Net 1 UEPS Technologies, Inc.: Exhibit 10.77- Filed by newsfilecorp.com






Exhibit 10.77 
 

Execution Version 


	 
	MASTER IMPLEMENTATION AND FUNDS FLOW AGREEMENT
  
	 



between 

THE PARTIES LISTED IN SCHEDULE 1 





     d 

CONTENTS 

	1.
    	DEFINITIONS
    AND INTERPRETATION 	2
  
	2.
    	CONDITIONS
    	18
  
	3.
    	APPOINTMENT
    OF DESIGNATED REPRESENTATIVES/CP SATISFACTION LETTERS 	19
  
	4.
    	APPOINTMENT
    OF FUNDS FLOW BANK 	19
  
	5.
    	ESCROW
    	20
  
	6.
    	PRE-CLOSING
    MEETINGS 	21
  
	7.
    	FUNDING
      OF FUNDS FLOW BANK ACCOUNTS/EXISTING BONDHOLDER DISTRIBUTION
    INSTRUCTION 	21 
	8.
    	FLOW
    OF FUNDS AND TRANSACTION STEPS 	22
  
	9.
    	TRANSACTION
    STEPS 	24
  
	10.
    	IMPLEMENTATION/TIMING
    	30
  
	11.
    	INDEMNIFICATION
    	30
  
	12.
    	FUNDS
    FLOW BANK ACCOUNTS 	31
  
	13.
    	CONFIDENTIALITY
    	31
  
	14.
    	GENERAL
    	33
  
	15.
    	NOTICES
    AND DOMICILIA 	35
  
	SCHEDULE
    1 PARTIES TO THIS AGREEMENT 	47
  
	SCHEDULE
    2 M5 	49
  
	SCHEDULE
    3 FUNDS FLOW BANK ACCOUNTS AND BANK ACCOUNTS 	50
  
	SCHEDULE
    4 DESIGNATED REPRESENTATIVES 	54
  
	SCHEDULE
    5 ADDRESSES AND DETAILS 	55
  
	SCHEDULE
    6 ESCROW DOCUMENTS DELIVERY CONFIRMATION 	61
  
	SCHEDULE
    7 ESCROW AGENT CONFIRMATION 	62
  
	SCHEDULE
    8 FUNDS FLOW BANK PRE-CLOSING STEP 2 CONFIRMATION 	63
  
	SCHEDULE
    9 FUNDS FLOW BANK PRE-CLOSING STEP 3 CONFIRMATION 	64
  
	SCHEDULE
    10 CLOSING CONFIRMATION 	65
  
	SCHEDULE
    11 FORM OF CP SATISFACTION LETTER 	66
  
	SCHEDULE
    12 FUNDS FLOW BANK PAYMENTS SCHEDULE 	67
  
	SCHEDULE
    13 TRANSACTION DOCUMENTS EXECUTION CONFIRMATION 	68










PARTIES: 

This Agreement is made between the Parties listed in Schedule
1. 

WHEREAS 

	A. 	
      Each of the Parties is a party to certain of the
      Transaction Documents.

	 	 
	B. 	
      The Parties have agreed to enter into this Agreement to
      regulate the implementation of the transactions contemplated in the
      Transaction Documents and the flow of funds under the Transaction
      Documents.

	 	 
	C. 	
      In terms of this Agreement, the Conditions must be
      satisfied by no later than the relevant dates set out in clauses 2.1, the
      Escrow Documents must be delivered by the relevant Parties to the Escrow
      Agent by no later than 26 July 2017, the relevant Parties (other than ICBC
      and Nedbank) must pay their subscription and other amounts to the Funds
      Flow Bank by no later than 28 July 2017, ICBC must pay the Cash Portion
      New ICBC Loan to the Funds Flow Bank by no later than 31 July 2017,
      Nedbank must pay an amount equal to the SPV3 Loan to the Funds Flow Bank
      by no later than 31 July 2017, the First Pre- Closing Meeting is to be
      held on 27 July 2017, the Second Pre-Closing Meeting is to be held on 31
      July 2017, and Closing is to commence on the Implementation
  Date.



IT IS AGREED AS FOLLOWS: 

	1. 	
      DEFINITIONS AND
INTERPRETATION




	1.1 	
      Definitions

	 	 
		
      For the purposes of this Agreement and the preamble
      above, unless the context requires otherwise:




	1.1.1 	
      3C Residual Shares means the 641 shares in the
      issued share capital of Cell C beneficially held by 3C on the Signature
      Date;

	 	 
	1.1.2 	
      3C SPV1 Shares means all of the shares in the
      issued share capital of SPV1 beneficially held by 3C;

	 	 
	1.1.3 	
      3C SPV2 Shares means all of the shares in the
      issued share capital of SPV2 beneficially held by 3C;

	 	 
	1.1.4 	
      3C SPV3 Shares means all of the shares in the
      issued share capital of SPV3 beneficially held by 3C;

	 	 
	1.1.5 	
      3C (SPV1) Pledge and Cession in Security means the
      pledge and cession in security agreement dated on or about the Signature
      Date in terms of which 3C pledges the 3C SPV1 Shares in favour of TMF (in
      its capacity as creditor in respect of the Parallel Obligations (as
      defined in that agreement);

	 	 
	1.1.6 	
      3C (SPV2) Pledge and Cession in Security means the
      pledge and cession in security agreement dated on or about the Signature
      Date in terms of which 3C pledges the 3C SPV2 Shares in favour of ICBC (in
      its capacity as creditor in respect of the Parallel Obligations (as
      defined in that agreement);

	 	 
	1.1.7 	
      3C (SPV3) Pledge and Cession in Security means the
      pledge and cession in security agreement dated on or about the Signature
      Date in terms of which 3C pledges the 3C SPV3 Shares in favour of
      Nedbank;

	 	 
	1.1.8 	
      Affiliate means, in relation to any person, a
      subsidiary of that person or a holding company of that person or any other
      subsidiary of that holding company;

	 	 
	1.1.9 	
      Agreement means this master implementation and
      funds flow agreement and its Schedules;



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Master Implementation and Funds Flow Agreement 





	1.1.10 	
      Amendment and Restatement Agreement means the
      amendment and restatement agreement dated on or about the Signature Date
      between, inter alia, Cell C, the Subsidiaries and the Security SPV
      amending certain Original Documents (as defined in that
  agreement);

	 	 
	1.1.11 	
      Arrangement means the arrangement in terms of
      section 155 of the Companies Act proposed by Cell C and approved by the
      Existing Bondholders;

	 	 
	1.1.12 	
      Average Trade Rate means the average of the spot
      rates for exchange between: ZAR and USD; and ZAR and EUR (as the case may
      be), obtained by the Nedbank in trading, on behalf of Cell C, equal
      amounts of ZAR for USD, and equal amounts of ZAR for EUR (as the case may
      be) through a process agreed to between Cell C, CDB and ICBC;

	 	 
	1.1.13  	
      Bank Accounts
means: 




	1.1.13.1 	
      the BLT Bank Account;

	 	 
	1.1.13.2 	
      the CDB Bank Account;

	 	 
	1.1.13.3 	
      the DBSA Bank Account;

	 	 
	1.1.13.4 	
      the Existing Paying Agent Bank Account;

	 	 
	1.1.13.5 	
      the ICBC Bank Account;

	 	 
	1.1.13.6 	
      the Net1 Bank Account;

	 	 
	1.1.13.7 	
      OTL Bank Account;

	 	 
	1.1.13.8 	
      OTSA Bank Account; and

	 	 
	1.1.13.9 	
      the SPV2 DSRA Bank Accounts,



in each case as set out in Schedule 3;


	1.1.14 	
      BLT EGM CP means the Transaction Documents
      Condition set out in clause 3.1.3 of the Equity Implementation
      Agreement;

	 	 
	1.1.15 	
      BLT EGM CP Satisfaction Letter means the letter to
      be delivered by the BLT Designated Representative to the Escrow Agent and
      Cell C in terms of clause 3.4 confirming that the BLT EGM CP has been
      fulfilled in terms of the Equity Implementation Agreement;

	 	 
	1.1.16 	
      BLT Subscription Agreement means the subscription
      agreement between Cell C and BLT pertaining to the subscription by BLT for
      the BLT Subscription Shares dated on or about the 19 June 2017;

	 	 
	1.1.17 	
      BLT Subscription Price means the BLT Subscription
      Price as defined in the BLT Subscription Agreement;

	 	 
	1.1.18 	
      BLT Subscription Shares means the BLT Subscription
      Shares as defined in the BLT Subscription Agreement;

	 	 
	1.1.19 	
      Bondholder Documents
means:




	1.1.19.1 	
      in respect of the Cell C
Bonds:




	1.1.19.1.1 	
      the Cell C Bonds Trust Deed;

	 	 
	1.1.19.1.2 	
      the Cell C Bonds Paying Agency
  Agreement;



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Master Implementation and Funds Flow Agreement 





	1.1.19.2 	
      in respect of the SPV1 Bonds:




	1.1.19.2.1 	
      the SPV1 Bonds Trust Deed; and

	 	 
	1.1.19.2.2 	
      the SPV1 Bonds Paying Agency
Agreement;




	1.1.20 	
      Bondholder Interest Payment Amount means the
      Interest Payment Amount as defined in the Bondholder Repayment and
      Interest Payment Agreement;

	 	 
	1.1.21 	
      Bondholder Repayment Amount means the Repayment
      Amount as defined in the Bondholder Repayment and Interest Payment
      Agreement;

	 	 
	1.1.22 	
      Bondholder Repayment and Interest Payment Agreement
      means the repayment and interest payment agreement between Cell C, the
      Existing Paying Agent and SPV1 dated on or about the Signature
  Date;

	 	 
	1.1.23 	
      BONY Side Letter means the letter between BONY and
      Cell C in the form agreed as between BONY and Cell C;

	 	 
	1.1.24 	
      Business Day means any day (other than a Saturday
      or Sunday) on which the banks are open for general business in
      Johannesburg, London, Hong Kong, New York and Beijing;

	 	 
	1.1.25 	
      Buyback Price means ZAR17,095.47;

	 	 
	1.1.26 	
      Buyback Resolutions means the board resolutions of
      each of Cell C and 3C setting out the terms of the acquisition by Cell C
      from 3C of the 3C Residual Shares;

	 	 
	1.1.27 	
      Cash Portion New ICBC Loan means ZAR953,948,967.99
      (being a portion of the New ICBC Loan);

	 	 
	1.1.28 	
      CDB Documents means:




	1.1.28.1 	
      the CDB Facility Agreement; and

	 	 
	1.1.28.2 	
      any other Finance Document (as defined in the CDB
      Facility Agreement);




	1.1.29 	
      CDB Existing Debt means the amounts owing by Cell
      C to CDB under the Original CDB Finance Documents;

	 	 
	1.1.30 	
      CDB Facility Agreement means the amendment,
      restatement, termination and accession agreement relating to a facility
      agreement between Cell C as borrower, Cell C SP, Cell C Tower and Cell C
      Property as original subsidiary guarantors and China Development Bank as
      arranger, original lender and facility agent dated on or about the
      Signature Date;

	 	 
	1.1.31 	
      CDB Interest Payment Amounts means the CDB
      Interest Payment Amounts as defined in the SPV2 Repayment and Interest
      Payment Agreement and as set out in the CDB Payment Notices;

	 	 
	1.1.32 	
      CDB Payment Notices means the pack of payment,
      prepayment, fee payment and other notices in respect of the Original CDB
      Finance Documents as agreed between CDB and Cell C;

	 	 
	1.1.33 	
      CDB Repayment Amount means the CDB Repayment
      Amount as defined in the SPV2 Repayment and Interest Payment Agreement and
      as set out in more detail in the CDB Payment Notices;

	 	 
	1.1.34 	
      CDB SPV2 Fee means the fee payable to CDB in terms
      of the SPV2 Fee Letter;

	 	 
	1.1.35 	
      Cell C Bonds means the USD denominated 8.625%
      First Priority Senior Secured Notes due 2020 of Cell C issued pursuant to
      the Arrangement and in accordance with the relevant Bondholder Documents
      on or about the Implementation Date;



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Master Implementation and Funds Flow Agreement 





	1.1.36 	
      Cell C Bonds Trust Deed means the trust deed
      between Cell C and BoNY in respect of the Cell C Bonds dated on or about
      the Implementation Date;

	 	 
	1.1.37 	
      Cell C MOI means the memorandum of incorporation
      of Cell C to be adopted on or prior to the Implementation Date, a copy of
      which is attached to the Shareholders Agreement;

	 	 
	1.1.38 	
      Cell C/CDB Letter of Direction means the letter of
      direction from Cell C to CDB dated on or about the Signature
  Date;

	 	 
	1.1.39 	
      Cell C/ICBC Letter of Direction means the letter
      of direction from Cell C to ICBC dated on or about the Signature
    Date;

	 	 
	1.1.40 	
      Cell C Registered Global Bond means the registered
      global bond representing the Cell C Bonds;

	 	 
	1.1.41 	
      Cell C Bonds Paying Agency Agreement means paying
      agency agreement between Cell C and BoNY, the Principal Paying Agent and
      Registrar dated on or about the Implementation Date;

	 	 
	1.1.42 	
      Cell C Service Provider Loan means a loan in the
      sum of ZAR2,500,000,000 made available by Cell C to Cell C SP pursuant to
      clause 9.3.4.3 on such terms as Cell C and Cell C SP may agree;

	 	 
	1.1.43 	
      Cession and Pledge in Security Agreement means the
      cession and pledge in security agreement dated 26 March 2013 between Cell
      C as pledgor and the Security SPV as pledgee in respect of the pledge by
      Cell C of all of the issued and paid up shares of each of the Subsidiaries
      and the cession of its rights and interests to such shares to the Security
      SPV, as amended and restated in accordance with the Amendment and
      Restatement Agreement effective from the Implementation Date;

	 	 
	1.1.44 	
      Cession in Security Agreements means,
      collectively:




	1.1.44.1 	
      the cession in security agreement dated 26 March 2013
      between Cell C (as cedent) and the Security SPV (as cessionary) in respect
      of the cession by Cell C of all of its rights and interests to, inter
      alia, certain licences, certain commercial agreements and other Ceded
      Rights (as defined in that agreement) to the Security SPV;

	 	 
	1.1.44.2 	
      the cession in security agreement dated 26 March 2013
      between Cell C Property (as cedent) and the Security SPV (as cessionary)
      in respect of the cession by Cell C Property of all of its rights and
      interests to, inter alia, certain Ceded Rights (as defined in that
      agreement) to the Security SPV;

	 	 
	1.1.44.3 	
      the cession in security agreement dated 26 March 2013
      between Cell C SP (as cedent) and the Security SPV (as cessionary) in
      respect of the cession by Cell C SP of all of its rights and interests to,
      inter alia, certain Ceded Rights (as defined in that agreement) to the
      Security SPV; and

	 	 
	1.1.44.4 	
      the cession in security agreement dated 26 March 2013
      between Cell C Tower (as cedent) and the Security SPV (as cessionary) in
      respect of the cession by Cell C Tower of all of its rights and interests
      to, inter alia, certain Ceded Rights (as defined in that agreement) to the
      Security SPV,



in each instance, as amended and
restated in accordance with the Amendment and Restatement Agreement effective
from the Implementation Date; 

	1.1.45 	
      Closing means completion of all the matters
      envisaged in clause 9;

	 	 
	1.1.46 	
      Closing Date means the Implementation
  Date;

	 	 
	1.1.47 	
      Companies Act means the Companies Act 71 of 2008,
      as amended;



- 5 - 

Master Implementation and Funds Flow Agreement 





	1.1.48 	
      Conditions means the conditions precedent set out
      in clause 2.1;

	 	 
	1.1.49 	
      Counter-Indemnity Agreement means the
      counter-indemnity agreement dated 26 March 2013 between Cell C, the
      Subsidiaries and the Security SPV, as amended and restated in accordance
      with the Amendment and Restatement Agreement effective from the
      Implementation Date;

	 	 
	1.1.50 	
      CP Satisfaction Letter means the letter to be
      delivered to the Escrow Agent and Cell C in terms of clause 3.3 confirming
      that the relevant Transaction Documents Conditions (other than the BLT EGM
      CP, as applicable) referred to in such letter have been fulfilled or
      waived in terms of the relevant Transaction Documents, in substantially
      the form set out in Schedule 11;

	 	 
	1.1.51 	
      Creditors means collectively, the Existing
      Bondholders, CDB, ICBC, Nedbank and DBSA;

	 	 
	1.1.52 	
      DBSA Amended and Restated Loan Agreement means the
      amended and restated loan agreement between Cell C and DBSA dated on or
      about the Signature Date;

	 	 
	1.1.53 	
      DBSA Cash Settlement Amount means the Cash
      Settlement Amount as defined in the DBSA Amended and Restated Loan
      Agreement;

	 	 
	1.1.54 	
      DBSA Documents means:




	1.1.54.1 	
      the DBSA Amended and Restated Loan Agreement;
  and

	 	 
	1.1.54.2 	
      any other Finance Document (as defined in the DBSA
      Amended and Restated Loan Agreement);




	1.1.55 	
      DBSA Interest Payment Amount means the Interest
      Payment Amount as defined in the DBSA Amended and Restated Loan
      Agreement;

	 	 
	1.1.56 	
      Default means a default and/or event of default
      howsoever defined in each of the Original Finance Documents, the New
      Finance Documents, the SPV2 Facilities Agreement and/or the SPV3 Facility
      Agreement;

	 	 
	1.1.57 	
      Designated Representative means the designated
      representative of each Party set out in Schedule 4;

	 	 
	1.1.58 	
      Equity Documents
means:




	1.1.58.1 	
      the 3C Buyback Agreement;

	 	 
	1.1.58.2 	
      the BLT Subscription Agreement;

	 	 
	1.1.58.3 	
      the Cell C MOI;

	 	 
	1.1.58.4 	
      the Equity Implementation Agreement;

	 	 
	1.1.58.5 	
      the M5 Subscription Agreement;

	 	 
	1.1.58.6 	
      the MS15 Subscription Agreement;

	 	 
	1.1.58.7 	
      the Net1 Subscription Agreement;

	 	 
	1.1.58.8 	
      the Shareholders Agreement; and

	 	 
	1.1.58.9 	
      the SPV Subscription Agreements;



- 6 - 

Master Implementation and Funds Flow Agreement 





	1.1.59 	
      Equity Implementation Agreement means the equity
      implementation agreement between Cell C, 3C, BLT, Net1, M5, MS15, SPV1,
      SPV2, and SPV3 dated on or about 19 June 2017, pertaining to the
      implementation of the Equity Restructuring;

	 	 
	1.1.60 	
      Equity Restructuring means the equity
      restructuring of Cell C as detailed in the Equity Documents resulting in
      the Post-Recapitalisation Group Structure, and which is to be implemented
      in accordance with the terms of this Agreement;

	 	 
	1.1.61 	
      Escrow Documents means each document or instrument
      which a Party is obliged to deliver for the purposes of completion or
      implementation of each Transaction Step to which that Party is a party,
      including (for the avoidance of doubt) in terms of each Transaction
      Document to which that Party is a party;

	 	 
	1.1.62 	
      Existing Bondholders means the beneficial holders
      of the Existing Bonds;

	 	 
	1.1.63 	
      Existing Bondholder Distribution Instruction means
      the irrevocable distribution instruction provided by Cell C to the Funds
      Flow Bank setting out the details for the payment of the Bondholder
      Repayment Amount and the Bondholder Interest Payment Amount to the account
      of the Existing Paying Agent specified therein;

