registration specifically required by law, each Security Document validly
      creates the Security interest which is expressed to be created by that
      Security Document.

	 	 
	6.20 	
      Ranking

	 	 
		
      The Security has or will have the
      ranking in priority which it is expressed to have in the Security
      Documents and it is not subject to any prior ranking or pari passu
      ranking Security.

	 	 
	6.21 	
      Ownership

	 	 
		
      It is the sole, absolute, legal
      and, where applicable, beneficial owner of the respective assets over
      which it purports to grant Security free from any claims, third party
      rights or competing interests other than Security permitted under clause
      22.8 (Negative Pledge) of the Facility
Agreement.







14

	6.22 	
      Shares

	 	 
	6.22.1 	
      The Shares and the shares of
      each Obligor are fully paid and not subject to any option to purchase or
      similar rights.

	 	 
	6.22.2 	
      There are no agreements in force
      which provide for the issue or allotment of, or grant any person the right
      to call for the issue or allotment of, any share or loan capital of each
      Obligor (including any option or right of pre-emption or
    conversion).

	 	 
	6.22.3 	
      No part of the Shares and the
      shares of each Obligor has been pledged, ceded (either outright or as
      security), discounted, factored, mortgaged under notarial bond or
      otherwise, or otherwise disposed of or hypothecated, nor is it subject to
      any other right or claim in favour of any person (including any rights of
      pre-emption) which would apply on enforcement by the Debt Guarantor of its
      rights under this Agreement. If any of the Shares and the shares of each
      Obligor is subject to any Security in breach of this representation and
      warranty then, without prejudice to any other rights that the Debt
      Guarantor may have, any reversionary or other interests the Cedent may
      have in the said Shares are also ceded in securitatem debiti and
      pledged to the Debt Guarantor.

	 	 
	6.23 	
      No Adverse
    Consequences

	 	 
		
      It is not necessary under the
      laws of its jurisdiction of incorporation -

	 	 
	6.23.1 	
      in order to enable the Debt
      Guarantor to enforce its rights under any Finance Document; or

	 	 
	6.23.2 	
      by reason of the execution of
      any Finance Document or the performance by it of its obligations under any
      Finance Document,



that the Debt Guarantor should be
licensed, qualified or otherwise entitled to carry on business in such
jurisdiction. 

	7 	
      UNDERTAKINGS BY THE CEDENTS

	 	 
	7.1 	
      General

	 	 
		
      The Cedents are bound by the
      undertakings set out in this clause 7 relating to it. The undertakings in
      this clause 7 remain in force from the Signature Date until the Discharge
      Date.

	 	 
	7.2 	
      Negative Pledge

	 	 
	7.2.1 	
      No Cedent shall grant any
      further Security over any Secured Property or dispose of its Secured
      Property in any manner without the express prior consent of the Debt
      Guarantor, which consent shall not be unreasonably withheld.
  






15

	7.2.2 	
      Each Cedent shall at all times
      keep its Secured Property free of judicial attachments and other
      Security.

	 	 
	7.3 	
      Preservation of Secured
      Property

	 	 
	7.3.1 	
      Each Cedent undertakes
  –

	 	 
	7.3.1.1 	
      to the extent reasonably
      possible, that it shall not permit any depreciation of the value of, or a
      variation of rights relating to, the Secured Property or any of them to
      occur; 



	 	 
	7.3.1.2 	
      not to do any wilful act or
      suffer any wilful omission, or wilfully permit any other person to do any
      act or suffer any omission, which will have or may be calculated to have
      the effect of materially diminishing or adversely affecting the rights of
      the Debt Guarantor hereunder or the value or effectiveness of the security
      conferred by the cession in securitatem debiti and pledge of the
      Ceded Rights in terms of this Agreement;

	 	 
	7.3.1.3 	
      to take all appropriate steps
      required from time to time for the care, preservation and protection of
      the Secured Property and the rights of the Debt Guarantor under this
      Agreement; and

	 	 
	7.3.1.4 	
      timeously to comply in full with
      all its obligations in respect of the Secured Property, from time to
      time.

	 	 
	7.3.2 	
      The Cedent waives for the
      benefit of the Debt Guarantor any and all rights it may have in respect of
      the Secured Property which conflict with or which may restrict the rights
      of the Debt Guarantor under this Agreement.