	 	 
	1.1.64 	
      Existing Bonds means the EUR400,000,000 8.625%
      first priority senior secured notes due 2018 issued by Cell C under the
      Existing Bond Documents;

	 	 
	1.1.65 	
      Existing Bond Documents means the indenture, dated
      as of July 13, 2005, as amended and/or supplemented from time to time in
      terms of which the Existing Bonds were issued to the Existing
      Bondholders;

	 	 
	1.1.66 	
      Existing Paying Agent means The Bank of New York
      Mellon, in its capacity as paying agent under the Existing Bond
      Documents;

	 	 
	1.1.67 	
      Failure Date as defined in clause 2.3;

	 	 
	1.1.68 	
      First Pre-Closing Meeting means the meeting
      referred to in clause 6.1;

	 	 
	1.1.69 	
      Funds Flow Bank Accounts
means:




	1.1.69.1 	
      the BLT Funds Flow Bank Account;

	 	 
	1.1.69.2 	
      the Cell C Funds Flow Bank Account;

	 	 
	1.1.69.3 	
      the Cell C SP Funds Flow Bank Account;

	 	 
	1.1.69.4 	
      the Net1 Funds Flow Bank Account; and

	 	 
	1.1.69.5 	
      the SPV3 Funds Flow Bank Account,



in each case as set out in Schedule 3;


	1.1.70 	
      Funds Flow Bank Fee Letter means the fee letter
      from the Funds Flow Bank to Cell C dated on or about the Signature
      Date;

	 	 
	1.1.71 	
      Funds Flow Bank Payments Schedule means Schedule
      12, which sets out all payments required to be made by the Funds Flow Bank
      on the Implementation Date in terms of clause 9;

	 	 
	1.1.72 	
      General Notarial Bonds means,
  collectively:




	1.1.72.1 	
      the general notarial bond registered by Cell C in favour
      of the Security SPV under number BN14720/2013;



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Master Implementation and Funds Flow Agreement 





	1.1.72.2 	
      the general notarial bond registered by Cell C SP in
      favour of the Security SPV under number BN97250/2005;

	 	 
	1.1.72.3 	
      the general notarial bond registered by Cell C Property
      in favour of the Security SPV under number BN97249/2005; and

	 	 
	1.1.72.4 	
      the general notarial bond registered by Cell C Tower in
      favour of the Security SPV under number
BN39291/2010;




	1.1.73 	
      ICBC Documents means:




	1.1.73.1 	
      the ICBC Facility Agreement; and

	 	 
	1.1.73.2 	
      any other Finance Document (as defined in the ICBC
      Facility Agreement);




	1.1.74 	
      ICBC Existing Debt means amounts owing by Cell C
      to ICBC under the Original ICBC Finance Documents;

	 	 
	1.1.75 	
      ICBC Facility Agreement means the facility
      agreement between Cell C as borrower, Cell C SP, Cell C Tower and Cell C
      Property as original subsidiary guarantors and Industrial and Commercial
      Bank of China Limited as arranger, original lender and facility agent
      dated on or about the Signature Date;

	 	 
	1.1.76 	
      ICBC Interest Payment Amounts means the ICBC
      Interest Payment Amounts as defined in the SPV2 Repayment and Interest
      Payment Agreement and as set out in more detail in the ICBC Payment
      Notices;

	 	 
	1.1.77 	
      ICBC Payment Notices means the pack of payment,
      prepayment, fee payment and other notices in respect of the Original ICBC
      Finance Documents as agreed between ICBC and Cell C;

	 	 
	1.1.78 	
      ICBC Repayment Amount means the ICBC Repayment
      Amount as defined in the SPV2 Repayment and Interest Payment Agreement and
      as set out in more detail in the ICBC Payment Notices;

	 	 
	1.1.79 	
      ICBC SPV2 Fee means the fee payable to CDB in
      terms of the SPV2 Fee Letter;

	 	 
	1.1.80 	
      Implementation Date means 1 August 2017;

	 	 
	1.1.81 	
      Intercreditor Agreement means the intercreditor
      agreement dated on or about March 2013, as amended and restated in
      accordance with an amendment and restatement agreement in respect of the
      Intercreditor Agreement effective from the Implementation Date, between,
      inter alia, Cell C, CDB, ICBC, DBSA, Nedbank and the Bank of New York
      Mellon;

	 	 
	1.1.82 	
      Liquidity Undertaking Agreement means the
      liquidity undertaking agreement between Blue Label Telecoms Limited, BLT,
      SPV2, CDB and ICBC pertaining to the liquidity support to be provided to
      SPV2 dated on or about the Signature Date;

	 	 
	1.1.83 	
      M1 Pledge and Cession in Security means the pledge
      and cession in security dated on or about the Signature Date in terms of
      which José Guilherme Vieira Dos Santos pledges the Shares (as defined in
      that agreement) in favour of ICBC (in its capacity as creditor in respect
      of the Parallel Obligations (as defined in that agreement);

	 	 
	1.1.84 	
      M5 Pledge and Cession in Security means the pledge
      and cession in security dated on or about the Signature Date in terms of
      which each of the members of M5 pledges the M5 Subscription Shares in
      favour of ICBC (in its capacity as creditor in respect of the Parallel
      Obligations (as defined in that agreement);

	 	 
	1.1.85 	
      M5 Subscription Agreement means the subscription
      agreement between Cell C and M5 pertaining to the subscription by M5 for
      the M5 Subscription Shares dated on or about 19 June
  2017;



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Master Implementation and Funds Flow Agreement 





	1.1.86 	
      M5 Subscription Price means the M5 Subscription
      Price as defined in the M5 Subscription Agreement;

	 	 
	1.1.87 	
      M5 Subscription Shares means the M5 Subscription
      Shares as defined in the M5 Subscription Agreement;

	 	 
	1.1.88 	
      MS15 Pledge and Cession in Security means the
      pledge and cession in security dated on or about the Signature Date in
      terms of which MS15 pledges the MS15 Subscription Shares in favour of ICBC
      (in its capacity as creditor in respect of the Parallel Obligations (as
      defined in that agreement);

	 	 
	1.1.89 	
      MS15 Subscription Agreement means the subscription
      agreement between Cell C and MS15 pertaining to the subscription by MS15
      for the MS15 Subscription Shares, dated on or about 19 June
2017;

	 	 
	1.1.90 	
      MS15 Subscription Price means the MS15
      Subscription Price as defined in the MS15 Subscription
Agreement;

	 	 
	1.1.91 	
      MS15 Subscription Shares means the MS15
      Subscription Shares as defined in the MS15 Subscription
  Agreement;

	 	 
	1.1.92 	
      Nedbank Documents means,
  collectively:




	1.1.92.1 	
      the term facility agreement between Cell C and Nedbank
      dated on or about the Signature Date; and

	 	 
	1.1.92.2 	
      any other Finance Document (as defined in the agreement
      referred to in clause 1.1.92.1);




	1.1.93 	
      Nedbank Existing Debt means amounts owing by Cell
      C to Nedbank under the Original Nedbank Facilities Agreement; 

	 	 
	1.1.94 	
      Nedbank Interest Payment Amount as defined in the
      Nedbank Repayment and Interest Payment Agreement; 

	 	 
	1.1.95 	
      Nedbank Repayment Amount as defined in the Nedbank
      Repayment and Interest Payment Agreement; 

	 	 
	1.1.96 	
      Nedbank Repayment and Interest Payment Agreement
      means the repayment and interest payment agreement between Cell C,
      Nedbank and SPV3 dated on or about the Signature Date; 

	 	 
	1.1.97 	
      Nedbank Suspense Account means the Nedbank
      Suspense Account as set out in Schedule 3; 

	 	 
	1.1.98 	
      Net1 Subscription Agreement means the subscription
      agreement between Cell C and Net1 pertaining to the subscription by Net1
      for the Net1 Subscription Shares, dated on or about 19 June 2017;
  

	 	 
	1.1.99 	
      Net1 Subscription Price means the Net1
      Subscription Price as defined in the Net1 Subscription Agreement;
  

	 	 
	1.1.100 	
      Net1 Subscription Shares means the Net1
      Subscription Shares as defined in the Net1 Subscription Agreement;
  

	 	 
	1.1.101 	
      New ICBC Loan means the loan made available to
      Cell C by ICBC under and in terms of the ICBC Documents; 

	 	 
	1.1.102 	
      New Nedbank Loan means the loan made available by
      Nedbank to Cell C under and in terms of the Nedbank Documents; 

	 	 
	1.1.103 	
      New Finance Documents means, collectively:
  




	1.1.103.1 	the Amendment and Restatement Agreement; 
	 	 
	1.1.103.2 	the Bondholder Documents; 
	 	 
	1.1.103.3 	the BONY Side Letter; 
	 	 
	1.1.103.4 	the CDB Documents; 


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Master Implementation and Funds Flow Agreement 





	1.1.103.5 	the Counter-Indemnity Agreement; 
	 	 
	1.1.103.6 	the DBSA Documents; 
	 	 
	1.1.103.7 	the ICBC Documents; 
	 	 
	1.1.103.8 	the Intercreditor Agreement; 
	 	 
	1.1.103.9 	the Nedbank Documents; 
	 	 
	1.1.103.10 	Repayment and Interest Payment Agreements; and
    
	 	 
	1.1.103.11 	the Security SPV Documents;




	1.1.104 	New Security Documents means,
      collectively: 



	1.1.104.1 	the Cession in Security Agreements; 
	 	 
	1.1.104.2 	the General Notarial Bonds; 
	 	 
	1.1.104.3 	the Cession and Pledge in Security Agreement;
    
	 	 
	1.1.104.4 	the Special Notarial Bond; and 
	 	 
	1.1.104.5 	the Trade Mark Security Agreement;
  



	1.1.105 	Original CDB Finance Documents means,
      collectively: 



	1.1.105.1 	
      the €240,000,000 term facility made available to Cell C
      pursuant to a facility agreement dated 24 August 2010, as amended and
      restated on 29 June 2011, 27 September 2011 and 31 December 2012, and
      entered into between Cell C as borrower and CDB as arranger, agent and
      original lender; 

	  	
      

	1.1.105.2 	
      the $360,000,000 term facility made available to Cell C
      pursuant to a facility agreement dated 29 June 2011, as amended and
      restated on 27 September 2011 and 31 December 2012, and entered into
      between Cell C as borrower and CDB as arranger, agent and original lender;
      and 

	  	
      

	1.1.105.3 	
      the $131,000,000 term facility made available to Cell C
      pursuant to a facility agreement dated 28 December 2015 and entered into
      among Cell C as borrower, its subsidiaries named therein as guarantors and
      CDB as arranger, agent and original lender; 




	1.1.106 	
      Original DBSA Facilities Agreement means the
      ZAR325,000,000 loan agreement dated 20 December 2012 between, inter alia,
      Cell C and DBSA; 

	  	
      

	1.1.107 	
      Original Finance Documents means the Original CDB
      Finance Documents, the Original ICBC Finance Documents, the Original
      Nedbank Facilities Agreement, the Original DBSA Facilities Agreement and
      all related finance documents in connection thereto; 

	  	
      

	1.1.108 	
      Original ICBC Finance Documents means,
      collectively: 




	1.1.108.1 	
      the $197,000,000 term facility made available to Cell C
      pursuant to a facility agreement dated 16 June 2014, as amended and
      restated on 10 July 2015, and entered into among Cell C as borrower, its
      subsidiaries named therein as guarantors and ICBC as arranger, agent and
      original lender; and 



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Master Implementation and Funds Flow Agreement 





	1.1.108.2 	
      the $240,000,000 term facility and the ZAR1,300,000,000
      term facility, both made available to Cell C pursuant to the facilities
      agreement dated 18 June 2015 and entered into among Cell C as borrower,
      its subsidiaries named therein as guarantors and ICBC as arranger, agent
      and original lender; 




	1.1.109 	
      Original Nedbank Facilities Agreement means the
      term and revolving credit facilities agreement dated 20 December 2012
      between Nedbank, Cell C, Cell C Property, Cell C SP and Cell C Tower as
      amended and restated by an amendment and restatement agreement dated 30
      April 2015; 




	1.1.110 	OTL Documents means:




	1.1.110.1 	the OTL Residual Value Realisation,
      Recapitalisation Support and Release Agreement; 
	 	 
	1.1.110.2 	the OTL Release Deed; 
	 	 
	1.1.110.3 	the OTSA Share Sale and Purchase Agreement;
  



	1.1.111 	OTL Release Deed means the OTL release
      deed between, inter alia, Cell C, OTL and the Creditors, dated on or about
      the Signature Date pertaining to the release of certain security; 
	 	 
	1.1.112 	OTL Residual Value Realisation,
      Recapitalisation Support and Release Agreement means the OTL residual
      value realisation, recapitalisation and release agreement between, inter
      alia, Cell C, OTL, BLT, the SPVs and the Creditors, dated on or about the
      Signature Date pertaining to the realisation of certain assets of OTL;
  
	 	 
	1.1.113 	OTL Security means the OTL Security as
      defined in the OTL Residual Value Realisation, Recapitalisation Support
      and Release Deed; 
	 	 
	1.1.114 	OTSA Share Sale and Purchase Agreement
      means the agreement between OTSAH, MS15 and OTSA pertaining to the
      sale by OTSAH to MS15 of the OTSA Shares, dated on or about the Signature
      Date; 
	 	 
	1.1.115 	OTSA Shares means 49% of the entire
      issued share capital of OTSA; 
	 	 
	1.1.116 	OTSA Shares Price means ZAR10; 
	 	 
	1.1.117 	Parties means the parties to this
      Agreement (excluding BoNY for these purposes), and Party shall be a
      reference to any one of them, as the context may require; 
	 	 
	1.1.118 	Paying Agent means the Bank of New York
      Mellon, London Branch, in its capacity as Paying Agent under the Existing
      Bond Documents; 
	 	 
	1.1.119 	Pre-Closing Step 1 as defined in clause
      5.2; 
	 	 
	1.1.120 	Pre-Closing Step 2 as defined in clause
      7.3; 
	 	 
	1.1.121 	Pre-Closing Step 3 as defined in clause
      7.5; 
	 	 
	1.1.122 	Principal Paying Agent means The Bank of
      New York Mellon, London Branch; 
	 	 
	1.1.123 	Recapitalisation Transaction means the
      transactions contemplated in the Transaction Documents; 
	 	 
	1.1.124 	Registrar means The Bank of New York
      Mellon SA/NV, Luxembourg Branch; 
	 	 
	1.1.125 	Repayment and Interest Payment Agreements
      means, collectively: 



	1.1.125.1 	the Bondholder Repayment and Interest Payment
      Agreement; 


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Master Implementation and Funds Flow Agreement 





	1.1.125.2 	the SPV2 Repayment and Interest Payment
      Agreement; and 
	 	 
	1.1.125.3 	the Nedbank Repayment and Interest Payment
      Agreement; 



	1.1.126 	
      Resale of Airtime Agreement means the resale of
      airtime agreement between Cell C SP and BLT pertaining to the resale of
      airtime stock by Cell C SP to BLT, dated on or about the Signature Date;
      

	 	 
	1.1.127 	
      Return of Airtime Agreement means the return of
      airtime agreement between, inter alia, Cell C SP and BLT pertaining to the
      return of airtime stock by BLT to Cell C SP, dated on or about the
      Signature Date; 

	 	 
	1.1.128 	
      Second Pre-Closing Meeting as defined in clause
      6.1; 

	 	 
	1.1.129 	
      Security SPV Documents means the SPV Guarantee and
      the SPV Management Agreement; 

	 	 
	1.1.130 	
      Shareholders Agreement means the shareholders
      agreement between Cell C, BLT, Net1, MS15, M5, SPV1, SPV2 and SPV3 dated
      on or about 19 June 2017; 

	 	 
	1.1.131 	
      Signature Date means the date on which this
      Agreement is signed by the Party signing last in time; 

	 	 
	1.1.132 	
      Special Notarial Bond means the special notarial
      bond dated on or about the Signature Date in terms of which Cell C grants
      a Security Interest (as defined in that bond) over its specified movable
      assets in favour of the Security SPV (for and on behalf of each Secured
      Party (as defined in that bond)) as security for its obligations under,
      amongst others, the Counter-Indemnity Agreement; 

	 	 
	1.1.133 	
      Specified Bondholder Documents means:
  




	1.1.133.1 	the Cell C Bonds Trust Deed; 
	 	 
	1.1.133.2 	the Cell C Bonds Paying Agency Agreement;

	 	 
	1.1.133.3 	the Cell C Registered Global Bond 
	 	 
	1.1.133.4 	the SPV1 Bonds Trust Deed; 
	 	 
	1.1.133.5 	the SPV1 Bonds Paying Agency Agreement; and
  
	 	 
	1.1.133.6 	the SPV1 Registered Global Bond;




	1.1.134 	Specified Pre-implementation Documents
      means: 



	1.1.134.1 	any CDB Payment Notice; 
	 	 
	1.1.134.2 	any ICBC Payment Notice; 
	 	 
	1.1.134.3 	any Utilisation Request (as defined in the ICBC
      Facility Agreement) under the ICBC Facility Agreement; and 
	 	 
	1.1.134.4 	any Utilisation Request (as defined in the
      Nedbank Facility Agreement) under the Nedbank Facility Agreement;
  



	1.1.135 	
      SPVs means collectively, SPV1, SPV2 and SPV3;
    

	  	
       

	1.1.136 	
      SPV Guarantee means the SPV Guarantee as defined
      in the Intercreditor Agreement; 

	  	
       

	1.1.137 	
      SPV Management Agreement means the management
      agreement dated on or about 27 March 2013 between the GMG Trust Company
      (SA) Proprietary Limited and the Security SPV, as amended on or about the
      Implementation Date; 



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Master Implementation and Funds Flow Agreement 





	1.1.138 	
      SPV Subscription Agreements means, collectively,
      the SPV1 Subscription Agreement, the SPV2 Subscription Agreement and the
      SPV3 Subscription Agreement; 

	  	
       

	1.1.139 	
      SPV1 Bonds means the USD denominated 8.625% Notes
      due 2022 of SPV1 issued pursuant to the Arrangement and in accordance with
      the relevant Bondholder Documents on or about the Implementation Date;
    

	  	
       

	1.1.140 	
      SPV1 Bonds Fees means any costs, fees and expenses
      related to the administration of the SPV1 Bonds incurred up to and
      including on the Implementation Date (including, but not limited to, the
      issuing and listing of the SPV1 Bonds) to be paid by Cell C on behalf of
      SPV1, as reflected in an invoice submitted by SPV1 to Cell C by no later
      than 28 July 2017; 

	  	
       

	1.1.141 	
      SPV1 Bonds Paying Agency Agreement means the
      paying agency agreement between Cell C and BoNY, the Principal Paying
      Agent and Registrar, dated on or about the Implementation Date; 

	  	
       

	1.1.142 	
      SPV1 Bonds Trust Deed means the trust deed between
      SPV1 and the BoNY, dated on or about the Implementation Date; 

	  	
       

	1.1.143 	
      SPV1 Cession in Security means the cession in
      security agreement dated on or about the Signature Date in terms of which
      SPV1 cedes the Secured Asset (as defined in that agreement) to TMF (in its
      capacity as creditor in respect of the Parallel Obligations (as defined in
      that agreement); 