	 	 
	7.4 	
      Further
  Undertakings



Each Cedent undertakes and agrees
–

	7.4.1 	
      in respect of the Ceded Rights
      for which the Cedent may hold promissory notes, bills of exchange, cheques
      or other liquid documents, not to pledge or otherwise encumber such
      promissory notes, bills of exchange, cheques or other liquid
    documents;

	 	 
	7.4.2 	
      not to exercise any or all
      rights in respect of the Secured Property and/or the Ceded Rights which it
      may have which will be in conflict with the rights of the Debt Guarantor
      in terms of this Agreement;

	 	 
	7.4.3 	
      to sign all other documents
      which the Debt Guarantor may require in order to give effect to this
      Agreement;

	 	 
	7.4.4 	
      from time to time, and within
      three Business Days of written demand by the Debt Guarantor, to make such
      entries in or endorsements on its records relating to this Agreement as
      the Debt Guarantor may reasonably require;







16

	7.4.5 	
      that it may not cede, assign,
      transfer or pledge or in any other manner encumber or deal with the
      Secured Property and/or the Ceded Rights without the prior written consent
      of the Debt Guarantor, save with the prior written consent of the Agent
      and the Debt Guarantor;

	 	 
	7.4.6 	
      to allow the Debt Guarantor
      and/or its duly authorised representatives, upon reasonable written notice
      by the Debt Guarantor, such reasonable rights of access to and right of
      inspection of such of its books, records and financial information as the
      Debt Guarantor may from time to time reasonably require for purposes of
      ascertaining or verifying any information with regard to the Secured
      Property and/or Ceded Rights; and

	 	 
	7.4.7 	
      upon the occurrence of an Event
      of Default which is continuing, it will forthwith pay over to the Debt
      Guarantor any interest, dividend or other benefits of any nature accrued
      and/or received in respect of the Secured Property and/or the Ceded Rights
      on and after the date of occurrence of such Event of Default, by
      depositing the same into a nominated account as the Debt Guarantor may
      from time to time direct in writing.

	 	 
	7.5 	
      Amounts received on account of
      Secured Property

	 	 
		
      If an Event of Default has
      occurred and is continuing, the Cedent shall forthwith pay and transfer to
      the Debt Guarantor or its order, and place it in possession of, all cash
      and other assets received in respect of the Secured Property in discharge
      of the Guaranteed Obligations.

	 	 
	8 	
      DIVIDENDS, VOTING AND CEDED RIGHTS

	 	 
	8.1 	
      Notwithstanding that the rights
      to receive all and any amounts (including without limitation dividends)
      payable in respect of the Ceded Rights and the Secured Property and to
      vote in respect of the Ceded Rights and the Secured Property, as well as
      all other rights, title and interest in and to the Ceded Rights and the
      Secured Property, are ceded in securitatem debiti and pledged to
      the Debt Guarantor under and in terms of this Agreement, each Cedent shall
      be entitled, subject to the provisions of the Finance Documents and clause
      13.2 (Enforcement) , to –

	 	 
	8.1.1 	
      exercise all rights (including
      voting rights) in respect of the Secured Property; and

	 	 
	8.1.2 	
      collect and receive and retain,
      in its own name, all Distributions and other amounts payable in respect of
      the Ceded Rights and the Secured Property,



until the occurrence of an Event of
Default which is continuing entitling the Debt Guarantor to exercise its rights
under this Agreement on account of the Secured Property and the Ceded Rights, in
which event the Cedent's rights under and in terms of this clause 8 in relation
to the Secured Property and Ceded Rights shall automatically terminate,
provided that in the event of the remedy of such circumstances (if
capable of remedy) to the satisfaction of the Debt Guarantor, the Cedent's
rights under and in terms of this clause 8 shall be reinstated upon receipt of
written notice to that effect from the Debt Guarantor. 




17


	9 	
      CONTINUING COVERING SECURITY

	 	 
		
      The obligations of each Cedent as contemplated in this
      Agreement are irrevocable and shall operate as continuing covering
      security for the Cedent's obligations under and in terms of the Secured
      Obligations, and shall, unless otherwise agreed in writing by the Parties,
      continue to be of full force and effect until the Discharge Date
      notwithstanding –

	 	 
	9.1 	
      any intermediate discharge or
      settlement of, or fluctuation in the Cedent's obligations arising under or
      in connection with the Secured Obligations in which event the cession and
      pledge contained in this Agreement shall operate as security for any
      indebtedness of the Cedent, subsequently arising in favour of the Debt
      Guarantor;

	 	 
	9.2 	
      the Cedent's legal disability
      and/or any variation or amendment of or addition to or deletion from or
      cancellation or termination of any agreement giving rise to any of the
      rights of the Debt Guarantor against the Cedent;

	 	 
	9.3 	
      any latitude, indulgence or
      extension of time which may be allowed or shown by the Debt
    Guarantor;

	 	 
	9.4 	
      the receipt by the Debt Guarantor
      of any dividend or benefit in any insolvency, liquidation, business rescue
      proceedings or any compromise or composition whether in terms of any
      statutory enforcement or the common law; and/or

	 	 
	9.5 	
      the release by the Debt
      Guarantor, in whole or in part, of any security and/or the release of the
      Cedent from some, but not all, of the applicable Secured
    Obligations.

	 	 
	10 	
      PERFECTION AND DELIVERY OF DOCUMENTS

	 	 
	10.1 	
      The documents set out in this
      clause 10 shall be delivered to the Agent as follows –

	 	 
	10.1.1 	
      in respect of Shares and/or
      Ceded Rights held by the Original Cedents at the Signature Date, by no
      later than the Longstop Date;



	 	 
	10.1.2 	
      in respect of an Additional
      Cedent, as soon as reasonably no later than five Business Days after that
      Additional Cedent accedes to this Agreement

	 	 
	10.1.3 	
      in respect of Shares/Ceded
      Rights subsequently acquired by a Cedent or otherwise arising before the
      Discharge Date, as soon as reasonably possible after that property becomes
      Secured Property.

	 	 
	10.2 	
      Each Cedent shall deliver to the
      Agent –

	 	 
	10.2.1 	
      original share certificates in
      respect of the Shares;







18 

	10.2.2 	
      share transfer forms in respect
      of the Shares, duly completed and signed but undated and blank as to the
      transferee, and the Cedent undertakes as often as so requested by the Debt
      Guarantor to replace such share transfer forms by further signed share
      transfer forms; and

	 	 
	10.2.3 	
      to the extent applicable, a
      consent and waiver of pre-emptive rights obtained from each other
      shareholder of the Borrower in terms of which each such shareholder,
      inter alia, consents to the entry into of this Agreement and waives
      any pre-emptive rights in respect of the Shares.

	 	 
	10.3 	
      The Agent may retain possession
      of all documents delivered to it under this clause 10 and deal with them
      in accordance with the Finance Documents until the Discharge Date, after
      which they shall be returned to the relevant Cedent as soon as reasonably
      possible.

	 	 
	10.4 	
      Each Cedent shall deliver to the
      Agent any other documents relating to the Secured Property and/or Ceded
      Rights for which any Finance Party may at any time reasonably call, which
      documents shall be delivered to Agent within such period as may be agreed
      between the Agent and the relevant Cedent, and failing such agreement,
      within five Business Days of written demand by the Agent.

	 	 
	11 	
      BORROWER AS A PARTY

	 	 
	11.1 	
      The Borrower hereby, in the event
      of the Debt Guarantor exercising its rights under this Agreement,
      irrevocably and unconditionally undertakes to –

	 	 
	11.1.1 	
      give effect thereto and to
      perform its obligations in relation to the Pledged Shares and/or Ceded
      Rights to and in favour of the Debt Guarantor; and

	 	 
	11.1.2 	
      recognise any person to whom the
      Pledged Shares and/or Ceded Rights are to be transferred and approve the
      transfer to that person.

	 	 
	12 	
      RIGHTS OF THE CEDENTS BEFORE AN EVENT OF
      DEFAULT

	 	 
	12.1 	
      Unless an Event of Default has
      occurred and is continuing, each Cedent is entitled, at its own cost, to
      –

	 	 
	12.1.1 	
      enforce and receive payment for,
      delivery of or performance in respect of all amounts or obligations owing
      in respect of the Secured Property in the ordinary course of business and,
      subject to the Finance Documents, to appropriate amounts so recovered to
      its own use, including any dividends or other benefits in respect of its
      Shares;

	 	 
	12.1.2 	
      receive notice of every general
      meeting of shareholders of the Borrower or another company in which it
      holds Shares (provided that each such notice are to be forwarded to the
      Debt Guarantor as if it were a shareholder of the Borrower or such other
      company where such documents do, or are reasonably likely to, affect the
  interests of the Debt Guarantor); and







19

	12.1.3 	
      attend every general meeting of
      the shareholders of the Borrower or another company in which it holds
      Shares, and exercise all the votes attaching to the Shares at such
      meetings (provided that it will not exercise those votes in a manner which
      is reasonably likely to (a) be materially prejudicial to the validity or
      enforceability of this Agreement; (b) materially impair the value of any
      Shares; or (c) be otherwise materially prejudicial to the Debt
      Guarantor).

	 	 
	12.2 	
      If an Event of Default has
      occurred and is continuing, all rights, powers and privileges attaching to
      the Secured Property, including, but not limited to those set out in
      clause 12.1 (Rights of the Cedents before an Event of Default),
      shall vest in the Debt Guarantor with the power to exercise them either in
      its own name or in the name of any Cedent or, if the Debt Guarantor so
      directs upon the occurrence of an Event of Default that has occurred and
      which is continuing, the applicable Cedent shall exercise the Debt
      Guarantor's rights, powers and privileges in its own name and to the
      greatest extent permitted by applicable law.