	  	
       

	1.1.144 	
      SPV1 Documents means, collectively:
  




	1.1.144.1 	
      the relevant Bondholder Documents; and 

	 	
       

	1.1.144.2 	
      the SPV1 Security Documents; 




	1.1.145 	
      SPV1 Loan Assumption Amount means the SPV1
      Assumption Amount as defined in the Bondholder Repayment and Interest
      Payment Agreement; 

	  	
	1.1.146 	
      SPV1 Pledge and Cession in Security means the
      pledge and cession in security agreement dated on or about the Signature
      Date in terms of which SPV1 pledges the SPV1 Subscription Shares in favour
      of TMF (in its capacity as creditor in respect of the Parallel Obligations
      (as defined in that agreement)); 

	  	
	1.1.147 	
      SPV1 Registered Global Bond means the registered
      global bond representing the SPV1 Bonds; 

	  	
	1.1.148 	
      SPV1 Security Documents means, collectively:
    




	1.1.148.1 	
      the SPV1 Pledge and Cession in Security; 

	 	
       

	1.1.148.2 	
      the 3C (SPV1) Pledge and Cession in Security; and
  

	 	
       

	1.1.148.3 	
      the SPV1 Cession in Security;





	1.1.149 	
      SPV1 Subscription Agreement means the subscription
      agreement between Cell C and SPV1 pertaining to the subscription by SPV1
      for the SPV1 Subscription Shares, dated on or about 19 June 2017;
  

	  	
       

	1.1.150 	
      SPV1 Subscription Price means the SPV1
      Subscription Price as defined in the SPV1 Subscription Agreement;
  

	  	
       

	1.1.151 	
      SPV1 Subscription Shares means the SPV1
      Subscription Shares as defined in the SPV1 Subscription Agreement;
  

	  	
       

	1.1.152 	
      SPV2 Cession in Security means the cession in
      security agreement dated on or about the Signature Date in terms of which
      SPV2 cedes the Secured Asset (as defined in that agreement) to ICBC (in
      its capacity as creditor in respect of the Parallel Obligations (as
      defined in that agreement)); 



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Master Implementation and Funds Flow Agreement 





	1.1.153 	SPV2 Documents means, collectively:
  



	1.1.153.1 	the SPV2 Facilities Agreement; 
	 	 
	1.1.153.2 	the SPV2 Security Documents; and 
	 	 
	1.1.153.3 	the Liquidity Undertaking Agreement;
  



	1.1.154 	
      SPV2 Facilities Agreement means the facilities
      agreement dated on or about the Signature Date between, inter alia, SPV2,
      CDB as (arranger, original lender and agent) and ICBC (as arranger,
      original lender and security agent); 

	  	
       

	1.1.155 	
      SPV2 Fee Letter means any letter or letters
      entered into by reference to the relevant SPV2 Documents between CDB, ICBC
      and Cell C (as applicable) setting out the 1.25% arrangement fee pursuant
      to the SPV2 Loan; 

	  	
       

	1.1.156 	
      SPV2 Letters of Direction means the letters of
      direction from SPV2 to each of CDB and ICBC dated on or about the
      Signature Date; 

	  	
       

	1.1.157 	
      SPV2 Loan means, collectively:





	1.1.157.1 	the loan made available to SPV2 by CDB under
      and in terms of the SPV2 Facilities Agreement; and 
	 	 
	1.1.157.2 	the loan made available to SPV2 by ICBC under
      and in terms of the SPV2 Facilities Agreement; 



	1.1.158 	SPV2 Loan Assumption Amount means the
      SPV2 Loan Assumption Amount as defined in the SPV2 Repayment and Interest
      Payment Agreement; 
	  	  
	1.1.159 	SPV2 Pledge and Cession in Security
      means the pledge and cession in security agreement dated on or about
      the Signature Date in terms of which SPV2 pledges the SPV2 Subscription
      Shares in favour of ICBC in its capacity as creditor in respect of the
      Parallel Obligations (as defined in that agreement); 
	  	  
	1.1.160 	SPV2 Repayment and Interest Payment
      Agreement means the repayment and interest payment agreement between
      Cell C and SPV2 dated on or about the Signature Date; 
	  	  
	1.1.161 	SPV2 Security Documents means,
      collectively: 



	1.1.161.1 	the M1 Pledge and Cession in Security; 
	 	 
	1.1.161.2 	the M5 Pledge and Cession in Security; 
	 	 
	1.1.161.3 	the MS15 Pledge and Cession in Security; 
	 	 
	1.1.161.4 	the SPV2 Pledge and Cession in Security; 
	 	 
	1.1.161.5 	the 3C (SPV2) Pledge and Cession in Security;
      and 
	 	 
	1.1.161.6 	the SPV2 Cession in Security;




	1.1.162 	SPV2 Subscription Agreement means the
      subscription agreement between Cell C and SPV2 pertaining to the
      subscription by SPV2 for the SPV2 Subscription Shares, dated on or about
      19 June 2017; 
	 	 
	1.1.163 	SPV2 Subscription Price means the SPV2
      Subscription Price as defined in the SPV2 Subscription Agreement; 
	 	 
	1.1.164 	SPV2 Subscription Shares means the SPV2
      Subscription Shares as defined in the SPV2 Subscription Agreement;
  


- 14 - 

Master Implementation and Funds Flow Agreement 





	1.1.165 	
      SPV3 A&O Fees means the costs, expenses and
      legal fees owing to Allen & Overy (South Africa) LLP by Cell C (being
      a total amount not exceeding ZAR3,363,000 (including VAT)) in connection
      with the negotiation, drafting, preparation and implementation of the SPV3
      Documents, as reflected in an invoice submitted by Allen & Overy
      (South Africa) LLP to Cell C by no later than 28 July 2017; 

	  	
      

	1.1.166 	
      SPV3 Cession in Security means the cession in
      security agreement dated on or about the Signature Date in terms of which
      SPV3 cedes the Secured Asset (as defined in that agreement) to Nedbank;
      




	1.1.167 	SPV3 Documents means:




	1.1.167.1 	the SPV3 Facility Agreement; and 
	 	 
	1.1.167.2 	the SPV3 Security Documents;




	1.1.168 	SPV3 Facility Agreement means the term
      loan facility agreement dated on or about the Signature Date between SPV3
      and Nedbank (as facility agent, arranger and original lender); 
	 	 
	1.1.169 	SPV3 Loan means the loan made available
      to SPV3 by Nedbank under and in terms of the SPV3 Facility Agreement;
  
	 	 
	1.1.170 	SPV3 Security Documents means,
      collectively: 



	1.1.170.1 	the SPV3 Pledge and Cession in Security; 
	 	 
	1.1.170.2 	the 3C (SPV3) Pledge and Cession in Security;
      and 
	 	 
	1.1.170.3 	the SPV3 Cession in Security;




	1.1.171 	
      SPV3 Pledge and Cession in Security means the
      pledge and cession in security agreement dated on or about the Signature
      Date in terms of which SPV3 pledges the SPV3 Subscription Shares in favour
      of Nedbank; 

	 	 
	1.1.172 	
      SPV3 Subscription Agreement means the subscription
      agreement between Cell C and SPV3 pertaining to the subscription by SPV3
      for the SPV3 Subscription Shares, dated on or about 19 June 2017;
  

	 	 
	1.1.173 	
      SPV3 Subscription Price means the SPV3
      Subscription Price as defined in the SPV3 Subscription Agreement;
  

	 	 
	1.1.174 	
      SPV3 Subscription Shares as means the SPV3
      Subscription Shares as defined in the SPV3 Subscription Agreement;
  

	 	 
	1.1.175 	
      Subscribing Parties means BLT, NET1, M5, MS15 and
      each of the SPVs, and Subscribing Party means any one of them;
    

	 	 
	1.1.176 	
      Subscription Agreements means:





	1.1.176.1 	the BLT Subscription Agreement; 
	 	 
	1.1.176.2 	the Net1 Subscription Agreement; 
	 	 
	1.1.176.3 	the M5 Subscription Agreement; 
	 	 
	1.1.176.4 	the MS15 Subscription Agreement; and 
	 	 
	1.1.176.5 	the SPV Subscription Agreements;




	1.1.177 	Subscription Shares means:





	1.1.177.1 	the BLT Subscription Shares; 


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Master Implementation and Funds Flow Agreement 





	1.1.177.2 	
      the Net1 Subscription Shares; 

	 	
       

	1.1.177.3 	
      the M5 Subscription Shares; 

	 	
       

	1.1.177.4 	
      the MS15 Subscription Shares; 

	 	
       

	1.1.177.5 	
      the SPV1 Subscription Shares; 

	 	
       

	1.1.177.6 	
      the SPV2 Subscription Shares; and 

	 	
       

	1.1.177.7 	
      the SPV3 Subscription Shares;





	1.1.178 	Subsidiaries means:




	1.1.178.1 	Cell C SP; 
	 	 
	1.1.178.2 	Cell C Tower; and 
	 	 
	1.1.178.3 	Cell C Property; 



	1.1.179 	
      Trade Mark Security Agreement means the trade mark
      pledge and hypothecation agreement dated on or about the Signature Date
      between Cell C and the Security SPV; 

	  	
	1.1.180 	
      Transaction Documents means collectively:
  




	1.1.180.1 	
      the Equity Documents; 

	 	
       

	1.1.180.2 	
      the New Security Documents; 

	 	
       

	1.1.180.3 	
      the New Finance Documents; 

	 	
       

	1.1.180.4 	
      the OTL Documents; 

	 	
       

	1.1.180.5 	
      the Return of Airtime Agreement; 

	 	
       

	1.1.180.6 	
      the Resale of Airtime Agreement; 

	 	
       

	1.1.180.7 	
      the SPV1 Documents; 

	 	
       

	1.1.180.8 	
      the SPV2 Documents; and 

	 	
       

	1.1.180.9 	
      the SPV3 Documents; 




	1.1.181 	Transaction Documents Conditions means
      all of the conditions precedent and/or suspensive conditions set out in
      each of the Transaction Documents (save for any condition that this
      Agreement becomes unconditional or that Closing has taken place in
      accordance with the terms of this Agreement or that requires evidence that
      the Transaction Steps have been completed); and 
	  	  
	1.1.182 	Transaction Step as defined in clause
      8.1. 



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Master Implementation and Funds Flow Agreement 





	1.2 	
      Interpretation




	1.2.1 	
      Unless the context clearly indicates a contrary
      intention, a reference in this Agreement to:




	1.2.1.1 	
      except where stated to the contrary in this Agreement,
      this Agreement or any other agreement, document or instrument shall
      be construed as a reference to this Agreement or that other agreement,
      document or instrument as amended, varied, novated or substituted from
      time to time in accordance with this Agreement;

	 	 
	1.2.1.2 	
      a clause, sub-clause or Schedule is
      to a clause, sub-clause or Schedule to this Agreement;

	 	 
	1.2.1.3 	
      a person includes any natural person, firm,
      company, corporation, body corporate, juristic person, unincorporated
      association, government, state or agency of a state or any association,
      trust, partnership, syndicate, consortium, joint venture, charity or other
      entity (whether or not having separate legal personality);

	 	 
	1.2.1.4 	
      a holding company shall be construed in accordance
      with the Companies Act;

	 	 
	1.2.1.5 	
      a subsidiary shall be construed in accordance with
      the Companies Act;

	 	 
	1.2.1.6 	
      the singular includes the plural and vice
      versa;

	 	 
	1.2.1.7 	
      any one gender, whether masculine, feminine or neuter,
      includes the other two genders;

	 	 
	1.2.1.8 	
      a statutory provision includes any subordinate
      legislation made from time to time under that provision and a reference to
      a statutory provision includes that provision as from time to time
      modified or re-enacted as far as such modification or re-enactment
      applies, or is capable of applying, to this Agreement or any transaction
      entered into in accordance with this Agreement;

	 	 
	1.2.1.9 	
      the words including, include or in
      particular followed by specific examples shall be construed by way of
      example or emphasis only and shall not be construed, nor shall it take
      effect, as limiting the generality of any preceding words, and the
      eiusdem generis rule is not to be applied in the interpretation of
      such specific examples or general words;

	 	 
	1.2.1.10 	
      the words other or otherwise shall not be
      construed eiusdem generis with any foregoing words where a wider
      construction is possible;

	 	 
	1.2.1.11 	
      references to dollar, USD or $ are
      to the lawful currency of the United States of America;

	 	 
	1.2.1.12 	
      references to euro, EUR or € are to the
      lawful currency of each member of the European Community that at the
      relevant time has adopted the euro as its lawful currency in accordance
      with legislation of the European Community relating to Economic and
      Monetary Union;

	 	 
	1.2.1.13 	
      references to rand, ZAR or R are to
      the lawful currency of the Republic of South Africa; and

	 	 
	1.2.1.14 	
      a time of day is a reference to Johannesburg
  time.




	1.2.2 	
      Where appropriate, meanings ascribed to defined words and
      expressions in clause 1.1, shall impose substantive obligations on the
      Parties as provided for in the definition concerned.

	 	 
	1.2.3 	
      The clause headings and sub-headings in this Agreement
      have been inserted for convenience only and shall not be taken into
      account in its interpretation.

	 	 
	1.2.4 	
      Words and expressions defined in any sub-clause shall,
      for the purposes of the clause of which that sub-clause forms part, bear
      the meaning assigned to such words and expressions in that
    sub-clause.




    	1.2.5 	
      Words and expressions defined in any Schedule shall, for
      the purposes of this Agreement, bear the meaning assigned to such words
      and expressions in that Schedule.



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Master Implementation and Funds Flow Agreement 






	2. 	
      CONDITIONS




	2.1 	
      Save for clauses 1 to 7 (both inclusive) and clauses 11
      to 15 (both inclusive), all of which will become effective immediately on
      the Signature Date, this Agreement is subject to the fulfilment of the
      conditions precedent that:




	2.1.1 	
      the Designated Representative of each Party (or in the
      case of CDB and ICBC their legal advisers White & Case, or in the case
      of the Bondholders the Designated Representative of Cell C) has confirmed
      to the Escrow Agent and Cell C in writing in the form set out in Schedule
      13 that all of the Transaction Documents to which that Party is a party
      have been executed by that Party by no later than 25 July 2017 (provided
      that such confirmation in respect of the Specified Bondholder Documents
      shall be to the effect that the Specified Bondholder Documents have been
      signed but left undated and save for the authentication by BoNY of each of
      the Cell C Registered Global Bond and the SPV1 Registered Global Bond
      which are envisaged to be executed in accordance with clauses
      9.7.1-9.7.4);




	2.1.2 	
      by no later than 25 July 2017 each of the CP Satisfaction
      Letters have been delivered to the Escrow Agent and Cell C pursuant to
      clause 3.3; and

	 	 
	2.1.3 	
      by no later than 26 July 2017 the BLT EGM CP Satisfaction
      Letter has been delivered to the Escrow Agent and Cell C pursuant to
      clause 3.4.




	2.2 	
      The Conditions are not capable of being waived.

	 	 
	2.3 	
      Unless the Conditions have been fulfilled by not later
      than the relevant dates set out in clause 2.1 (each date, a Failure
      Date):




	2.3.1 	
      the provisions of this Agreement, save for clause 1, this
      clause 2.3 and clauses 13 to 15 (both inclusive), which will remain of
      full force and effect, will be deemed never to have become of any force or
      effect and this Agreement shall terminate, the status quo ante will be
      restored as near as may be and none of the Parties will have any claim
      against the others in terms of this Agreement, provided that no such
      termination shall relieve any Party from liability (including any
      liability for damages) for any breach of this Agreement prior to
      termination hereof; and

	 	 
	2.3.2 	
      the Funds Flow Bank shall, within 5 (five) Business Days
      after the relevant Failure Date return the amount deposited into each of
      the relevant Funds Flow Bank Accounts in terms of clause 7.1 to the
      relevant Bank Account of the depositor.




	2.4 	
      In the event that the Conditions are fulfilled on or
      prior to the relevant Failure Dates but Closing does not commence on the
      Implementation Date for any reason:




	2.4.1 	
      the Escrow Agent shall, within 5 (five) Business Days
      after the Implementation Date return to the relevant Party any Escrow
      Documents delivered to the Escrow Agent by that Party in terms of clause
      5.2;

	 	 
	2.4.2 	
      the Funds Flow Bank shall, within 5 (five) Business Days
      after the Implementation Date return the amount deposited into each of the
      relevant Funds Flow Bank Accounts in terms of clause 7.1 to the relevant
      Bank Account of the depositor; and

	 	 
	2.4.3 	
      the status quo ante will be restored as near as may
      be,



and none of the Parties will have any
claim against the others in terms of this Agreement, provided that nothing in
this clause 2.4 shall relieve any Party from liability (including any liability
for damages) for any breach of this Agreement prior to the Implementation Date.


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Master Implementation and Funds Flow Agreement 





	2.5 	
      The Parties shall use their reasonable endeavours,
      co-operate with each other and provide all such assistance as may be
      reasonably required of each other to bring about the fulfilment of the
      Conditions and the Parties shall further comply with their respective
      obligations under clauses 3 to 9 (both
inclusive).




	3. 	
      APPOINTMENT OF DESIGNATED REPRESENTATIVES/CP
      SATISFACTION LETTERS




	3.1 	
      Each Party (other than the Bondholders, the Escrow Agent
      and the Funds Flow Bank) hereby appoints its Designated Representative as
      contemplated in the corresponding column in Schedule 4 to act as its agent
      under and in connection with this Agreement, excluding in relation to the
      execution of this Agreement.

	 	 
	3.2 	
      Each Party (other than the Bondholders, the Escrow Agent
      and the Funds Flow Bank) has authorised its relevant Designated
      Representative to:




	3.2.1 	
      confirm in writing the completion of any Transaction Step
      in clause 9 that is required to be completed by that Party; and

	 	 
	3.2.2 	
      receive notification of any Transaction Step in clause 9
      from other Designated Representatives and the Funds Flow
  Bank,



and in each case that Party shall be
bound as though that Party had itself given or received such confirmation or
notification. 

	3.3 	
      Each of the Parties shall procure that its Designated
      Representative or its advisers (or in the case of the Bondholders, the
      Designated Representative of Cell C) delivers to the Escrow Agent and to
      Cell C its CP Satisfaction Letter immediately upon fulfilment or waiver in
      terms of the relevant Transaction Documents of the relevant Transaction
      Documents Conditions (save that, for the avoidance of doubt, in the case
      of BLT the fulfilment of the BLT EGM CP is addressed in terms of clause
      3.4) and the Escrow Agent shall promptly notify the other Parties in
      writing when all of the CP Satisfaction Letters have been delivered to the
      Escrow Agent.

	 	 
	3.4 	
      BLT shall procure that its Designated Representative
      delivers to the Escrow Agent its BLT EGM CP Satisfaction Letter
      immediately upon fulfilment of the BLT EGM CP and the Escrow Agent shall
      promptly notify the other Parties in writing when the BLT EGM CP
      Satisfaction Letter has been delivered to the Escrow Agent.

	 	 
	3.5 	
      Each of the Parties shall procure, upon entry into of all
      such documents, that its Designated Representative (or its advisers)
      deliver to the Escrow Agent and Cell C written confirmation that all of
      the Transaction Documents to which that Party is a party have been entered
      into by that Party, and the Escrow Agent shall promptly notify the other
      Parties in writing when all such confirmations have been delivered to the
      Escrow Agent.