	 	 
	13 	
      ENFORCEMENT

	 	 
	13.1 	
      Rights of the Debt
      Guarantor

	 	 
		
      Upon the occurrence of an Event
      of Default which is continuing –

	 	 
	13.1.1 	
      the Debt Guarantor shall be
      entitled to pursue any remedy available to it in law including, but not
      limited to, any one of the forms of relief set out in clauses  13.1.2
    to 13.2 inclusive;




	13.1.2 	
      the Debt Guarantor may, in its
      discretion, effect transfer of the Secured Property (or any of them)
      and/or an outright cession of the Ceded Rights (or any of them) into the
      Debt Guarantor's own name (or the name of its nominee(s)), with the
      intention to do so not as beneficial owner but as a temporary repository
      pending disposal of such Secured Property and/or Ceded Rights or pending
      the realisation of the applicable Secured Property and/or Ceded Rights or
      the underlying value thereof, in pursuance of the pledge and cession
      recorded in this Agreement, whether in terms of clauses 13.1.3 or
      13.1.4;

	 	 
	13.1.3 	
      whether or not the Debt
      Guarantor has effected transfer of the Secured Property (or any of them)
      and/or an outright cession of the Ceded Rights (or any of them) in terms
      of clause 13.1.2, it may elect to effect transfer of the applicable
      Secured Property and/or an outright cession of the applicable Ceded Rights
      into its name (or the name of its nominee(s)) as beneficial owner(s), to
      the extent permitted in law, in which event a fair market value of the
      Secured Property and/or Ceded Rights, as the case may be, at the time the
      election is made, shall be agreed in writing between the Parties. Failing
      written agreement as to the applicable fair market value within five
      Business Days of the Debt Guarantor's aforesaid election, the fair
market value of the applicable Secured Property and/or Ceded Rights, as the case
may be, will be determined by an Independent Auditor, which Independent Auditor
shall act as an expert and not as an arbitrator. Any amount by which the fair
market value of the Secured Property and/or Ceded Rights (determined in
accordance with this clause 13.1.3) exceeds the amounts owing by the Cedents to
the Debt Guarantor in respect of the Guaranteed Obligations shall be paid by the
Debt Guarantor to the Cedents within five Business Days of the agreement as to,
or the determination of, the fair market value therefor. The Cedents shall be
responsible for and shall pay such Independent Auditor's charges for determining
the fair market value for the Secured Property and/or the Ceded Rights, as the
case may be. If the Debt Guarantor shall have paid the Independent Auditor, the
same shall be recoverable from the Cedent on demand; 







20

	13.1.4 	
      without first obtaining an order
      of court, the Debt Guarantor shall, to the extent permitted in law, be
      entitled to – 

	  	
       

	13.1.4.1 	
      exercise all the rights, powers
      and privileges attaching to the Secured Property and/or the Ceded Rights
      (or any of them); 

	  	
       

	13.1.4.2 	
      sell, assign, transfer or
      otherwise dispose of or realise the Secured Property and/or the Ceded
      Rights (or any of them), or to realise the underlying value of the Secured
      Property and/or the Ceded Rights (or any of them) in such manner by public
      auction or by private treaty and on such terms as may appear to it most
      expedient; 

	  	
       

	13.1.4.3 	
      institute legal proceedings
      which it may deem necessary in connection with the Secured Property and/or
      the Ceded Rights (or any of them); 

	  	
       

	13.1.4.4 	
      give good, valid and sufficient
      receipts and discharges for the purchase price or proceeds of the Secured
      Property and/or the Ceded Rights (or any of them) or the proceeds of any
      underlying assets; 

	  	
       

	13.1.4.5 	
      effect transfer of the Secured
      Property (or any of them) and/or convey valid title in the Ceded Rights
      (or any of them) on behalf of the Cedent, including by using the power of
      attorney granted to the Debt Guarantor in terms of clause 15 (Power
      of Attorney). 

	  	
       

	13.2 	
      The Parties agree that upon the
      occurrence of an Event of Default which is continuing, the Debt Guarantor
      shall be entitled to exercise the rights (including, if applicable, the
      voting rights) attaching to the Secured Property, and/or to receive all
      Distributions payable in respect of the Secured Property. 

	  	
       

	13.3 	
      Notwithstanding anything to the
      contrary contained in this Agreement, the Debt Guarantor shall not be
      obliged to take any particular steps to collect or otherwise enforce its
      rights in respect of any of the Secured Property and/or the Ceded Rights.
      