	4. 	
      APPOINTMENT OF FUNDS FLOW
BANK




	4.1 	
      The Parties hereby appoint the Funds Flow Bank for the
      purposes of administration of the Funds Flow Bank Accounts and the Bank
      Accounts and the coordination of any transactions between the relevant
      Funds Flow Bank Accounts and/or the relevant Bank Accounts (as the case
      may be) in accordance with the terms of this Agreement. The Funds Flow
      Bank hereby accepts such appointment on the terms set out in this
      Agreement.

	 	 
	4.2 	
      The Funds Flow Bank may appoint (with the prior written
      approval of Cell C, which shall not unreasonably be withheld or delayed)
      any other advisers reasonably required for the purposes of performance of
      its obligations under this Agreement, provided that the Funds Flow Bank
      shall be liable for any act or omission of such adviser as if such act or
      omission (as applicable) was performed or not by the Funds Flow
    Bank.



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Master Implementation and Funds Flow Agreement 





	4.3 	
      Nothing in this Agreement or any Transaction Document
      constitutes the Funds Flow Bank or any of its officers, employees,
      partners or agents as a trustee or fiduciary of any other Party.

	 	 
	4.4 	
      The Funds Flow Bank shall be under no greater duty of
      care, skill and diligence than that to which it is subject in the ordinary
      course of it carrying out its banking business.

	 	 
	4.5 	
      The Funds Flow Bank shall not deal with any Funds Flow
      Bank Account, Bank Account and/or the Nedbank Suspense Account in any
      manner other than as provided under this Agreement or by any applicable
      law or regulation or its bank account policies or terms and
    conditions.

	 	 
	4.6 	
      Where the Funds Flow Bank is required to effect a
      transfer of funds in accordance with the terms of this Agreement, the
      Funds Flow Bank shall only be obliged to do so to the extent that
      sufficient funds are standing to the credit of the relevant Bank Account
      or Funds Flow Bank Account (as the case may be) from which such funds are
      required to be transferred.

	 	 
	4.7 	
      Each Party which is required to open a Funds Flow Bank
      Account in terms of this Agreement shall:




	4.7.1 	
      provide such documentation and other evidence as is
      reasonably requested by the Funds Flow Bank in order for the Funds Flow
      Bank to carry out and be satisfied it has complied with all necessary
      “know your customer” or similar identification procedures under
      applicable laws and regulations (including the Financial Intelligence
      Centre Act, 2001) pursuant to the transactions contemplated in this
      Agreement; and

	 	 
	4.7.2 	
      ensure that such Funds Flow Bank Account is opened and
      fully operational,



in each case by no later than 25 July
2017. 

	5. 	
      ESCROW




	5.1 	
      The Parties hereby appoint the Escrow Agent for the
      purposes of receiving and holding in escrow the Escrow Documents in
      accordance with the terms of this Agreement. The Escrow Agent hereby
      accepts such appointment on the terms set out in this Agreement.

	 	 
	5.2 	
      Each Party shall deliver its Escrow Documents to the
      Escrow Agent (together with a written confirmation from its Designated
      Representative (or in the case of CDB and ICBC, their legal advisers White
      & Case) to the Escrow Agent that it has done so in the form set out in
      Schedule 6) by no later than 26 July 2017 in order to facilitate the
      delivery by the Escrow Agent on behalf of such Party of the Escrow
      Document/s required to be delivered by such Party for the purposes of the
      implementation of each Transaction Step to which it is a party. Upon
      receipt by the Escrow Agent of all of the written confirmations from each
      of the Parties in accordance with this clause 5.2, the Escrow Agent shall
      notify each of the other Parties of such receipt in writing in the form
      set out in Schedule 7 and such notification shall comprise the completion
      of Pre-Closing Step 1.

	 	 
	5.3 	
      The Escrow Agent shall hold each Escrow Document
      delivered to it by a Party in terms of clause 5.2 in safe custody for and
      on behalf of that Party and shall (save in respect of the Specified
      Pre-implementation Documents which, in accordance with their terms, are to
      be released after such delivery but prior to the Implementation Date, and
      the Escrow Agent shall so release the Specified Pre-Implementation
      Documents):




	5.3.1 	
      on the Implementation Date, at the commencement of the
      relevant Transaction Step, release and deliver on behalf of that Party
      each Escrow Document which was delivered by that Party to the Escrow Agent
      in terms of clause 5.2, for the purposes of the implementation of such
      relevant Transaction Step; or



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Master Implementation and Funds Flow Agreement 





	5.3.2 	
      in circumstances where Pre-Closing Step 1 has not been
      completed under clause 5.2, Pre-Closing Step 2 has not been completed
      under clause 7.3 and/or Pre-Closing Step 3 has not been completed under
      clause 7.5, tender the release to the relevant Party of each Escrow
      Document which that Party delivered to the Escrow Agent in terms of clause
      5.2.




	5.4 	
      The Parties agree that the Escrow Agent shall bear no
      responsibility or liability to the Parties or any other person in relation
      to this clause 5 (save to the extent that may result from any gross
      negligence, wilful default or fraud, to which extent this clause 5.4 shall
      not apply and the Escrow Agent's liability shall be limited to the amount
      recovered by it under its professional indemnity insurance policy) and
      that:




	5.4.1 	
      each of the Parties hereby waives any claim it may
      otherwise have had against the Escrow Agent in connection with this clause
      5;

	 	 
	5.4.2 	
      each of the Parties (other than the Nedbank, the Funds
      Flow Bank, CDB, ICBC, DBSA, the Bondholders and BoNY), acting separately
      and individually and only in respect of its own breaches under this
      Agreement, and Cell C, hereby indemnify and hold the Escrow Agent harmless
      from and against all actual or contingent losses, liabilities, damages,
      costs (including legal costs on the scale as between attorney and own
      client and any additional legal costs) and expenses of any nature
      whatsoever which the Escrow Agent may suffer or incur at any time as a
      result of or in connection with clause 5.3 (but subject to the provisions
      of clause 5.4); and

	 	 
	5.4.3 	
      the Escrow Agent shall:




	5.4.3.1 	
      be entitled to rely in good faith on any document
      purporting to be an Escrow Document or any other document delivered to it
      in terms of or pursuant to this clause 5;

	 	 
	5.4.3.2 	
      not be under any obligation to examine, enquire into or
      check the correctness, accuracy, completeness or authenticity of any
      Escrow Document delivered to it pursuant to this clause 5; and

	 	 
	5.4.3.3 	
      in relation to each Party, be deemed to have accepted the
      rights and obligations in clause 5.3 and this clause 5.4, upon acceptance
      of delivery of any Escrow Document delivered to it by such
  Party.




	6. 	
      PRE-CLOSING MEETINGS




	6.1 	
      The Parties agree that they, and shall procure that their
      respective financial and legal advisers (if any), shall meet at 10h00, or
      such other time as may be agreed by the Parties, on 27 July 2017 (First
      Pre-Closing Meeting) and again at 10h00, or such other time as may be
      agreed by the Parties, on 31 July 2017 (Second Pre-Closing Meeting)
      at the Sandton, Johannesburg offices of Bowmans, or such other venue as
      the Parties may agree upon in writing, in order to prepare for
    Closing.

	 	 
	6.2 	
      At the First Pre-Closing Meeting and the Second
      Pre-Closing Meeting:




	6.2.1 	
      the Parties and their respective advisers (if any) shall
      be entitled to inspect any Escrow Document that has been delivered by a
      Party to the Escrow Agent; and

	 	 
	6.2.2 	
      the Parties and their respective advisers (if any) shall
      conduct a dry-run Closing as many times as may reasonably be
    required.




	7. 	
      FUNDING OF FUNDS FLOW BANK ACCOUNTS/EXISTING
      BONDHOLDER DISTRIBUTION INSTRUCTION




	7.1 	
      By no later than 28 July
2017:




	7.1.1 	
      Net1 shall deposit an amount equal to the Net1
      Subscription Price into the Net1 Funds Flow Bank
Account;



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Master Implementation and Funds Flow Agreement 





	7.1.2 	
      M5 shall deposit an amount equal to the M5 Subscription
      Price into the Cell C Funds Flow Bank Account;

	 	 
	7.1.3 	
      MS15 shall deposit an amount equal to the aggregate of
      the MS15 Subscription Price and the OTSA Shares Price into the Cell C
      Funds Flow Bank Account;

	 	 
	7.1.4 	
      BLT shall deposit ZAR3,000,000,000 of the BLT
      Subscription Price into the BLT Funds Flow Bank
Account,



in each case to be held by the Funds
Flow Bank in accordance with the terms of this Agreement. 

	7.2 	
      By no later than 28 July 2017, Cell C shall deliver to
      the Funds Flow Bank a copy of the Existing Bondholder Distribution
      Instruction.

	 	 
	7.3 	
      Upon:




	7.3.1 	
      the deposit of all of the abovementioned amounts into the
      relevant Funds Flow Bank Accounts as referred to in clause 7.1, the Funds
      Flow Bank shall notify each of the other Parties of such deposit in
      writing in the form set out in Schedule 8; and

	 	 
	7.3.2 	
      the receipt by the Funds Flow Bank of a copy of the
      Existing Bondholder Distribution Instruction referred to in clause 7.2,
      the Funds Flow Bank shall notify each of the other Parties in writing of
      receipt of such instruction in the form set out in Schedule
  8,



and such notifications together shall
comprise the completion of Pre-Closing Step 2. 

	7.4 	
      By no later than 31 July
2017:




	7.4.1 	
      Nedbank shall deposit an amount equal to the SPV3 Loan
      into the Nedbank Suspense Account to be held by the Funds Flow Bank in
      accordance with the terms of this Agreement (and for these purposes
      Nedbank shall, by no later than 12h00 on 31 July 2017 provide Cell C with
      written confirmation that it has made such deposit);

	 	 
	7.4.2 	
      ICBC shall deposit an amount equal to the Cash Portion
      New ICBC Loan into the Nedbank Suspense Account to be held by the Funds
      Flow Bank in accordance with the terms of this Agreement (and for these
      purposes ICBC shall, by no later than 12h00 on 31 July 2017, provide the
      Funds Flow Bank and Cell C with written confirmation from The Standard
      Bank of South Africa Limited that it has made such payment on behalf of
      ICBC by electronic transfer of funds for value received on 31 July 2017);
      and




	7.4.3 	
      Cell C shall pay to the Funds Flow Bank the fee referred
      to in the Funds Flow Bank Fee Letter.




	7.5 	
      Upon the deposit of the amounts referred to in clause 7.4
      into the Nedbank Suspense Account by Nedbank and ICBC, the Funds Flow Bank
      shall notify each of the other Parties of such deposit in writing in the
      form set out in Schedule 9 and such notification shall comprise the
      completion of Pre-Closing Step 3.




	8. 	
      FLOW OF FUNDS AND TRANSACTION
  STEPS




	8.1 	
      Each step in clause 9 comprises a transaction step (each
      a Transaction Step) that is required to be completed to ensure that
      the transactions contemplated in the Transaction Documents are implemented
      in accordance with their terms, as read with this Agreement.

	 	 
	8.2 	
      The implementation of the transactions contemplated in
      the Transaction Documents will occur strictly in accordance with the
      sequence of the Transaction Steps set out in clause 9, provided that
      Transaction Step One shall only occur if Pre- Closing Step 1, Pre-Closing
      Step 2 and Pre-Closing Step 3 have been completed in accordance with this
      Agreement.



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Master Implementation and Funds Flow Agreement 




Each Transaction Step shall only occur
if the previous Transaction Step has been completed in the manner contemplated
in the relevant Transaction Document, as read with this Agreement. 

	8.3 	
      If for any reason whatsoever any Transaction Step does
      not occur by the time on the Implementation Date at which it is required
      to occur in terms of clause 9, notwithstanding anything to the contrary
      contained in this Agreement, the relevant Parties that are required to
      complete that Transaction Step shall use their reasonable commercial
      endeavours to complete the relevant Transaction Step as soon as reasonably
      possible thereafter, until all of the Transaction Steps have been
      completed.

	 	 
	8.4 	
      Each Party chooses the email address(es) set out opposite
      its name in Schedule 5 as its email address(es) to which any notice
      required to be given to such Party pursuant to clause 9 shall be given.
      Notwithstanding the provisions of clause 15, any confirmation or proof
      required to be given to or by a Party in relation to the completion of a
      Transaction Step pursuant to clause 9 shall be given to or by the relevant
      Party in writing by email to the email address(es) of the relevant
      Designated Representative(s) set out for this purpose in Schedule 4.
      Confirmation or proof shall be deemed to have been given when an email is
      sent to the relevant Party regardless of whether a confirmation of
      delivery or receipt is generated in respect of such email and no other
      acknowledgement or confirmations (whether of receipt or otherwise) shall
      be required for the completion of the relevant Transaction Step.

	 	 
	8.5 	
      Whenever a Transaction Step includes the transfer of an
      amount from any Funds Flow Bank Account, the Funds Flow Bank is hereby
      authorised, irrevocably and unconditionally, by the holder of the relevant
      Funds Flow Bank Account to:




	8.5.1 	
      effect the required transfer at the time, in the manner
      and generally in accordance with the provisions of this Agreement without
      receiving further instruction or confirmation from such account holder;
      and

	 	 
	8.5.2 	
      disclose the amount transferred to or from, or standing
      to the credit of, the relevant Funds Flow Bank Account to any other Party
      as and when required for purposes of completing any Transaction Step in
      accordance with the provisions of this Agreement and generally until such
      time as all Transaction Steps have been completed in accordance with the
      provisions of this Agreement.




	8.6 	
      Whenever the Funds Flow Bank acts under this Agreement
      (including in transferring moneys to or from any Funds Flow Bank Account
      and/or Bank Account), it does so on the instructions and at the request of
      one or more Parties and with the consent of all other Parties. Accordingly
      (and without derogating from the provisions of clause 11), the Funds Flow
      Bank shall not incur any liability to any Party relating to or arising out
      of or in connection with acts or omissions on the basis of such
      instructions, requests and/or consents (save in the case of gross
      negligence, wilful default or fraud by the Funds Flow Bank) and the Funds
      Flow Bank shall be entitled to assume that any instruction, request and
      consent given to it under or in connection with this Agreement by a
      Designated Representative has been duly authorised and validly given and
      that it may act accordingly.

	 	 
	8.7 	
      The Parties (other than the Escrow Agent and the Funds
      Flow Bank) agree that:




	8.7.1 	
      payments, repayments and disbursements made pursuant to,
      and in accordance with, the Transaction Steps shall on completion of all
      the Transaction Steps on the Implementation Date constitute proper
      discharge of the corresponding obligations described in the Transaction
      Steps; and

	 	 
	8.7.2 	
      except as specifically provided in this clause 8 or
      clause 9, no amount may, until such time as all Transaction Steps have
      been completed in accordance with the provisions of this Agreement, be
      withdrawn or transferred from any Funds Flow Bank Account by any Party
      other than the Funds Flow Bank (in accordance with the provisions of this
      Agreement), and no Party other than the Funds Flow Bank (in accordance
      with the provisions of this Agreement) shall be entitled to receive,
      withdraw, transfer or otherwise have access to any funds standing to the
      credit of any Funds Flow Bank Account.



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Master Implementation and Funds Flow Agreement 





	9. 	
      TRANSACTION STEPS




	9.1 	
      Subject to clause 8.3, the Parties agree, provided that
      Pre-Closing Step 1, Pre-Closing Step 2 and Pre-Closing Step 3 have been
      completed in accordance with this Agreement, to implement each of the
      Transaction Steps in the following sequence on the Implementation Date at
      a meeting to be held at the Sandton, Johannesburg offices of Bowmans, or
      such other venue as the Parties may agree upon in writing commencing at
      09h00, or such other time as may be agreed between the Parties in
      writing.

	 	 
	9.2 	
      Despite the order in which the actions comprising a
      Transaction Step appear, each action comprising such Transaction Step
      shall take place simultaneously or shall be deemed to take place
      simultaneously, as the circumstances may require.

	 	 
	9.3 	
      Transaction Step One




	9.3.1 	
      Net1 Subscription




	9.3.1.1 	
      Net1 shall subscribe for the Net1 Subscription Shares
      pursuant to the Net1 Subscription Agreement.

	 	 
	9.3.1.2 	
      Net1 hereby irrevocably instructs the Funds Flow Bank to
      transfer an amount equal to the Net1 Subscription Price from the Net1
      Funds Flow Bank Account to the Cell C Funds Flow Bank Account as
      consideration for the Net1 Subscription Shares and the Funds Flow Bank
      shall make such transfer.

	 	 
	9.3.1.3 	
      Each of the relevant Parties to the Net1 Subscription
      Agreement shall fulfil all of its other closing obligations as set out in
      the Net1 Subscription Agreement and the Equity Implementation
      Agreement.




	9.3.2 	
      M5 Subscription




	9.3.2.1 	
      M5 shall subscribe for the M5 Subscription Shares
      pursuant to the M5 Subscription Agreement.

	 	 
	9.3.2.2 	
      Cell C hereby acknowledges that it has received an amount
      equal to the M5 Subscription Price from M5 as consideration for the M5
      Subscription Shares.

	 	 
	9.3.2.3 	
      Each of the relevant Parties to the M5 Subscription
      Agreement shall fulfil all of its other closing obligations as set out in
      the M5 Subscription Agreement and the Equity Implementation
    Agreement.




	9.3.3 	
      MS15 Subscription




	9.3.3.1 	
      MS15 shall subscribe for the MS15 Subscription Shares
      pursuant to the MS15 Subscription Agreement.

	 	 
	9.3.3.2 	
      Cell C hereby acknowledges that it has received an amount
      equal to the MS15 Subscription Price from MS15 as consideration for the
      MS15 Subscription Shares.

	 	 
	9.3.3.3 	
      Each of the relevant Parties to the MS15 Subscription
      Agreement shall fulfil all of its other closing obligations as set out in
      the MS15 Subscription Agreement and the Equity Implementation
      Agreement.




	9.3.4 	
      BLT Subscription




	9.3.4.1 	
      BLT shall subscribe for the BLT Subscription Shares
      pursuant to the BLT Subscription Agreement.

	 	 
	9.3.4.2 	
      BLT hereby irrevocably instructs the Funds Flow Bank to
      transfer ZAR3,000,000,000 from the BLT Funds Flow Bank Account to the Cell
      C Funds Flow Bank Account as part consideration for the BLT Subscription
      Shares and the Funds Flow Bank shall make such
transfer.



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Master Implementation and Funds Flow Agreement 





	9.3.4.3 	
      Cell C hereby irrevocably instructs the Funds Flow Bank
      to transfer ZAR2,500,000,000 from the Cell C Funds Flow Bank Account to
      the Cell C SP Funds Flow Bank Account by way of advance of the Cell C
      Service Provider Loan and the Funds Flow Bank shall make such
    transfer.

	 	 
	9.3.4.4 	
      Cell C SP hereby irrevocably instructs the Funds Flow
      Bank to transfer ZAR2,500,000,000 from the Cell C SP Funds Flow Bank
      Account to the BLT Funds Flow Bank Account as payment of the purchase
      price under the Return of Airtime Agreement and the Funds Flow Bank shall
      make such transfer.

	 	 
	9.3.4.5 	
      BLT hereby irrevocably instructs the Funds Flow Bank to
      transfer ZAR2,500,000,000 from the BLT Funds Flow Bank Account to the Cell
      C Funds Flow Bank Account as the remaining consideration for the BLT
      Subscription Shares and the Funds Flow Bank shall make such
    transfer.

	 	 
	9.3.4.6 	
      Each of the relevant Parties to the BLT Subscription
      Agreement and the Return of Airtime Agreement shall fulfil all of its
      other closing obligations as set out in the BLT Subscription Agreement,
      the Equity Implementation Agreement and the Return of Airtime
      Agreement.




	9.3.5 	
      SPV1 Subscription




	9.3.5.1 	
      Cell C shall assume the obligation to pay to SPV1 the
      SPV1 Loan Assumption Amount, which payment obligation of Cell C shall
      remain outstanding on loan account as between Cell C and SPV1 pursuant to
      the terms of the Bondholder Repayment and Interest Payment
    Agreement.

	 	 
	9.3.5.2 	
      SPV1 shall subscribe for the SPV1 Subscription Shares
      pursuant to the SPV1 Subscription Agreement.

	 	 
	9.3.5.3 	
      The SPV1 Loan Assumption Amount shall be set off against
      the SPV1 Subscription Price pursuant to the terms of the Bondholders
      Repayment and Interest Payment Agreement.

	 	 
	9.3.5.4 	
      Each of the relevant Parties to the SPV1 Subscription
      Agreement and the SPV1 Documents shall fulfil all of its other closing
      obligations as set out in the SPV1 Subscription Agreement and the Equity
      Implementation Agreement and the SPV1
Documents.




	9.3.6 	
      SPV2 Subscription




	9.3.6.1 	
      Cell C, for and on behalf of OTL, hereby irrevocably
      instructs the Funds Flow Bank to transfer the sum of USD20,000,000 from
      the Cell C Funds Flow Bank Account to the SPV2 DSRA Bank Account pursuant
      to the terms of the Liquidity Undertaking Agreement and the OTL Residual
      Value Realisation, Recapitalisation Support and Release Agreement, and the
      Funds Flow Bank shall make such transfer and shall provide CDB’s and
      ICBC’s Designated Representative with a copy of the SWIFT instruction
      promptly upon making such transfer.

	 	 
	9.3.6.2 	
      Cell C shall assume the obligation to pay to SPV2 the
      SPV2 Loan Assumption Amount, which payment obligation of Cell C shall
      remain outstanding on loan account as between Cell C and SPV2 pursuant to
      the terms of the SPV2 Repayment and Interest Payment Agreement.

	 	 
	9.3.6.3 	
      Each of CDB and ICBC shall advance the relevant SPV2
      Loans to SPV2 in accordance with the SPV2 Documents.

	 	 
	9.3.6.4 	
      SPV2 shall subscribe for the SPV2 Subscription Shares
      pursuant to the SPV2 Subscription Agreement.

	 	 
	9.3.6.5 	
      SPV2 shall direct each of CDB and ICBC to advance the
      relevant SPV2 Loans to Cell C in accordance with the SPV2 Letters of
      Direction.



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Master Implementation and Funds Flow Agreement 





	9.3.6.6 	
      The SPV2 Loan Assumption Amount shall be set off against
      the SPV2 Subscription Price pursuant to the terms of the SPV2 Repayment
      and Interest Payment Agreement.

	 	 
	9.3.6.7 	
      Cell C shall direct CDB to apply the advance of the
      relevant SPV2 Loan in repayment of part of the CDB Existing Debt in
      accordance with the Cell C/CDB Letter of Direction, the SPV2 Repayment and
      Interest Payment Agreement and the CDB Payment Notices.

	 	 
	9.3.6.8 	
      Cell C shall direct ICBC to apply the advance of the
      relevant SPV2 Loan in repayment of part of the ICBC Existing Debt
      respectively in accordance with the Cell C/ICBC Letter of Direction, the
      SPV2 Repayment and Interest Payment Agreement and the ICBC Payment
      Notices.

	 	 
	9.3.6.9 	
      Each of the relevant Parties to the SPV2 Subscription
      Agreement and the SPV2 Documents shall fulfil all of its other closing
      obligations as set out in the SPV2 Subscription Agreement and the Equity
      Implementation Agreement and the SPV2
Documents.




	9.3.7 	
      SPV3 Subscription




	9.3.7.1 	
      Nedbank shall advance the SPV3 Loan to SPV3 in accordance
      with the SPV3 Documents by transferring an amount equal to the SPV3 Loan
      from the Nedbank Suspense Account to the SPV3 Funds Flow Bank
    Account.

	 	 
	9.3.7.2 	
      SPV3 shall subscribe for the SPV3 Subscription Shares
      pursuant to the SPV3 Subscription Agreement.

	 	 
	9.3.7.3 	
      SPV3 hereby irrevocably instructs the Funds Flow Bank to
      transfer an amount equal to the SPV3 Subscription Price from the SPV3
      Funds Flow Bank Account to the Cell C Funds Flow Bank Account as
      consideration for the SPV3 Subscription Shares and the Funds Flow Bank
      shall make such transfer.

	 	 
	9.3.7.4 	
      Cell C hereby irrevocably instructs the Funds Flow Bank
      to transfer an amount equal to the SPV3 Subscription Price from the Cell C
      Funds Flow Bank Account to the Nedbank Suspense Account in part repayment
      of the Nedbank Existing Debt in accordance with the Nedbank Repayment and
      Interest Payment Agreement.

	 	 
	9.3.7.5 	
      Each of the relevant Parties to the SPV3 Subscription
      Agreement and the SPV3 Documents shall fulfil all of its other closing
      obligations as set out in the SPV3 Subscription Agreement and the Equity
      Implementation Agreement and the SPV3
Documents.




	9.3.8 	
      New Loans




	9.3.8.1 	
      Cell C and ICBC hereby confirm that drawdown by Cell C of
      the New ICBC Loan occurred on 31 July 2017.

	 	 
	9.3.8.2 	
      ICBC shall finalise the advance of the New ICBC Loan and
      hereby irrevocably instructs the Funds Flow Bank to transfer an amount
      equal to the Cash Portion New ICBC Loan from the Nedbank Suspense Account
      to the Cell C Funds Flow Bank Account and the Funds Flow Bank shall make
      such transfer.

	 	 
	9.3.8.3 	
      Cell C hereby irrevocably instructs the Funds Flow Bank
      to transfer an amount equal to the USD equivalent of the amount equal to
      the Cash Portion New ICBC Loan (converted at Average Trade Rate) from the
      Cell C Funds Flow Bank Account to the ICBC Bank Account pursuant to the
      terms of the SPV2 Repayment and Interest Payment Agreement and the
      relevant prepayment notice under the Original ICBC Finance Documents and
      the Funds Flow Bank shall make such transfer and shall provide ICBC’s
      Designated Representative with a copy of the SWIFT instruction promptly
      upon making such transfer.

	 	 
	9.3.8.4 	
      Cell C shall direct ICBC to apply the balance of the
      advance of the New ICBC Loan (being ZAR43,051,032.01) in part repayment of
      the ICBC Existing Debt in accordance with the relevant prepayment notice
      under the Original ICBC Finance Documents.



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Master Implementation and Funds Flow Agreement 





	9.3.8.5 	
      Cell C shall drawdown the New Nedbank Loan and direct
      Nedbank to apply the advance of the New Nedbank Loan in part repayment of
      the Nedbank Existing Debt in accordance with the Nedbank Repayment and
      Interest Payment Agreement.




	9.3.9 	
      Each of the relevant Parties to the New Finance Documents
      and the New Security Documents shall fulfil all of its other closing
      obligations as set out in each New Finance Document and each New Security
      Document (save for any of the payments forming part of Transaction Step
      Four).

	 	 
	9.3.10 	
      This Transaction Step One shall be completed
  upon:




	9.3.10.1 	
      the Funds Flow Bank confirming in writing to the relevant
      Parties that the transfers of funds referred in this clause 9.3 have been
      completed;

	 	 
	9.3.10.2 	
      Cell C:




	9.3.10.2.1 	
      updating the register of members of Cell C to reflect the
      issuance of the Subscription Shares pursuant to the Subscription
      Agreements;

	 	 
	9.3.10.2.2 	
      delivering to Net1 (or its nominee), the duly signed
      share certificates relating to the Net1 Subscription Shares;

	 	 
	9.3.10.2.3 	
      on behalf of José Guilherme Vieira Dos Santos, delivering
      to CDB and/or ICBC (or its nominee), the duly signed share certificates
      relating to the Shares (as defined in the M1 Pledge and Cession in
      Security) under the M1 Pledge and Cession in Security and the share
      transfer forms in respect of the Shares (as defined in the M1 Pledge and
      Cession in Security) duly completed and signed, but undated and otherwise
      in blank as to the transferee

	 	 
	9.3.10.2.4 	
      on behalf of M5, delivering to CDB and/or ICBC (or its
      nominee), the duly signed share certificates relating to the M5
      Subscription Shares under the M5 Pledge and Cession in Security and the
      share transfer forms in respect of the M5 Subscription Shares duly
      completed and signed, but undated and otherwise in blank as to the
      transferee;

	 	 
	9.3.10.2.5 	
      on behalf of MS15, delivering to CDB and/or ICBC (or its
      nominee), the duly signed share certificates relating to the MS15
      Subscription Shares under the MS15 Pledge and Cession in Security and the
      share transfer forms in respect of the MS15 Subscription Shares duly
      completed and signed, but undated and otherwise in blank as to the
      transferee;

	 	 
	9.3.10.2.6 	
      on behalf of SPV2, delivering to CDB and/or ICBC (or its
      nominee), the duly signed share certificates relating to the SPV2
      Subscription Shares under the SPV2 Pledge and Cession in Security and the
      share transfer forms in respect of the SPV2 Subscription Shares duly
      completed and signed, but undated and otherwise in blank as to the
      transferee;

	 	 
	9.3.10.2.7 	
      delivering to BLT (or its nominee), the duly signed share
      certificates relating to the BLT Subscription Shares;

	 	 
	9.3.10.2.8 	
      on behalf of SPV1, delivering to TMF, the duly signed
      share certificates relating to the SPV1 Subscription Shares under the SPV1
      Pledge and Cession in Security and the share transfer forms in respect of
      the SPV1 Subscription Shares duly completed and signed, but undated and
      otherwise in blank as to the transferee;

	 	 
	9.3.10.2.9 	
      on behalf of SPV3, delivering to Nedbank (or its
      nominee), the duly signed share certificates relating to the SPV3
      Subscription Shares under the SPV3 Pledge and Cession in Security and the
      share transfer forms in respect of the SPV3 Subscription Shares duly
      completed and signed, but undated and otherwise in blank as to the
      transferee;



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Master Implementation and Funds Flow Agreement 





	9.3.10.2.10 	
      3C:




	9.3.10.2.10.1 	
      delivering to TMF, the duly signed share certificates
      relating to the 3C (SPV1) Pledge and Cession in Security and the share
      transfer forms in respect of the 3C SPV1 Shares duly completed and signed,
      but undated and otherwise in blank as to the transferee; and

	 	 
	9.3.10.2.10.2 	
      delivering to Nedbank (or its nominee), the duly signed
      share certificates relating to the 3C (SPV3) Pledge and Cession in
      Security and the share transfer forms in respect of the 3C SPV3 Shares
      duly completed and signed, but undated and otherwise in blank as to the
      transferee.




	9.4 	
      Transaction Step Two




	9.4.1 	
      Each of the relevant Parties to the OTSA Share Sale and
      Purchase Agreement shall fulfill all of its closing obligations as set out
      in the OTSA Share Sale and Purchase Agreement.

	 	 
	9.4.2 	
      MS15 hereby irrevocably instructs the Funds Flow Bank to
      transfer an amount equal to the OTSA Shares Price from the Cell C Funds
      Flow Bank Account to the OTL Bank Account as consideration for the OTSA
      Shares and the Funds Flow Bank shall make such transfer.

	 	 
	9.4.3 	
      This Transaction Step Two shall be completed upon the
      Funds Flow Bank confirming in writing to the relevant Parties that the
      transfer of funds referred in this clause 9.4 has been
  completed.




	9.5 	
      Transaction Step Three




	9.5.1 	
      The OTL Security (insofar only as it relates to any
      security over the 3C Residual Shares) shall be released by the relevant
      Parties in accordance with the terms of the OTL Residual Value
      Realisation, Recapitalisation Support and Release Agreement and the OTL
      Release Deed.

	 	 
	9.5.2 	
      Cell C shall acquire the 3C Residual Shares from 3C as
      contemplated in section 46 as read with section 48 of the Companies Act in
      accordance with the terms governing such acquisition set out in the
      Buyback Resolutions.

	 	 
	9.5.3 	
      Cell C hereby irrevocably instructs the Funds Flow Bank
      to transfer an amount equal to the Buyback Price from the Cell C Funds
      Flow Bank Account to the OTSA Bank Account as consideration for the 3C
      Residual Shares and the Funds Flow Bank shall make such
transfer.

	 	 
	9.5.4 	
      This Transaction Step Three shall be completed
    upon:




	9.5.4.1 	
      the Funds Flow Bank confirming in writing to the relevant
      Parties that the transfer of funds referred in this clause 9.5 has been
      completed;

	 	 
	9.5.4.2 	
      Cell C confirming to the other Parties that it
  has:




	9.5.4.2.1 	
      cancelled the 3C Residual Shares as issued shares and
      restored the 3C Residual Shares to the status of authorised (but unissued)
      shares by updating the securities register of Cell C accordingly;
    and

	 	 
	9.5.4.2.2 	
      cancelled any share certificates evidencing 3C’s
      shareholding of the 3C Residual Shares.




	9.6 	
      Transaction Step Four




	9.6.1 	
      Cell C hereby irrevocably instructs the Funds Flow Bank
      to transfer:




	9.6.1.1 	
      the Bondholder Repayment Amount and the Bondholder
      Interest Payment Amount from the Cell C Funds Flow Bank Account to the
      Existing Paying Agent Bank Account in the amounts specified in the
      Existing Bondholder Distribution Instruction pursuant to the terms of the
Bondholder Repayment and Interest Payment Agreement, and the Funds Flow Bank
shall make such transfer(s); 



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Master Implementation and Funds Flow Agreement 






	9.6.1.2 	
      the CDB Repayment Amount and the CDB Interest Payment
      Amounts from the Cell C Funds Flow Bank Account to the CDB Bank Account
      pursuant to the terms of the SPV2 Repayment and Interest Payment Agreement
      and the CDB Payment Notices, and the Funds Flow Bank shall make such
      transfer and shall provide CDB’s Designated Representative with a copy of
      the SWIFT instruction promptly upon making such transfer;

	 	 
	9.6.1.3 	
      the ICBC Repayment Amount and the ICBC Interest Payment
      Amounts from the Cell C Funds Flow Bank Account to the ICBC Bank Account
      pursuant to the terms of the SPV2 Repayment and Interest Payment Agreement
      and the ICBC Payment Notices, and the Funds Flow Bank shall make such
      transfer and shall provide ICBC’s Designated Representative with a copy of
      the SWIFT instruction promptly upon making such transfer;

	 	 
	9.6.1.4 	
      the Nedbank Repayment Amount and the Nedbank Interest
      Payment Amount from the Cell C Funds Flow Bank Account to the Nedbank
      Suspense Account pursuant to the terms of the Nedbank Repayment and
      Interest Payment Agreement, and the Funds Flow Bank shall make such
      transfer;

	 	 
	9.6.1.5 	
      the DBSA Cash Settlement Amount and the DBSA Interest
      Payment Amount from the Cell C Funds Flow Bank Account to the DBSA Bank
      Account pursuant to the terms of the DBSA Amended and Restated Loan
      Agreement, and the Funds Flow Bank shall make such transfer;

	 	 
	9.6.1.6 	
      for and on behalf of SPV1, the SPV1 Bonds Fees from the
      Cell C Funds Flow Bank Account to the bank account specified in the
      invoice referred to in clause 1.1.140 pursuant to the terms of the
      Bondholder Repayment and Interest Payment Agreement, and the Funds Flow
      Bank shall make such transfer;

	 	 
	9.6.1.7 	
      the CDB SPV2 Fee from the Cell C Funds Flow Bank Account
      to the CDB Bank Account pursuant to the terms of the relevant SPV2
      Documents and the SPV2 Fee Letter, and the Funds Flow Bank shall make such
      transfer and shall provide CDB’s Designated Representative with a copy of
      the SWIFT instruction promptly upon making such transfer;

	 	 
	9.6.1.8 	
      the ICBC SPV2 Fee from the Cell C Funds Flow Bank Account
      to the ICBC Bank Account pursuant to the terms of the relevant SPV2
      Documents and the SPV2 Fee Letter, and the Funds Flow Bank shall make such
      transfer and shall provide ICBC’s Designated Representative with a copy of
      the SWIFT instruction promptly upon making such transfer; and

	 	 
	9.6.1.9 	
      the SPV3 A&O Fees from the Cell C Funds Flow Bank
      Account to the bank account specified in the invoice referred to in clause
      1.1.165 pursuant to the terms of the SPV3 Documents and the Nedbank
      Repayment and Interest Payment Agreement, and the Funds Flow Bank shall
      make such transfer.




	9.6.2 	
      Upon the Funds Flow Bank confirming in writing to the
      relevant Parties that the transfers of funds referred in this clause 9.6
      have been completed, the OTL Security shall be released by the relevant
      Parties in accordance with the terms of the OTL Residual Value
      Realisation, Recapitalisation Support and Release Agreement and the OTL
      Release Deed, whereupon this Transaction Step Four shall be
    completed.




	9.7 	
      Transaction Step Five




	9.7.1 	
      Cell C shall, upon receipt by Cell C of the written
      confirmation delivered by BoNY pursuant to the terms of the BoNY Side
      Letter (that the onward payment of the Bondholder Repayment Amount and the
      Bondholder Interest Payment Amount have been made to the relevant clearing
      systems in the case of the instructed positions), deliver such written
      confirmation to each of the other Parties.



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Master Implementation and Funds Flow Agreement 





	9.7.2 	
      Cell C shall confirm to the other Parties that any
      undated Specified Bondholder Documents have been dated.

	 	 
	9.7.3 	
      The Cell C Registered Global Bond and the SPV1 Registered
      Global Bond shall be executed by Cell C in accordance with the relevant
      Bondholder Documents.

	 	 
	9.7.4 	
      Upon receipt by CDB of the payments referred to in
      clauses 9.6.1.2 and 9.6.1.7, CDB shall forthwith confirm to Cell C that it
      has received such payments.

	 	 
	9.7.5 	
      Upon receipt by ICBC of the payments referred to in
      clauses 9.3.8.3; 9.6.1.3 and 9.6.1.8, ICBC shall forthwith confirm to Cell
      C that it has received such payments.

	 	 
	9.7.6 	
      Cell shall confirm that it has delivered the
      authentication instruction to BoNY in respect of the Cell C Bonds and the
      SPV1 Bonds and has received the appropriate authentication in respect
      thereof from BoNY, and the Cell C Bonds and the SPV1 Bonds shall be issued
      in accordance with the terms of the relevant Bondholder
  Documents.

	 	 
	9.7.7 	
      This Transaction Step 5 shall be completed upon Cell C
      having delivered and received (as the case may be) the confirmations
      contemplated in this clause 9.7.




	9.8 	
      Transaction Step Six




	9.8.1 	
      Forthwith upon completion of all of Transaction Steps
      One, Two, Three, Four and Five, Cell C shall deliver to each of the other
      Parties the confirmation in the form set out in Schedule 10 that Closing
      has occurred.