21

	13.4 	
      Undertakings by the Cedents in
      respect of Realisation 

	  	
      

		
      On the Debt Guarantor taking any
      action under clause 13.1 (Rights of the Debt Guarantor), or
      otherwise as required by the Debt Guarantor if an Event of Default has
      occurred and is continuing, each Cedent shall on demand by the Debt
      Guarantor — 

	  	
      

	13.4.1 	
      give written notice to all
      persons required by the Debt Guarantor that payment for, delivery of or
      performance in respect of the relevant, Secured Property shall be made to
      the Debt Guarantor and that payment, delivery or performance to the
      relevant Cedent or to anyone else will not constitute valid payment,
      delivery or performance, and the Debt Guarantor shall be entitled to do
      likewise. The Cedent shall on demand by the Debt Guarantor provide proof
      that such notification has been duly given; 

	  	
      

	13.4.2 	
      refuse to accept any payment,
      delivery, or performance tendered in respect of any of the Secured
      Property and order that such payment, delivery or performance be tendered
      to the Debt Guarantor; 

	  	
      

	13.4.3 	
      forthwith pay over or deliver to
      the Debt Guarantor any interest, dividend, negotiable instruments or other
      monetary benefits of any nature accrued or received in respect of the
      Secured Property after the date of an Event of Default by depositing the
      same into any bank account in South Africa nominated by the Debt
      Guarantor; 

	  	
      

	13.4.4 	
      deliver to the Debt Guarantor
      any property which the Cedent acquires or which accrues to it in
      connection with the Secured Property; 

	  	
      

	13.4.5 	
      at its own cost, carry out any
      lawful directions the Debt Guarantor may give in regard to the realisation
      of the Secured Property and sign any document or do any other lawful act
      necessary to (a) vest the Secured Property in the Debt Guarantor; (b)
      enable any sale, purchase or other realisation or transfer of Secured
      Property, or (c) perfect and complete (to the extent necessary) the
      cession and pledge of any Secured Property under this Agreement.


	  	
      

	13.5 	
      No obligation on the Debt
      Guarantor 

	  	
      

		
      Notwithstanding anything to the
      contrary contained in this Agreement, the Debt Guarantor shall not be
      obliged to take any steps to preserve, protect, collect, recover or
      otherwise enforce its rights under or in respect of the Secured Property.
      

	  	
      

	14 	
      APPROPRIATION OF PROCEEDS 

	  	
      

		
      Subject to the Facility Agreement, the Debt Guarantor
      shall apply the net proceeds of all amounts received pursuant to the sale
      or other realisation of Secured Property or from the appropriation of cash
      amounts which constitute Secured Property under this Agreement (after
      deducting all properly evidenced costs and expenses incurred by the Debt
      Guarantor in relation to that sale or realisation) in reduction or
      discharge of the Secured Obligations in such order and in such manner as
      the Debt Guarantor deems fit. Any amount remaining
thereafter shall be paid to the relevant Cedent within fifteen
Business Days of the Discharge Date. 







22

	15 	
      POWER OF ATTORNEY 

	  	
       

		
      Each Cedent hereby irrevocably and severally appoints the
      Debt Guarantor and any of its delegates or sub-delegates to be its
      attorney to take any action which such Cedent is obliged to take under
      this Agreement but has failed to take. Each Cedent ratifies and confirms
      whatever any attorney does or purports to do pursuant to its appointment
      under this clause. 

	  	
       

	16 	
      FURTHER ASSURANCES 

	  	
       

		
      Each Cedent shall generally promptly do everything that
      may be reasonably required in order to comply with its obligations under
      this Agreement and as may otherwise be reasonably required by the Debt
      Guarantor for the purposes of and to give effect to this Agreement,
      failing which the Debt Guarantor may, to the extent possible, attend
      thereto on behalf of the relevant Cedent and recover on demand from such
      Cedent any expenses incurred in relation thereto. In particular, the
      Cedent shall execute and do all such acts and things as the Debt
      Guarantor, in its reasonable discretion, may require – 

	  	
       

	16.1 	
      to perfect or protect the
      Security created (or purported to be created) by this Agreement;


	  	
       

	16.2 	
      to preserve or protect any of the
      rights of the Debt Guarantor under this Agreement; 

	  	
       

	16.3 	
      to enforce any Security created
      under this Agreement on or at any time after it becomes enforceable;
    

	  	
       

	16.4 	
      for the exercise of any power,
      authority or discretion vested in the Debt Guarantor under this Agreement;
      

	  	
       

	16.5 	
      to carry out the effect, intent
      and purpose of this Agreement, 

	  	
       

		
      in any such case, forthwith upon demand by the Debt
      Guarantor to the maximum extent permitted by law and at the expense of the
      Cedent. 

	  	
       

	17 	
      ADDITIONAL RIGHTS 

	  	
       

		
      The rights conferred on the Debt Guarantor by this
      Agreement are additional to and not in substitution for – 

	  	
       

	17.1 	
      any other rights the Debt
      Guarantor has, or may at any time in the future have, against any Cedent
      or any other person; and 

	  	
       

	17.2 	
      any other security held or
      hereafter to be held by the Debt Guarantor from any Cedent, or any other
      person, in connection with the Secured Obligations. The Debt Guarantor may
      release any security held by it without prejudice to its rights under this
      Agreement. 







23


	18 	
      WAIVER AND INDEMNITY 

	 	 
	 	Each Cedent hereby –

	 	 
	18.1 	
      agrees that the Debt Guarantor
      shall not be responsible for any loss from the disposal or sale of the
      Secured Property and/or Ceded Rights and/or any of them, in accordance
      with the provisions of this Agreement howsoever arising, or for any
      reduction in the value of the Secured Property and/or Ceded Rights and/or
      any of them, unless such loss or reduction in value is occasioned by the
      wilful default and/or gross negligence of the Debt Guarantor;

	 	 
	18.2 	
      absolves the Debt Guarantor from
      all liability whatsoever should it fail to collect any dividends or other
      benefits (however named or described, without any exception) arising from
      or by virtue of the Secured Property and/or Ceded Rights and/or any of
      them, or should it fail to take up any rights issued or granted in
      relation to the Secured Property and/or Ceded Rights and/or any of them,
      or in any way fail or omit to protect its or any of the Cedent's interests
      relating to the Secured Property and/or Ceded Rights and/or any of them;
      and

	 	 
	18.3 	
      absolves and indemnifies the Debt
      Guarantor and its directors, officers, employees, representatives and
      advisers from and against any loss or damage (including any, consequential
      loss or damage) or otherwise, suffered by the Cedent arising from any
      cause in connection with this Agreement, whether the loss or damage
      results from contract, delict, negligence or any other cause and whether
      this Agreement has been terminated or not, save for any loss or damages
      arising as a result of the gross negligence, fraud or wilful misconduct of
      the Debt Guarantor or its directors, employees, representatives and
      advisers.

	 	 
	19 	
      CEDENTS BOUND NOTWITHSTANDING CERTAIN
      CIRCUMSTANCES

	 	 
	19.1 	
      Each Cedent agrees that on the
      Signature Date, it will be bound under this Agreement to the full extent
      hereof, despite the fact that –

	 	 
	19.1.1 	
      any additional security from the
      Cedent or any other person for the Secured Obligations may not be obtained
      or may be released or may cease to be held for any other reason;

	 	 
	19.1.2 	
      the Finance Parties may agree
      any variation or novation of the Finance Documents (including any
      amendment providing for the increase in the amount of a Facility or an
      additional facility);

	 	 
	19.1.3 	
      insolvency, administration,
      business rescue, reorganisation, arrangement, readjustment of debt,
      dissolution, liquidation or similar proceedings have been instituted by or
      against the Cedent or any other person;

	 	 
	19.1.4 	
      any Finance Party may receive a
      dividend or benefit in any insolvency, liquidation, business rescue or any
      compromise or composition, whether in terms of any
  statutory enforcement or the common law;







24

	19.1.5 	
      the Debt Guarantor may grant any
      indulgences to the Cedent or may not exercise any one or more of its
      rights under the Finance Documents, either timeously or at all;
  or

	 	 
	19.1.6 	
      any other fact or circumstance
      may arise on which the Cedent might otherwise be able to rely on a defence
      based on prejudice, waiver or estoppel.

	 	 
	19.2 	
      If the Cedent suffers any loss
      arising from any of the facts, circumstances, acts or omissions referred
      to above, it will have no claim against any Finance Party in respect
      thereof.

	 	 
	20 	
      KEEPING, INSPECTION AND DELIVERY OF
  RECORDS

	 	 
	20.1 	
      Each Cedent shall at all times
      keep up to date records of the Secured Property and shall comply with any
      reasonable directions the Debt Guarantor may give in regard to the keeping
      of such records.

	 	 
	20.2 	
      The Debt Guarantor or anyone
      authorised by the Debt Guarantor may at any time and on reasonable notice
      inspect any Cedent's books of account and other records relating to the
      Secured Property including books of account and records in the possession
      of a third party.

	 	 
	20.3 	
      If the Debt Guarantor at any time
      so requests, the applicable Cedent shall at its own cost deliver to the
      Debt Guarantor or its order certified copies of any of the books and
      records referred to in clauses 20.1 and 20.2.

	 	 
	21 	
      EXEMPTION FROM LIABILITY

	 	 
		
      A Finance Party, its officers, trustees, agents,
      beneficiaries, employees and advisors shall not be liable for any loss or
      damage, whether direct, indirect, consequential or otherwise, suffered by
      any Cedent howsoever arising in connection with this Agreement, whether
      that loss or damage arises as a result of a breach of contract (whether
      total, fundamental or otherwise), delict or any other cause and whether
      this Agreement has been terminated or not, other than as a result of the
      gross negligence or wilful misconduct of that Finance Party.