	 	 
	9.8.2 	
      Following delivery of the confirmation referred to in
      clause 9.8.1 Cell C hereby irrevocably instructs the Funds Flow Bank to
      transfer an amount equal to the credit balance of the Cell C Funds Flow
      Bank Account to the Cell C Bank Account and the Funds Flow Bank shall make
      such transfer.




	10. 	
      IMPLEMENTATION/TIMING



Each Party which is a party to each of
the Original Finance Documents, the New Finance Documents, the SPV2 Facilities
Agreement, the SPV3 Facility Agreement hereby agrees (provided that such
agreement shall lapse and no longer be of any force and effect if Closing does
not occur on or before 4 August 2017) in respect of each such document or
agreement that no Default shall arise under such document or agreement solely as
a result of: 

	10.1 	
      the New ICBC Loan being utilised prior to the
      Implementation Date; and/or

	 	 
	10.2 	
      payments made to the relevant parties under clauses
      9.3.8.3, 9.6.1.1, 9.6.1.2, 9.6.1.3, 9.6.1.7, and 9.6.1.8 only being
      received after the Implementation Date but by no later than 4 August 2017
      (and otherwise in accordance with the terms of this Agreement) and as a
      result the liabilities to be extinguished by such payments remaining
      outstanding during such period prior to the receipt of such
    payments.




	11. 	
      INDEMNIFICATION




	11.1 	
      Each Party (other than the Escrow Agent, the Funds Flow
      Bank, CDB, ICBC, DBSA, the Bondholders and BoNY), acting separately and
      individually and only in respect of its own breaches under this Agreement,
      and Cell C acting separately and individually and only in respect of its
      own and CDB’s and ICBC’s breaches under this Agreement, agrees to
      indemnify, hold harmless and reimburse the Funds Flow Bank, within 20
      Business Days of demand, for the full amount of any and all costs,
      expenses, losses, claims, damages and liabilities to which the Funds Flow
      Bank may become subject relating to or arising out of or in connection
      with any of the transactions contemplated by the irrevocable payment
      instructions set out in clause 9 as read with the Funds Flow Bank Payments
      Schedule, save for any costs, expenses, losses, claims, damages and
      liabilities arising out of the Funds Flow Bank's gross negligence, wilful
      default or fraud.



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Master Implementation and Funds Flow Agreement 





	11.2 	
      The Funds Flow Bank (in its capacity as
  such):




	11.2.1 	
      shall not be required to investigate whether any
      conditions to any Transaction Document have been fulfilled or waived in
      accordance with its terms and may for the purpose of this Agreement assume
      that any condition contained in a Transaction Document other than this
      Agreement has been fulfilled or waived in accordance with its terms and
      shall not be required to do anything or perform any act other than those
      specified in clause 9 as read with the Funds Flow Bank Payments
      Schedule;

	 	 
	11.2.2 	
      may rely on any information provided to it by another
      Party or its Designated Representative in connection with the execution of
      a Transaction Step (including the status of completion of that Transaction
      Step); and

	 	 
	11.2.3 	
      is not required to do anything, perform any act or incur
      any obligation other than those specified in clauses 2, 4, 7 and 9 as read
      with the Funds Flow Bank Payments Schedule insofar as such act is required
      to be performed by the Funds Flow Bank in clauses 2, 4, 7 and 9 as read
      with the Funds Flow Bank Payments Schedule.




	11.3 	
      The Funds Flow Bank and its officers, directors, agents,
      employees and advisers are held harmless and shall not be liable for any
      cost, expense, loss, claim, damage or liability (whether direct or
      indirect, consequential or otherwise) to which any other Party or person
      may become subject or that may be incurred or suffered by any other Party
      or person relating to or arising from or in connection with any cause in
      connection with this Agreement and the transactions contemplated in this
      Agreement as read with the Funds Flow Bank Payments Schedule (including
      the operations of any Bank Account, Nedbank Suspense Account or Funds Flow
      Bank Account by the Funds Flow Bank), whether the cost, expense, loss,
      claim, damage or liability concerned results from breach of contract
      (whether total, fundamental or otherwise), delict, negligence or any other
      cause and whether this Agreement has been terminated or not, other than as
      a result of the Funds Flow Bank's own gross negligence, wilful default or
      fraud.

	 	 
	11.4 	
      This clause 11 shall survive the termination of this
      Agreement.




	12. 	
      FUNDS FLOW BANK
ACCOUNTS




	12.1 	
      The BLT Funds Flow Bank Account and the Net1 Funds Flow
      Bank Account shall be established as call accounts; all other Funds Flow
      Bank Accounts shall be established as current accounts. The Funds Flow
      Bank shall credit any Funds Flow Bank Account which is a call account and
      that has an overnight credit balance at the close of business on any day
      with interest on such credit balance calculated at the rate payable under
      the Fund Flow Bank's standard terms and conditions relating to such Funds
      Flow Bank Account. Funds Flow Bank Accounts which are current accounts
      will not earn interest.

	 	 
	12.2 	
      The Funds Flow Bank shall make all transfers it is
      authorised to make under this Agreement to and from a Funds Flow Account
      free from any bank charge or transfer cost.

	 	 
	12.3 	
      Once all Funds Flow Bank Accounts have a zero balance
      after completion of the flow of funds described in clause 9, all of the
      Funds Flow Bank Accounts shall be closed.




	13. 	
      CONFIDENTIALITY




	13.1 	
      For purposes of this Agreement, Confidential
      Information shall mean:




	13.1.1 	
      all written and/or tangible information and other
      materials supplied to, or received by, another Party related to this
      Agreement and the Recapitalisation Transaction; and

	 	 
	13.1.2 	
      information and/or data created by Cell C or by any of
      the Parties or their Affiliates and disclosed by either Cell C or any
      Party or its Affiliate to another Party or such Party's Affiliate which is
      confidential, proprietary and/or not generally available to the public, including, but not limited
to, information relating in whole or in part to Cell C, including present and
future services, business plans and strategies, marketing ideas and concepts,
especially with respect to unannounced services, present and future business
plans, marketing plans, sales strategies, customer information, development
plans, customer requirements, or other technical and business information. 



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Master Implementation and Funds Flow Agreement 






	13.2 	
      The Parties undertake to:




	13.2.1 	
      treat all Confidential Information as private and
      confidential and safeguard it accordingly;

	 	 
	13.2.2 	
      use Confidential Information only for the purpose of the
      discussions and negotiations in connection with this Agreement and the
      Recapitalisation Transaction (Approved Purpose); and

	 	 
	13.2.3 	
      use each and every reasonable effort (including without
      limitation at least those steps as it applies in protecting its own most
      sensitive confidential information) to ensure that the Confidential
      Information is protected against theft or unauthorised access and that
      no-one receives Confidential Information unless authorised in terms of
      this Agreement.




	13.3 	
      The Parties shall not, and each Party shall use all
      reasonable endeavours to procure that every Affiliate of such Party shall
      not, disclose to any person or use the Confidential Information or cause
      the use of the Confidential Information for any purpose other than the
      Approved Purpose, provided however that in respect of each Party or
      Affiliates thereto, the foregoing obligations shall not apply to the
      disclosure of Confidential Information if and to the
  extent:




	13.3.1 	
      disclosure is required by law or for the purpose of any
      judicial, arbitration, administrative or other investigative proceedings
      or by any governmental entity or regulatory body if (to the extent
      practicable) prior notice is given to the other Parties;

	 	 
	13.3.2 	
      that a Party is obliged to make such disclosure in terms
      of the Companies Act or any other law or enactment, or the rules,
      regulations or other requirements of any stock exchange or any other
      regulator having jurisdiction;

	 	 
	13.3.3 	
      the Confidential Information is disclosed by a Party in
      connection with judicial or arbitral proceedings (and only to the extent
      it is used in the proceedings);

	 	 
	13.3.4 	
      the Confidential Information is or becomes generally
      available to the public other than as a result of a breach of any
      undertaking or duty of confidentiality by the disclosing party;

	 	 
	13.3.5 	
      the Confidential Information is disclosed on a
      confidential basis by a Party to its Affiliates and their advisers,
      employees, representatives, directors, shareholders, auditors or bankers
      for the purposes of its business;

	 	 
	13.3.6 	
      the Confidential Information is disclosed on a
      confidential basis by the Parties and/or their Affiliates for the taking
      of any action contemplated by this Agreement or related
    documentation;

	 	 
	13.3.7 	
      disclosure is by a Party to one of its Affiliates which
      accepts or is otherwise subject to reasonable confidentiality
      restrictions;

	 	 
	13.3.8 	
      disclosure is to a person to whom disclosure is required
      to be made in accordance with the terms of the Senior Debt Documents (as
      defined in the Intercreditor Agreement); or

	 	 
	13.3.9 	
      the other Parties have given their prior written consent
      to the contents and the manner of the disclosure by a Party (not to be
      unreasonably withheld or delayed); or

	 	 
	13.3.10 	
      the Confidential Information is disclosed on a
      confidential basis by the Bondholders to their underlying
  holders.



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Master Implementation and Funds Flow Agreement 





	13.4 	
      Save as set out in clause 13.3.2, and save for an
      announcement to be made by Cell C immediately after Closing to the effect
      only that Closing has occurred, no Party shall make any announcement or
      statement about this Agreement, or its contents or the Recapitalisation
      Transaction without having first obtained the other Parties’ prior written
      consent to the announcement or statement and to its contents, provided
      that such consent may not be unreasonably withheld or delayed.

	 	 
	13.5 	
      The Parties acknowledge that damages would not be a
      sufficient remedy for any breach of this clause 13 and each Party will be
      entitled to the remedy of injunction, specific performance and other
      equitable relief for any threatened or actual breach, in addition to any
      damages or other remedy to which it may be entitled and no proof of
      special damages will be necessary for the enforcement of this
      Agreement.




	13.6 	
      This clause 13 shall survive for a period of 6 months
      after termination of this Agreement.




	14. 	
      GENERAL




	14.1 	
      Costs




	14.1.1 	
      Each Party will pay its own costs, fees and other
      expenses in connection with the negotiation, drafting, preparation and
      implementation of this Agreement and the Recapitalisation Transaction,
      provided that Cell C shall pay all reasonable and necessary legal fees of
      each of the Creditors and BoNY in connection with such negotiation,
      drafting, preparation and implementation. It is acknowledged and agreed
      that legal advisers may submit monthly invoices as they consider
      appropriate.

	 	 
	14.1.2 	
      Cell C shall pay all reasonable and necessary costs, fees
      and other expenses incurred by the Funds Flow Bank in connection with the
      performance of its obligations under this
Agreement.




	14.2 	
      Counterparts



This Agreement may be executed in any
number of counterparts, and by each signatory on separate counterparts, each of
which will be an original and which together will constitute the one and the
same instrument. Delivery of an executed counterpart signature page of this
Agreement by email (PDF) or telecopy shall be as effective as delivery of a
manually executed counterpart of this Agreement. In relation to each
counterpart, upon confirmation by or on behalf of the signatory that the
signatory authorises the attachment of such counterpart signature page to the
final text of this Agreement, such counterpart signature page shall take effect
together with such final text as a complete authoritative counterpart. 

	14.3 	
      Applicable Law




	14.3.1 	
      This Agreement shall be governed by and construed and
      interpreted in accordance with the laws of South Africa.

	 	 
	14.3.2 	
      Subject to the provisions of this Agreement, the Parties
      consent and submit themselves to the exclusive jurisdiction of the High
      Court of South Africa, Gauteng Local Division, Johannesburg (or its
      successor) in any dispute arising from or in connection with this
      Agreement.




	14.4 	
      Communications between the Parties

	 	 
		
      All notices, demands and other oral or written
      communications given or made by or on behalf of one of the Parties to
      another Party shall be in English or accompanied by a certified
      translation into English.




	14.5 	
      Further Assurance

	 	 
		
      Each of the Parties undertakes at all times to do all
      such things, to perform all such acts and to take all such steps and to
      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 the putting into effect of this Agreement
(including in the circumstances contemplated in clause 2.3 or clause 2.4, as the
case may be). 



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Master Implementation and Funds Flow Agreement 






	14.6 	
      Remedies

	 	 
		
      No remedy conferred by this Agreement is intended to be
      exclusive of any other remedy which is otherwise available at law, by
      statute or otherwise. Each remedy is cumulative and in addition to every
      other remedy given hereunder or now or hereafter existing at law, by
      statute or otherwise. The election of any one or more remedies by a Party
      does not constitute a waiver by such Party of the right to pursue any
      other remedy.

	 	 
	14.7 	
      Entire Agreement




	14.7.1 	
      This Agreement constitutes the entire agreement between
      the Parties in regard to its subject matter and supersedes any prior oral
      or written agreement.

	 	 
	14.7.2 	
      None of the Parties shall have any claim or right of
      action arising from any undertaking, representation or warranty not
      included in this Agreement in regard to its subject
  matter.




	14.8 	
      Variations

	 	 
		
      No agreement to vary, add to or cancel this Agreement
      shall be of any force or effect unless recorded in writing and signed by
      or on behalf of all of the Parties. For the purposes of this clause 14.8,
      “writing” shall not include email or other data message and “signed” shall
      not include electronic signature, as defined in the Electronic
      Communications and Transactions Act, 2002.

	 	 
	14.9 	
      No Waiver




	14.9.1 	
      A waiver of any right or remedy under this Agreement or
      by law is only effective if given in writing and is not deemed a waiver of
      any subsequent breach or default.

	 	 
	14.9.2 	
      A failure to exercise or a delay by a Party in exercising
      any right or remedy provided under this Agreement or by law does not
      constitute a waiver of that or any other right or remedy, nor does it
      prevent or restrict any further exercise of that or any other right or
      remedy. No single or partial exercise of any right or remedy provided
      under this Agreement or by law prevents or restricts the further exercise
      of that or any other right or remedy.

	 	 
	14.10 	
      Third Party Enforcement Rights

	 	 
		
      No person who is not a Party to this Agreement, other
      than a person granted specific rights under this Agreement, shall have any
      right under any applicable legislation giving rights to such persons or on
      any other basis, to enforce any of its terms.

	 	 
	14.11 	
      No Partnership or
Agency




	14.11.1 	
      Nothing in this Agreement (or any of the arrangements
      contemplated by it) is or shall be deemed to constitute a partnership
      between the Parties or, except as may be expressly set out in it or them,
      constitute any Party the agent of any other for any purpose.

	 	 
	14.11.2 	
      The obligations of each Creditor under this Agreement are
      several. Failure by a Creditor to perform its obligations under this
      Agreement does not affect the obligations of any other Party under this
      Agreement. No Creditor is responsible for the obligations of any other
      Creditor under this Agreement. The obligations of each Subscribing Party
      under this Agreement are several. Failure by a Subscribing Party to
      perform its obligations under this Agreement does not affect the obligations of any other Party under this
Agreement. No Subscribing Party is responsible for the obligations of any other
Subscribing Party under this Agreement. 



- 34 - 

Master Implementation and Funds Flow Agreement 





	14.11.3 	
      The rights of each Creditor under or in connection with
      this Agreement are separate and independent rights. A Creditor may
      separately enforce its rights under this Agreement. The rights of each
      Subscribing Party under or in connection with this Agreement are separate
      and independent rights. A Subscribing Party may separately enforce its
      rights under this Agreement.

	 	 
	14.11.4 	
      Each Creditor acknowledges that at all times it has
      itself been, and will continue to be, solely responsible for making its
      own independent appraisal of and investigation into all risks arising in
      respect of the business of Cell C or under or in connection with the
      Recapitalisation Transaction and any associated
  documentation.




	14.12 	
      Survival of Rights, Duties and
  Obligations

	 	 
		
      Termination or expiry of this Agreement for any cause
      does not release any Party from any liability which at the time of
      termination or expiry has already accrued to such Party or which
      thereafter may accrue in respect of any act or omission prior to such
      termination or expiry.

	 	 
	14.13 	
      Severance

	 	 
		
      If any provision of this Agreement that is not material
      to its efficacy as a whole is rendered void, illegal or unenforceable in
      any respect under any law of any jurisdiction, the validity, legality and
      enforceability of the remaining provisions are not in any way affected or
      impaired thereby and the legality, validity and unenforceability of such
      provision under the law of any other jurisdiction are not in any way
      affected or impaired.

	 	 
	14.14 	
      Assignment

	 	 
		
      Save as permitted by the provisions of this Agreement, no
      Party may cede any of its rights or delegate any of its obligations under
      this Agreement.

	 	 
	14.15 	
      Independent Advice

	 	 
		
      Each of the Parties acknowledges that they have been free
      to secure independent legal and other advice as to the nature and effect
      of all of the provisions of the Agreement and that they have either taken
      such independent legal and other advice or dispensed with the necessity of
      doing so. Further, each of the Parties acknowledges that all of the
      provisions of the Agreement and the restrictions therein contained are
      fair and reasonable in all the circumstances and are part of the overall
      intention of the Parties in connection with this
  Agreement.




	15. 	
      NOTICES AND DOMICILIA




	15.1 	
      Communications in Writing

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

	 	 
	15.2 	
      Addresses

	 	 
		
      The address, email address and fax number (and the
      department or officer, if any, for whose attention the communication is to
      be made) of each Party for any communication or document to be made or
      delivered under or in connection with this Agreement are set out in
      Schedule 5 or any substitute address or fax number or department or
      officer as a Party may notify to the other Parties by not less than 5
      Business Days’ written notice.



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Master Implementation and Funds Flow Agreement 





	15.3 	
      Domicilia




	15.3.1 	
      Each of the Parties chooses its physical address provided
      under or in connection with clause 15.2 (Addresses) as its
      domicilium citandi et executandi at which documents in legal proceedings
      in connection with this Agreement may be served.

	 	 
	15.3.2 	
      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 15.4 (Delivery).




	15.4 	
      Delivery




	15.4.1 	
      Any communication or document made or delivered by one
      person to another under or in connection with this Agreement
  will:




	15.4.1.1 	
      if delivered by email, be deemed to have been received at
      the time of receiving a delivery notice;

	 	 
	15.4.1.2 	
      if delivered by hand, be deemed to have been received at
      the time of delivery; and

	 	 
	15.4.1.3 	
      if by way of courier service, be deemed to have been
      received on the seventh Business Day following the date of such
      sending,



and provided, if a particular
department or officer is specified as part of its address details provided under
clause 15.2 (Addresses), if such communication or document is addressed
to that department or officer, unless the contrary is proved. 

	15.4.2 	
      Any communication or document to be made or delivered to
      any Party will be effective only when actually received by such Party and
      then only if it is expressly marked for the attention of the department or
      officer specified as part of its address details provided under clause
      15.2 (Addresses) (or any substitute department or officer as such
      Party shall specify for this purpose).

	 	 
	15.4.3 	
      Notwithstanding anything to the contrary herein
      contained, a written notice or communication actually received by a Party
      shall be an adequate written notice or communication to it,
      notwithstanding that it was not sent to or delivered at its chosen
      address, email address and/or telefax number.

	 	 
	15.4.4 	
      Any communication or document which becomes effective, in
      accordance with clause 15.4, after 5.00 p.m. in the place of receipt shall
      be deemed only to become effective on the following
day.