	 	 
	22 	
      CHANGES TO THE PARTIES

	 	 
	22.1 	
      Transfers by the Debt
      Guarantor

	 	 
	22.1.1 	
      Subject to the Finance
      Documents, the Debt Guarantor may cede any of its rights and/or delegate
      any of its obligations under this Agreement to any person to whom it cedes
      any of its rights and/or delegates any of its obligations under the
      Finance Documents. The Cedents agree to co-operate and take all such steps
      as the Debt Guarantor may reasonably request to give effect to any such
      cession or delegation.

	 	 
	22.1.2 	
      The Cedents agree to any
      splitting of claims which may arise from such a
cession.







25

	22.2 	
      Transfers by the
      Cedents

	 	 
		
      No Cedent may cede any of its
      rights nor delegate any of its obligations under this Agreement.

	 	 
	23 	
      SEVERABILITY

	 	 
		
      Each term of this Agreement, whether forming an entire
      clause or only part of a clause, is divisible and severable from all the
      other terms (regardless of the manner in which they may be linked together
      or grouped grammatically). If a term or provision of this Agreement is or
      becomes illegal, invalid or unenforceable in any respect in any
      jurisdiction, that will not affect –

	 	 
	23.1 	
      the legality, validity or
      enforceability in that jurisdiction of any other term or provision of this
      Agreement which shall remain in full force and effect, and such illegal,
      invalid or unenforceable term or provision shall be severed from this
      Agreement; or

	 	 
	23.2 	
      the legality, validity or
      enforceability in other jurisdictions of that or any other term of this
      Agreement,



and in particular, the Debt Guarantor
shall be entitled to deal with its rights in respect of Secured Property in such
manner as is sanctioned or approved in terms of a court order as is otherwise
legally permissible. 

	24 	
      REMEDIES CUMULATIVE

	 	 
		
      The rights of the Debt Guarantor under this Agreement may
      be exercised as often as necessary and are cumulative and not exclusive of
      its rights under general law or under any other Finance
Document.

	 	 
	25 	
      MISCELLANEOUS MATTERS

	 	 
	25.1 	
      Rights and
  Remedies

	 	 
	25.1.1 	
      No failure to exercise, nor any
      delay in exercising any right or remedy under this Agreement shall operate
      as a waiver, nor shall any single or partial exercise of any right or
      remedy prevent any further or other exercise or the exercise of any other
      right or remedy. The rights and remedies of the Debt Guarantor under this
      Agreement –

	 	 
	25.1.1.1 	
      are cumulative and not exclusive
      of its rights under general law;

	 	 
	25.1.1.2 	
      may be exercised as often as the
      Debt Guarantor requires; and

	 	 
	25.1.1.3 	
      may be waived only in
      writing.

	 	 
	25.1.2 	
      Delay in the exercise or
      non-exercise of any right or remedy of the Debt Guarantor under this
      Agreement is not a waiver of that right.







26

	25.2 	
      Amendment Costs

	 	 
	25.2.1 	
      If any Cedent requests an
      amendment, waiver or consent, such Cedent shall, within three Business
      Days of demand, reimburse the Debt Guarantor for the amount of all costs
      and expenses (including legal fees) reasonably incurred by the Debt
      Guarantor in responding to, evaluating, negotiating or complying with that
      request or requirement.

	 	 
	25.2.2 	
      If there is any change in law or
      any regulation which requires an amendment, waiver or consent under the
      Finance Documents, the Cedents shall, within three Business Days of
      demand, reimburse the Debt Guarantor for the amount of all costs and
      expenses (including legal fees) reasonably incurred by the Debt Guarantor
      in connection with evaluating, negotiating or complying with any such
      requirement.

	 	 
	25.3 	
      Set-Off

	 	 
		
      The Debt Guarantor may set off
      any matured obligation due from any Cedent under the Finance Documents (to
      the extent beneficially owned by the Debt Guarantor) against any matured
      obligation owed by the Debt Guarantor the Cedent, regardless of the place
      of payment, booking branch or currency of either obligation. If the
      obligations are in different currencies, the Debt Guarantor may convert
      either obligation at a market rate of exchange in its usual course of
      business for the purpose of the set-off.

	 	 
	26 	
      NOTICES

	 	 
	26.1 	
      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 or letter.

	 	 
	26.2 	
      Addresses

	 	 
		
      The 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 –

	 	 
	26.2.1 	
      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: 	The Managing Director; 






27 

	26.2.2 	
      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; 



	26.2.3 	
      in the case of the AJD
  –




	 	Physical address: 	5th Floor, 6 Benmore Road 
	 	 	 
	 		Sandton  
	 	 	 
	 	  	2196 
	 	 	 
	 	Email Address: 	xxx 
	 	 	 
	 	Attention: 	Andrew Dunn; and 



	26.2.4 	
      in the case of the Richmark
    –




	 	Physical address: 	5th Floor, 6 Benmore Road 
	 	 	 
	 	 	Sandton  
	 	 	 
	 	  	2196 
	 	 	 
	 	Email Address: 	xxx 
	 	 	 
	 	Attention: 	Andrew Dunn, 


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. 

	26.3 	
      Domicilia

	 	 
	26.3.1 	
      Each of the Parties chooses its
      physical address provided under or in connection with clause 26.2 as its
      domicilium citandi et executandi at which documents in legal
      proceedings in connection with this Agreement may be served.

	 	 
	26.3.2 	
      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 26.4.

	 	 
	26.4 	
      Delivery

	 	 
	26.4.1 	
      Any communication or document
      made or delivered by one person to another under or in connection with
      this Agreement will –







28

	26.4.1.1 	
      if by way of email, be deemed to
      have been received on the date of transmission;

	 	 
	26.4.1.2 	
      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;

	 	 
	26.4.1.3 	
      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 26.2 (Addresses) above, if addressed to that department or
      officer.

	 	 
	26.4.2	
      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
      clause26.2 (Addresses) above (or any substitute department or
      officer as that Finance Partyshall specify for this purpose).

	 	 
	26.4.3 	
      Any communication or document
      which becomes effective, in accordance with clauses 26.4.1.1 to 26.4.1.3
      above, after 17h00 in the place of receipt shall be deemed only to become
      effective on the following day.

	 	 
	26.5 	
      Electronic
      Communication

	 	 
	26.5.1 	
      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).

	 	 
	26.5.2 	
      The Parties agree that
  –

	 	 
	26.5.2.1 	
      they will notify the other
      Parties in writing of any information required to enable the transmission
      of information by electronic means; and

	 	 
	26.5.2.2 	
      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.

	 	 
	26.5.3 	
      Any electronic communication as
      specified in clause 26.5.1 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.







29

	26.5.4 	
      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
      26.5.

	 	
       

	26.6 	
      English Language

	 	
       

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

	 	
       

	27 	
      CALCULATION AND CERTIFICATES

	 	
       

	27.1 	
      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.

	 	
       

	27.2 	
      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.

	 	
       

	27.3 	
      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).

	 	
       

	28 	
      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 28 shall include, without limitation,
      inoperable by way of suspension or
cancellation.







30

	29 	
      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.

	 	 
	30 	
      AMENDMENTS, WAIVERS AND EXTENSIONS

	 	 
	30.1 	
      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.

	 	 
	30.2 	
      No amendment or waiver
      contemplated by this clause 30 shall be of any force or effect unless in
      writing and signed by or on behalf of the relevant Parties.

	 	 
	30.3 	
      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.

	 	 
	31 	
      RENUNCIATION OF BENEFITS

	 	 
		
      Each Cedent 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.

	 	 
	32 	
      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.

	 	 
	33 	
      WAIVER OF IMMUNITY

	 	 
		
      Each Cedent 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.

	 	 
	34 	
      SOLE AGREEMENT

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







31

	35 	
      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 hereof.

	 	 
	36 	
      INDEPENDENT ADVICE

	 	 
		
      Each Cedent acknowledges that it has been free to secure
      independent legal and other advice as to the nature and effect of all of
      the provisions of this Agreement and that it has either taken such
      independent legal and other advice or dispensed with the necessity of
      doing so. Further, each Cedent 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.

	 	 
	37 	
      GOVERNING LAW

	 	 
		
      This Agreement is governed by South African
law.

	 	 
	38 	
      JURISDICTION

	 	 
	38.1 	
      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).

	 	 
	38.2 	
      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 
	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 
	RICHMARK HOLDINGS 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 







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 







Annexure A 

FORM OF ACCESSION UNDERTAKING 

	To: 	FirstRand Bank Limited (acting through its
  Rand Merchant Bank division) Agent ("RMB") 
	 	 
	And: 	K2018318388 (South Africa) (RF) Proprietary
  Limited ("Debt Guarantor") 
	 	 
	From: 	[•] Proprietary Limited
  ("Company") 
	 	 
	Date: 	[•] 


Dear Sirs 

Guarantee, Cession and Pledge in Security dated
[•] 2018 ("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 Cedent and to be bound by
      the terms of the Agreement as an Additional Cedent.

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

	 	 
	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 
	 
	[INSERT ACCEDING PARTY] 
	 
	who warrants that he/she is duly authorised hereto