- 36 - 

Master Implementation and Funds Flow Agreement 






	15.5 	Electronic
      Communication





	15.5.1 	Any communication to be made between the Parties under or
      in connection with this Agreement may be made by email or other electronic
      means, if the Parties:





	15.5.1.1 	agree that, unless and until notified to the contrary,
      this is to be an accepted form of communication;

	 	 
	15.5.1.2 	notify each other in writing of their electronic mail
      address and/or any other information required to enable the sending and
      receipt of information by that means; and

	 	 
	15.5.1.3 	notify each other of any change to their address or any
      other such information supplied by them.





	15.5.2 	Any electronic communication made between the Parties
      will be effective only when actually received in readable
      form.





The remainder of this page has intentionally been left blank.


Signature pages to follow. 

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Master Implementation and Funds Flow Agreement 




SIGNED at Sandton on this the 25th day of July 2017.



	For and on behalf of 
	CELL C PROPRIETARY LIMITED 
	  
	  
	  
	/s/ Jose dos Santos 
	Signatory: Jose dos Santos 
	Capacity: C.E.O 
	Who warrants his authority hereto




SIGNED at Sandton on this the 25th day of July 2017.



	For and on behalf of 
	CELL C SERVICE PROVIDER COMPANY PROPRIETARY
      LIMITED 
	  
	  
	  
	/s/ Robert Pasley 
	Signatory: Robert Pasley 
	Capacity: Director 
	Who warrants his authority hereto




SIGNED at Sandton on this the 25th day of July 2017.



	For and on behalf of 
	CELL C TOWER COMPANY PROPRIETARY LIMITED 
	  
	  
	  
	/s/ Robert Pasley 
	Signatory: Robert Pasley 
	Capacity: Director 
	Who warrants his authority hereto




SIGNED at Sandton on this the 25th day of July 2017.



	For and on behalf of 
	CELL C PROPERTY COMPANY PROPRIETARY LIMITED 
	  
	  
	  
	/s/ Robert Pasley 
	Signatory: Robert Pasley 
	Capacity: Director 
	Who warrants his authority hereto




SIGNED at Sandton on this the 25th day of July 2017.


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Master Implementation and Funds Flow Agreement 






	For and on behalf of 
	THE PREPAID COMPANY PROPRIETARY LIMITED 
	  
	  
	  
	/s/ Dean Suntup 
	Signatory: 
	Capacity: 
	Who warrants his authority hereto




SIGNED at Sandton on this the 25th day of July 2017.



	For and on behalf of 
	NET1 APPLIED TECHNOLOGIES SOUTH AFRICA
      PROPRIETARY LIMITED 
	  
	  
	  
	/s/ H.G. Kotze 
	Signatory: H.G. Kotze 
	Capacity: Director 
	Who warrants his authority hereto




SIGNED at Shenzen on this the 25th day of July 2017.



	For and on behalf of 
	CHINA DEVELOPMENT BANK 
	  
	  
	  
	/s/ Liu Wensheng 
	Signatory: Liu Wensheng 
	Capacity: Deputy General Manager of China Development Bank,
    
	Shenzhen Branch 
	Who warrants his authority hereto




SIGNED at Beijing on this the 25th day of July 2017.



	For and on behalf of 
	INDUSTRIAL AND COMMERCIAL BANK OF CHINA
      LIMITED 
	  
	  
	  
	/s/ Liu Jianchang 
	Signatory: Liu Jianchang 
	Capacity: Deputy General Manager, Global Banking Department
    
	Who warrants his authority hereto




SIGNED at Sandton on this the 25th day of July 2017.



- 39 - 

Master Implementation and Funds Flow Agreement 






	For and on behalf of
	NEDBANK LIMITED 
	(acting through its Corporate and Investment Banking
      division) 
	  
	  
	  
	/s/ Pierre Ferreira 
	Signatory: Pierre Ferreira 
	Capacity: Authorised Signatory 
	Who warrants his authority hereto 
	  
	  
	For and on behalf of 
	NEDBANK LIMITED 
	(acting through its Corporate and Investment Banking
      division) 
	  
	  
	  
	/s/ Johann van Zyl 
	Signatory: Johann van Zyl 
	Capacity: Authorised Signatory 
	Who warrants his authority hereto




SIGNED at Sandton on this the 25th day of July 2017.



	For and on behalf of 
	NEDBANK LIMITED 
	(as Funds Flow Bank) 
	  
	  
	  
	/s/ Pierre Ferreira 
	Signatory: Pierre Ferreira 
	Capacity: Authorised Signatory 
	Who warrants his authority hereto 
	  
	  
	For and on behalf of 
	NEDBANK LIMITED 
	(as Funds Flow Bank) 
	  
	  
	  
	/s/ Johann van Zyl 
	Signatory: Johann van Zyl 
	Capacity: Authorised Signatory 
	  
	Who warrants his authority hereto





- 40 - 

Master Implementation and Funds Flow Agreement 




SIGNED at Midrand on this the 25th day of July 2017. 


	For and on behalf of 
	DEVELOPMENT BANK OF SOUTHERN AFRICA LIMITED 
	  
	  
	  
	/s/ Cyprian Marowa 
	Signatory: Cyprian Marowa 
	Capacity: General Manager 
	Who warrants his authority hereto




SIGNED at Beirut on this the 24th day of July 2017.



	For and on behalf of 
	Bank Med S.A.L. 
	(representing the Bondholders) 
	(for the purposes only of acknowledging this Agreement)
  
	  
	  
	  
	/s/ Mohamed Ali Beyhum 
	Signatory: Mohamed Ali Beyhum 
	Capacity: Executive G.H. 
	Who warrants his authority hereto




SIGNED at Beirut on this the 25th day of July 2017.



	For and on behalf of 
	Bank Audi S.A.L. 
	(representing the Bondholders) 
	(for the purposes only of acknowledging this Agreement)
  
	  
	  
	  
	/s/ Khalil I. Debs & /s/ M. Baydoun 
	Signatory: Khalil I. Debs & M. Baydoun 
	Capacity: 
	Who warrants his authority hereto




SIGNED at London on this the 25th day of July 2017. 


	For and on behalf of 
	BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED
    
	(for the purposes only of acknowledging this Agreement)
  
	  
	  
	/s/ Charlotte Davidson 
	Signatory: Charlotte Davidson 
	Capacity: Vice President 
	Who warrants his authority hereto




SIGNED at Sandton on this the 25th day of July 2017.


- 41 - 

Master Implementation and Funds Flow Agreement 






	/s/ José Guilherme Vieira Dos Santos 
	JOSÉ GUILHERME VIEIRA DOS SANTOS




SIGNED at Sandton on this the 25th day of July 2017.



	/s/ Robert Killigrew Sabine Pasley 
	ROBERT KILLIGREW SABINE PASLEY




SIGNED at Sandton on this the 25th day of July 2017.



	/s/ Graham Neil Mackinnon 
	GRAHAM NEIL MACKINNON 



SIGNED at Craighall on this the 25th day of July
2017 


	/s/ Hilton Roy Coverly 
	HILTON ROY COVERLY 



SIGNED Sandton on this the 25th day of July 2017.



	For and on behalf of 
	ALBANTA TRADING 109 PROPRIETARY LIMITED
  



- 42 - 

Master Implementation and Funds Flow Agreement 






	/s/ G. Mackinnon 
	Signatory: G. Mackinnon 
	Capacity: Director 
	Who warrants his authority hereto




SIGNED at Paris on this the 25th day of July 2017



	For and on behalf of 
	3C TELECOMMUNICATIONS PROPRIETARY LIMITED 
	  
	  
	  
	/s/ Mazen Abou Chakra 
	Signatory: Mazen Abou Chakra 
	Capacity: Director 
	Who warrants his authority hereto




SIGNED at Sandton on this the 25th day of July 2017.



	For and on behalf of 
	CEDAR CELLULAR INVESTMENT 1 (RF) PROPRIETARY
      LIMITED 
	  
	  
	  
	/s/ G. Mackinnon 
	Signatory: G. Mackinnon 
	Capacity: Director 
	Who warrants his authority hereto




SIGNED at Sandton on this the 25th day of July 2017.



	For and on behalf of 
	MAGNOLIA CELLULAR INVESTMENT 2
      (RF) 
	PROPRIETARY LIMITED 
	 
	 
	 
	/s/ G. Mackinnon 
	Signatory: G. Mackinnon 
	Capacity: Director 
	Who warrants his authority hereto




SIGNED at Sandton on this the 25th day of July 2017.



	For and on behalf of 
	YELLOWWOOD CELLULAR INVESTMENT 3
      (RF) PROPRIETARY LIMITED 



- 43 - 

Master Implementation and Funds Flow Agreement 






	/s/ G. Mackinnon 
	Signatory: G. Mackinnon 
	Capacity: Director 
	Who warrants his authority hereto




SIGNED at London on this the 25th day of July 2017.



	For and on behalf of 
	OGER TELECOM LIMITED 
	  
	  
	  
	/s/ Rami Aslan 
	Signatory: 
	Capacity: 
	Who warrants his authority hereto




SIGNED at London on this the 25th day of July 2017.



	For and on behalf of 
	OGER TELECOM (SOUTH AFRICA)
      PROPRIETARY LIMITED 
	 
	 
	 
	/s/ Rami Aslan 
	Signatory: 
	Capacity: 
	Who warrants his authority hereto




SIGNED at Beirut on this the 25th day of July 2017.



	For and on behalf of 
	OGER TELECOM SOUTH AFRICA HOLDINGS LIMITED 
	  
	  
	/s/ Mohammed Hariri 
	Signatory: 
	Capacity: 
	Who warrants his authority hereto




SIGNED at Hong Kong on this the 25th day of July
2017. 


	For and on behalf of 
	CITICORP INTERNATIONAL LIMITED 
	  
	  
	/s/ Terence Young 
	Signatory: Terence Young 
	Capacity: Vice President 
	Who warrants his authority hereto




- 44 - 

Master Implementation and Funds Flow Agreement 




SIGNED at Cape Town on this the 25th day of July
2017. 


	For and on behalf of 
	MICAWBER 405 (RF) PROPRIETARY LIMITED 
	  
	  
	/s/ Shirvan Schreuder 
	Signatory: Shirvan Schreuder 
	Capacity: Director 
	Who warrants his authority hereto




SIGNED at Cape Town on this the 25th day of July
2017. 


	For and on behalf of 
	TMF CORPORATE SERVICES (SOUTH AFRICA)
      PROPRIETARY LIMITED 
	(for the purposes only of acknowledging this Agreement)
  
	 
	 
	/s/ Nicholas Clarke 
	Signatory: Nicholas Clarke 
	Capacity: Authorised Signatory 
	Who warrants his authority hereto




- 45 - 

Master Implementation and Funds Flow Agreement 




SIGNED at Sandton on this the 25th day of July 2017.



	For and on behalf of 
	BOWMAN GILFILLAN INC. 
	(as Escrow Agent) 
	  
	  
	/s/ David Anderson 
	Signatory: David Anderson 
	Capacity: Director 
	Who warrants his authority hereto




- 46 - 

Master Implementation and Funds Flow Agreement 




SCHEDULE 1 

PARTIES TO THIS AGREEMENT 

	(1) 	
      CELL C PROPRIETARY LIMITED, a company registered
      in accordance with the laws of South Africa under registration number
      1999/007722/07 (Cell C);

	 	 
	(2) 	
      CELL C SERVICE PROVIDER COMPANY PROPRIETARY
      LIMITED, a company registered in accordance with the laws of South
      Africa under registration number 2001/008017/07 (Cell C
  SP);

	 	 
	(3) 	
      CELL C TOWER COMPANY PROPRIETARY LIMITED, a
      company registered in accordance with the laws of South Africa under
      registration number 2009/004432/07 (Cell C Tower);

	 	 
	(4) 	
      CELL C PROPERTY COMPANY PROPRIETARY LIMITED, a
      company registered in accordance with the laws of South Africa under
      registration number 2001/008003/07 (Cell C Property);

	 	 
	(5) 	
      THE PREPAID COMPANY PROPRIETARY LIMITED, a company
      registered in accordance with the laws of South Africa under registration
      number 1999/016716/07 (BLT);

	 	 
	(6) 	
      NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY
      LIMITED, a company registered in accordance with the laws of South
      Africa under registration number 2002/031446/07 (Net1);

	 	 
	(7) 	
      CHINA DEVELOPMENT BANK, a bank organised under the
      laws of People’s Republic of China with its Shenzen Branch located at No.
      1093 Shennan Zhong Road, CITIC Tower, Shenzhen 518031, People’s Republic
      of China (CDB);

	 	 
	(8) 	
      INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, a
      bank organised under the laws of People’s Republic of China with its head
      office located at No. 55, Fuxingmennei Avenue, Xicheng District, Beijing
      100140, People’s Republic of China (ICBC);

	 	 
	(9) 	
      NEDBANK LIMITED, a company registered in
      accordance with the laws of South Africa under registration number
      1951/000009/06, acting through its Corporate and Investment Banking
      division (Nedbank);

	 	 
	(10) 	
      DEVELOPMENT BANK OF SOUTHERN AFRICA LIMITED, a
      development finance institution established in terms of the Development
      Bank of Southern Africa Act, 1997 (DBSA);

	 	 
	(11) 	
      NEDBANK LIMITED, a company registered in
      accordance with the laws of South Africa under registration number
      1951/000009/06, as funds flow bank (in this capacity, Funds Flow
      Bank);

	 	 
	(12) 	
      CERTAIN HOLDERS OF THE FIRST PRIORITY SENIOR SECURED
      NOTES DUE 2018 ISSUED BY CELL C PROPRIETARY LIMITED, represented
      herein by Bank Med S.A.L. and Bank Audi S.A.L.
  (Bondholders);

	 	 
	(13) 	
      BNY MELLON CORPORATE TRUSTEE SERVICES LIMITED, a
      company registered in accordance with the laws of the United Kingdom under
      company number 02631386 as the notes trustee under the Cell C Bonds Trust
      Deed and the SPV1 Bonds Trust Deed (BoNY);

	 	 
	(14) 	
      THE PERSONS IDENTIFIED IN SCHEDULE 2
      (M5);

	 	 
	(15) 	
      ALBANTA TRADING 109 PROPRIETARY LIMITED, a company
      registered in accordance with the laws of South Africa under registration
      number 2015/261614/07 (MS15);

	 	 
	(16) 	
      3C TELECOMMUNICATIONS PROPRIETARY LIMITED, a
      company registered in accordance with the laws of South Africa under
      registration number 1999/010091/07 (3C);



- 47 - 

Master Implementation and Funds Flow Agreement 





	(17) 	
      CEDAR CELLULAR INVESTMENT 1 (RF) PROPRIETARY
      LIMITED, a company registered in accordance with the laws of South
      Africa under registration number 2017/068178/07 (SPV1);

	 	 
	(18) 	
      MAGNOLIA CELLULAR INVESTMENT 2 (RF) PROPRIETARY
      LIMITED, a company registered in accordance with the laws of South
      Africa under registration number 2017/068221/07 (SPV2);

	 	 
	(19) 	
      YELLOWWOOD CELLULAR INVESTMENT 3 (RF) PROPRIETARY
      LIMITED, a company registered in accordance with the laws of South
      Africa under registration number 2017/068241/07 (SPV3);

	 	 
	(20) 	
      OGER TELECOM LIMITED, a company registered in
      accordance with the laws of the United Arab Emirates under company number
      0054 (OTL);

	 	 
	(21) 	
      OGER TELECOM (SOUTH AFRICA) PROPRIETARY LIMITED, a
      company registered in accordance with the laws of South Africa under
      registration number 1999/010129/07 (OTSA);

	 	 
	(22) 	
      OGER TELECOM SOUTH AFRICA HOLDINGS LIMITED, a
      company registered in accordance with the laws of Bermuda under
      registration number EC26571 (OTSAH);

	 	 
	(23) 	
      CITICORP INTERNATIONAL LIMITED, a company
      registered in accordance with the laws of Hong Kong under registration
      number 21829 (Citi);

	 	 
	(24) 	
      MICAWBER 405 (RF) PROPRIETARY LIMITED, a company
      registered in accordance with the laws of South Africa under registration
      number 2005/000415/07 (Security SPV);

	 	 
	(25) 	
      TMF CORPORATE SERVICES (SOUTH AFRICA) PROPRIETARY
      LIMITED, a private company incorporated under the laws of the Republic
      of South Africa with registration number 2006/013631/07, (TMF);
      and

	 	 
	(26) 	
      BOWMAN GILFILLAN INC., a personal liability
      company incorporated under the laws of the Republic of South Africa with
      registration number 1998/021409/21, as escrow agent (the Escrow
      Agent).



- 48 - 

Master Implementation and Funds Flow Agreement 




SCHEDULE 2 

M5 

	José Guilherme Vieira Dos Santos 	
      (South African identity number: XXXXX) as to 37.5% of M5
      

	Robert Killigrew Sabine Pasley 	
      (South African identity number:
      XXXXX) as to 25% of M5 

	Graham Neil Mackinnon 	
      (South African identity number: XXXXX) as to 25% of M5
      

	Hilton Roy Coverly 	
      (South African identity number: XXXXX) as to 12.5% of M5
      



- 49 - 

Master Implementation and Funds Flow Agreement 




SCHEDULE 3 

FUNDS FLOW BANK ACCOUNTS AND BANK ACCOUNTS 

CELL C 


	Cell C Funds Flow Bank Account 
	Account Bank: Nedbank 
	XXXXX 



CELL C SP 


	Cell C SP Funds Flow Bank Account 
	Account Bank: Nedbank 
	XXXXX 



DBSA 


	DBSA Bank Account 
	Account Bank: The Standard Bank of South Africa 
	Account Name: Development Bank of South Africa 
	Account Number: XXXXX 
	Branch: Sandton 
	Branch Code: XXXXX 





	CDB Bank Account 
	USD Account – XXXXX 
	EUR Account – XXXXX 



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Master Implementation and Funds Flow Agreement 




ICBC 


	 ICBC Bank Account 
	USD ACCOUNT – XXXXX 
	Payment Reference - XXXXX 
	ZAR ACCOUNT – XXXXX 
	Payment Reference – XXXXX 



BLT 


	BLT Funds Flow Bank Account 	BLT Bank Account 
	Account Bank: Nedbank 	Account Name: The Prepaid Company Proprietary
      
	  	Account Bank: Nedbank Limited 
	XXXXX 	Branch: Constantia Boulevard Roodepoort
  
	  	Branch Code: XXXXX 
	  	Account Number: XXXXX 
	  	Account Type: Current Account 
	  	SWIFT Code: XXXXX 



Net1 


	Net1 Funds Flow Bank Account 	Net1 Bank Account 
	Account Bank: Nedbank 	To be advised in writing by Net1 to the Funds Flow
      Bank 
	Account Name: Net1 Applied Technologies South Africa (Pty) Ltd.
      FFBA 	
	Account Number: XXXXX 	  



OTSA 


	OTSA Bank Account 
	Account Bank: Nedbank 
	Oger Telecom SA (Pty) LTD 
	Account No – XXXXX 



OTL 


	OTL Bank Account 
	Beneficiary Oger Telecom Ltd, BankMed, 
	Branch Clemenceau, Beirut, Lebanon, 
	IBAN – XXXXX 
	Account no XXXXX 



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Master Implementation and Funds Flow Agreement 





SPV2 


	SPV2 DSRA Bank Account 
	 
    
	Name of Account – Magnolia Cellular Investment 2 
	Bank – Standard Bank of SA Ltd 
	Account No - XXXXX 
	Branch – Sandton 



SPV3 


	SPV3 Funds Flow Bank Account 
	Account Bank: Nedbank 
	Account Name :Yellowwood Investments 3 (Pty) Ltd 
	Account Number : XXXXX 
	Corporate Client Services, Branch Code XXXXX




Existing Paying Agent 


	Existing Paying Agent Bank Account 
	 
    
	BNY MELLON BRUSSELS, IRVTBEBB, 
	THE BANK OF NEW YORK MELLON, LONDON (BIC : 
	XXXXX) 
	XXXXX 



- 52 - 

Master Implementation and Funds Flow Agreement 




Nedbank Suspense Account 


	Nedbank Suspense Account 
	 
    
	Account Name: Nedbank Capital – Project Admin 
	Account Number: XXXXX 
	Branch: 100 Main Street, Johannesburg 
	Branch Code: XXXXX 



- 53 - 

Master Implementation and Funds Flow Agreement 




SCHEDULE 4 

DESIGNATED REPRESENTATIVES 


	Party 	Designated Representative 
	BLT 	Brett Marlon Levy or Etienne Charl de
      Villiers 
	Net1 	Herman Kotze 
	CDB 	Fan Wen 
	ICBC 	Xin Weibin 
	Cell C 	José Guilherme Vieira Dos Santos 
	Cell C SP 	Robert Killigrew Sabine Pasley 
	Cell C Tower 	Robert Killigrew Sabine Pasley 
	Cell C Property 	Robert Killigrew Sabine Pasley 
	Nedbank 	Cathy Booth or Anil Ramjee 
	DBSA 	Seison Reddy 
	M5 


	José Guilherme Vieira Dos Santos
      
Robert Killigrew Sabine Pasley 
Graham Neil Mackinnon 
Hilton
      Roy Coverly 



	MS15 	Graham Neil Mackinnon 
	3C 	Mazen Abou Chakra or Rami Aslan 
	SPV1 	Graham Neil Mackinnon 
	SPV2 	Graham Neil Mackinnon 
	SPV3 	Graham Neil Mackinnon 
	OTL 	Mazen Abou Chakra or Rami Aslan 
	OTSA 	Mazen Abou Chakra or Rami Aslan 
	OTSAH 	Mazen Abou Chakra or Rami Aslan 
	Citi 	Terence Yeung 
	Security SPV 	Shirvan Schreuder 
	TMF 	Nicholas Russell Clarke





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Master Implementation and Funds Flow Agreement 




SCHEDULE 5 

ADDRESSES AND DETAILS 


	Party 	Addresses and Details 
	BLT 	75 Grayston Drive 
	  	Morningside Ext 5 
	  	Sandton 
	  	2196 
	  	South Africa 
	  	Attention: Chief Executive Officer 
	  	Email: xx@xx 
	Net1 	6th Floor 
	  	President Place 
	  	Cnr Jan Smuts Avenue & Bolton Road 
	  	Rosebank 
	  	2121 
	  	South Africa 
	  	Attention: Herman Kotze 
	  	Email address: xx@xx 
	  	Fax: xxxxx
	CDB 	No. 1093 Shennan Zhong Road 
	  	12th Floor CITIC Tower 
	  	Shenzhen 518031 
	  	People’s Republic of China 
	  	Attention: Fan Wen / Henry Yang 
	  	Email address: xx@xx / xx@xx
	  	Fax: xxxxx
	ICBC 	No. 55, Fuxingmennei Avenue 
	  	Xicheng District 
	  	Beijing 100140 
	  	People’s Republic of China 
	  	Attention: Vincent Xin / Geng Chenyao 
	  	Email address: xx@xx / xx@xx
	  	Fax: xxxxx




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Master Implementation and Funds Flow Agreement 






	Cell C 	Cell C Campus 
	  	Cnr Maxwell Drive and Pretoria Main Road 
	  	Buccleuch Ext 10 
		2090  
	  	South Africa 
	  	Attention: Chief Legal Officer 
	  	Email address: xx@xx 
	Cell C SP 	Cell C Campus 
	  	Cnr Maxwell Drive and Pretoria Main Road 
	  	Buccleuch Ext 10 
		 2090  
	  	South Africa 
	  	Attention: Chief Legal Officer 
	  	Email address: xx@xx 
	Cell C Tower 	Cell C Campus 
	  	Cnr Maxwell Drive and Pretoria Main Road 
	  	Buccleuch Ext 10 
	 	2090  
	  	South Africa 
	  	Attention: Chief Legal Officer 
	  	Email address: xx@xx 
	Cell C Property 	Cell C Campus 
	  	Cnr Maxwell Drive and Pretoria Main Road 
	  	Buccleuch Ext 10 
	 	2090  
	  	South Africa 
	  	Attention: Chief Legal Officer 
	  	Email address: xx@xx 
	Nedbank 	Block H, 6th Floor, Nedbank, 135 Rivonia
      Road 
	  	Sandown 
	  	Sandton, 2196 
	  	South Africa 



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Master Implementation and Funds Flow Agreement 






	  	Attention: Pierre Ferreira / Michelle Davis 
	  	Email address: xx@xx / xx@xx
	DBSA 	1258 Lever Road 
	  	Headway Hill Midrand 
	 	South Africa  
	  	Attention: General Manager: Infrastructure Finance    
	  	Email: xx@xx 
	M5 	Cell C Campus 
	  	Cnr Maxwell Drive and Pretoria Main Road 
	  	Buccleuch Ext 10 
	  	2090 
	 	South Africa  
	  	Attention: Chief Legal Officer 
	  	Email address: xx@xx 
	MS15 	Cell C Campus 
	  	Cnr Maxwell Drive and Pretoria Main Road 
	  	Buccleuch Ext 10 
	  	2090 
	 	South Africa  
	  	Attention: Chief Legal Officer 
	  	Email address: xx@xx 
	3C 	Cell C Campus 
	  	Cnr Maxwell Drive and Pretoria Main Road 
	  	Buccleuch Ext 10 
	  	2090 
	  	Attention: The Company Secretary 
	  	Email address: xx@xx 
	  	With a copy to Bowmans: 
	  	11 Alice Lane, Sandton, Johannesburg, 2146 
	  	Attention: The Senior Partner 
	  	Email address: xx@xx  




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Master Implementation and Funds Flow Agreement 






	SPV1 	Cell C Campus 
	  	Cnr Maxwell Drive and Pretoria Main Road 
	  	Buccleuch Ext 10 
		2090 
	  	Attention: The Company Secretary 
	  	Email address: xx@xx 
	SPV2 	Cell C Campus 
	  	Cnr Maxwell Drive and Pretoria Main Road 
	  	Buccleuch Ext 10 
	 	2090  
	  	Attention: The Company Secretary 
	  	Email address: xx@xx 
	SPV3 	Cell C Campus 
	  	Cnr Maxwell Drive and Pretoria Main Road 
	  	Buccleuch Ext 10 
		 2090  
	  	Attention: The Company Secretary 
	  	Email address: xx@xx 
	OTL 	Oger Telecom Limited 
	  	Unit 16-46, Floor 16 
	  	Central Park 
	  	P. O. Box 506524 
	  	Dubai International Financial Center 
		Dubai  
	  	United Arab Emirates 
	 
    	  
	  	Attention: Mazen Abou Chakra 
	  	Email: xx@xx 
	OTSA 	Cell C Campus 
	  	Cnr Maxwell Drive and Pretoria Main Road 
	  	Buccleuch Ext 10 
	 	2090  
	  	Attention: Graham Mackinnon 
	  	Email address: xx@xx  



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Master Implementation and Funds Flow Agreement 






	OTSAH 	Cell C Campus 
	  	Cnr Maxwell Drive and Pretoria Main Road 
	  	Buccleuch Ext 10 
	  	2090 
	  	Attention: Graham Mackinnon 
	  	Email address: xx@xx 
	Citi 	39/F, Champion Tower 
	  	3 Garden Road 
	  	Central 
	  	Hong Kong 
	  	Attention: Agency & Trust 
	  	Email address: xx@xx
	Security SPV 	3rd Floor, 200 on Main 
	  	Corner Main Road and Bowwood Road 
	  	Claremont 
	  	Cape Town 
	  	7708 
	  	Attention: The Managing Director 
	  	Email: xx@xx 
	  	Fax: xxxxx
	TMF 	3rd Floor, 200 on Main 
	  	Corner Main Road and Bowwood Road 
	  	Claremont 
	  	Cape Town 
	  	7708 
	  	Attention: The Managing Director 
	  	Email: xx@xx 
	  	Fax: xxxxx
	Escrow Agent 	11Alice Lane 
	  	Sandton, 2196 
	  	South Africa 
	 	Attention: David Anderson 
	  	Email address: xx@xx    



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Master Implementation and Funds Flow Agreement 






	Bondholders 	Bank Audi 
	  	Bank Audi Plaza, Omar Daouk Street, Bab Idriss  
	  	P.O.Box: 11-2560 Riad El-Solh, Beirut – LEBANON  
	  	Attention: Mr Shadi Oueijan 
	  	Email: xx@xx 
	     	BankMed 
	 	 
	  	Bankmed, 482 Clemenceau Street 
	  	P.O. Box: 11-348, Riad el Solh, Beirut, Lebanon  
	  	Attention: Mr Adel Jabre 
	  	Email: xx@xx
	     	  
	Funds Flow Bank 	Block H, 6th Floor, Nedbank, 135 Rivonia
      Road 
		Sandown  
	  	Sandton, 2196 
	  	South Africa 
	  	Attention: Pierre Ferreira / Michelle Davis 
	  	Email address: xx@xx / xx@xx 
	     	  
	BoNY 	The Bank Of New York Mellon 
	  	One Canada Square 
	  	London E14 5AJ 
	  	United Kingdom 




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Master Implementation and Funds Flow Agreement 




SCHEDULE 6 

ESCROW DOCUMENTS DELIVERY CONFIRMATION 

From: [•] [Note: Name of Party] 

To: 

Bowman Gilfillan Inc. 
11 Alice Lane 
Sandton

Johannesburg 
South Africa 
Attention: David Anderson 
Email:
xx@xx 


[•] July 2017 

Dear Sirs 

CONFIRMATION OF DELIVERY OF ESCROW DOCUMENTS TO THE ESCROW
AGENT IN TERMS OF CLAUSE 5.2 OF THE MASTER IMPLEMENTATION AND FUNDS FLOW
AGREEMENT 

	1. 	
      We, [•], [Note: Name of Party] refer to the
      master implementation and funds flow agreement dated [•] July 2017 entered
      into between the Parties (the Master Implementation Agreement).
      Capitalised terms used in this letter but not otherwise defined in this
      letter shall have the meanings given to such terms in the Master
      Implementation Agreement.

	 	 
	2. 	
      Further to clause 5.2 of the Master Implementation
      Agreement on the date of this letter we, [•], [Note: Name of Party]
      hereby confirm that we have delivered the [•], [Note: Name
      of Party] Escrow Documents to the Escrow Agent.

	 	 
	3. 	
      This letter is governed by South African
  law.



Yours faithfully 

For and on behalf of 

[•] [Note: Name of Party] 

________________________ 
Signatory:
Capacity: Designated
Representative 


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Master Implementation and Funds Flow Agreement 




SCHEDULE 7 

ESCROW AGENT CONFIRMATION 

From: Bowman Gilfillan Inc. 

To: Each of the Parties 

[•] July 2017 

Dear Sirs 

PRE-CLOSING STEP 1 NOTIFICATION IN TERMS OF CLAUSE 5.2 OF
THE MASTER IMPLEMENTATION AND FUNDS FLOW AGREEMENT 

	1. 	
      We, Bowman Gilfillan Inc., refer to the master
      implementation and funds flow agreement dated [•] July 2017 entered into
      between the Parties (the Master Implementation Agreement). Capitalised
      terms used in this letter but not otherwise defined in this letter shall
      have the meanings given to such terms in the Master Implementation
      Agreement.

	 	 
	2. 	
      Further to clause 5.2 of the Master Implementation
      Agreement we, Bowman Gilfillan Inc., hereby notify you that we have
      received from each of the Parties its written confirmation of delivery of
      its Escrow Documents to the Escrow Agent pursuant to clause 5.2 of the
      Master Implementation Agreement.

	 	 
	3. 	
      This letter is governed by South African
  law.



Yours faithfully 

For and on behalf of 

  BOWMAN GILFILLAN INC. (IN ITS CAPACITY AS ESCROW AGENT)


________________________ 
Signatory:
Capacity:



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Master Implementation and Funds Flow Agreement 




SCHEDULE 8 

FUNDS FLOW BANK PRE-CLOSING STEP 2 CONFIRMATION 

From: Nedbank Limited 

To: Each of the Parties 

[•] July 2017 

Dear Sirs 

PRE-CLOSING STEP 2 FUNDS FLOW BANK NOTIFICATION IN TERMS OF
CLAUSE 7.3 OF THE MASTER IMPLEMENTATION AND FUNDS FLOW AGREEMENT 

	1. 	
      We, the Funds Flow Bank, refer to the master
      implementation and funds flow agreement dated [•] July 2017 entered into
      between the Parties (the Master Implementation Agreement).
      Capitalised terms used in this letter but not otherwise defined in this
      letter shall have the meanings given to such terms in the Master
      Implementation Agreement.

	 	 
	2. 	
      Further to clause 7.3 of the Master Implementation
      Agreement we hereby confirm that:




	2.1 	
      all of the amounts referred to in clause 7.1 have been
      deposited into the relevant Funds Flow Bank Accounts by no later than 28
      July 2017;

	 	 
	2.2 	
      Cell C has delivered to the Funds Flow Bank a copy of the
      Existing Bondholder Distribution Instruction by no later
  than




	3. 	
      This letter is governed by South African
  law.



Yours faithfully 

For and on behalf of 

  NEDBANK LIMITED (IN ITS CAPACITY AS FUNDS FLOW BANK)


________________________ 
Signatory:
Capacity:


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Master Implementation and Funds Flow Agreement 





SCHEDULE 9 

FUNDS FLOW BANK PRE-CLOSING STEP 3 CONFIRMATION 


From: Nedbank Limited 

To: Each of the Parties 

[•] July 2017 

Dear Sirs 

PRE-CLOSING STEP 3 FUNDS FLOW BANK NOTIFICATION IN TERMS OF
CLAUSE 7.5 OF THE MASTER IMPLEMENTATION AND FUNDS FLOW AGREEMENT 





	1. 	
      We, the Funds Flow Bank, refer to the master
      implementation and funds flow agreement dated [•] July 2017 entered into
      between the Parties (the Master Implementation Agreement).
      Capitalised terms used in this letter but not otherwise defined in this
      letter shall have the meanings given to such terms in the Master
      Implementation Agreement.

	 	 
	2. 	
      Further to clause 7.5 of the Master Implementation
      Agreement we hereby confirm that all of the amounts referred to in clause
      7.4 have been deposited into the relevant Nedbank Suspense Accounts by no
      later than 31 July 2017.

	 	 
	3. 	
      This letter is governed by South African
  law.



Yours faithfully 

For and on behalf of 

NEDBANK LIMITED (IN ITS CAPACITY AS FUNDS FLOW BANK)


________________________
Signatory: Capacity:

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Master Implementation and Funds Flow Agreement 





SCHEDULE 10 

CLOSING CONFIRMATION 


From: Cell C Proprietary Limited 

To: Each of the Parties 

[•] August 2017 

Dear Sirs 

CLOSING CONFIRMATION IN TERMS OF CLAUSE 9.8 OF THE MASTER
IMPLEMENTATION AND FUNDS FLOW AGREEMENT 

	1. 	
      We, Cell C, refer to the master implementation and funds
      flow agreement dated [•] July 2017 entered into between the Parties (the
      Master Implementation Agreement). Capitalised terms used in this
      letter but not otherwise defined in this letter shall have the meanings
      given to such terms in the Master Implementation Agreement.

	 	 
	2. 	
      Further to clause 9.8 of the Master Implementation
      Agreement we hereby confirm that Closing has
occurred.



	 	 
	3. 	
      This letter is governed by South African
  law.



Yours faithfully 

For and on behalf of 

CELL C PROPRIETARY LIMITED 

________________________
Signatory: Capacity:

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Master Implementation and Funds Flow Agreement 






SCHEDULE 11 

FORM OF CP SATISFACTION LETTER 


[NOTE: CP Satisfaction Letter may be from the Party to
the Escrow Agent and to Cell C or from the advisers of a Party to that Party.]


From: Each of the Parties To: 

Cell C Proprietary Limited and

Bowman Gilfillan Inc. 

[•]July 2017 

Dear Sirs 

CP SATISFACTION LETTER IN TERMS OF CLAUSE 3.3 OF THE MASTER
IMPLEMENTATION AND FUNDS FLOW AGREEMENT 

	1. 	
      We, [•], [Note: Name of Party] refer to the
      master implementation and funds flow agreement dated [•] July 2017 entered
      into between the Parties (the Master Implementation Agreement).
      Capitalised terms used in this letter but not otherwise defined in this
      letter shall have the meanings given to such terms in the Master
      Implementation Agreement.

	 	 
	2. 	
      Further to clause 3.3 of the Master Implementation
      Agreement we hereby confirm that as at the date of this letter all of the
      Transaction Documents Conditions in each of the Transaction Documents to
      which we are a party (and lists of such Transaction Documents Conditions and such Transaction Documents
are attached to this list letter for ease of reference) have been fulfilled or
waived in terms of the relevant Transaction Documents. 



	 	 
	3. 	
      This letter is governed by South African
  law.



Yours faithfully 

For and on behalf of 

[•] [Note: Name of Party] 

________________________
Signatory: 

  Capacity: Designated
Representative 

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Master Implementation and Funds Flow Agreement 









SCHEDULE 12 

FUNDS FLOW BANK PAYMENTS SCHEDULE 

 

 

 

 

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Master Implementation and Funds Flow Agreement 




SCHEDULE 13 

TRANSACTION DOCUMENTS EXECUTION CONFIRMATION 

[NOTE: Confirmation must be from the Designated
Representative of a Party to the Escrow Agent and to Cell C, with the exception
of CDB and ICBC, whose legal advisers (White & Case) shall deliver
Confirmation to the Escrow Agent and Cell C.] 

From: Each of the Parties 

To: 

Cell C Proprietary Limited and

Bowman Gilfillan Inc. 

[•] July 2017 

Dear Sirs 

CONFIRMATION OF ENTRY INTO TRANSACTION DOCUMENTS IN TERMS OF
CLAUSE 2.1.1 OF THE MASTER IMPLEMENTATION AND FUNDS FLOW AGREEMENT 

	1. 	
      We, [•], [Note: Name of Party] refer to the
      master implementation and funds flow agreement dated [•] July 2017 entered
      into between the Parties (the Master Implementation Agreement).
      Capitalised terms used in this letter but not otherwise defined in this
      letter shall have the meanings given to such terms in the Master
      Implementation Agreement.

	 	 
	2. 	
      Further to clause 2.1.1 of the Master Implementation
      Agreement we hereby confirm that as at the date of this letter we have
      entered into all of the Transaction Documents to which we are a party by
      no later than [•] July 2017 (and lists of such Transaction Documents are
      attached to this list letter for ease of reference).

	 	 
	3. 	
      This letter is governed by South African
  law.



Yours faithfully 

For and on behalf of 

[•] [Note: Name of Party] 
________________________
Signatory: 

Capacity: Designated Representative 

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Master Implementation and Funds Flow Agreement