ex1050

PLEDGE AND CESSION IN SECURITY AGREEMENT

between

LESAKA TECHNOLOGIES, INC.

(as Cedent)

and

LESAKA APPLIED TECHNOLOGIES PROPRIETARY

LIMITED

(

obligors' agent

and

Term/RCF

Borrower)

and

BOWWOOD AND MAIN NO 408 (RF) PROPRIETARY

LIMITED

(as Debt Guarantor)

and

FIRSTRAND BANK LIMITED

(ACTING THROUGH ITS RAND MERCHANT BANK DIVISION)

(as Facility Agent)

Exhibit 10.50

TABLE

OF CONTENTS

PARTIES

................................

...................... 1

INTERPRETATION

................................

.....

BACKGROUND

................................

........... 5

PLEDGE AND CESSION IN SECURITY

................................

...... 5

DURATION

................................

.................. 6

REPRESENTATIONS

................................

...

UNDERTAKINGS BY THE CEDENT

................................

......... 10

PERFECTION AND DELIVERY OF DOCUMENTS

................................

................... 12

CONSENT AND ACKNOWLEDGEMENT OF SECURITY

................................

........ 13

RIGHTS OF THE CEDENT BEFORE AN EVENT OF DEFAULT

.............................. 14

ENFORCEMENT

................................

....... 15

APPROPRIATION OF PROCEEDS

................................

............ 18

POWER OF ATTORNEY

................................

........................... 19

ADDITIONAL RIGHTS

................................

.............................. 19

CEDENT BOUND NOTWITHSTANDING CERTAIN

CIRCUMSTANCES

................. 20

KEEPING, INSPECTION AND DELIVERY OF RECORDS

................................

....... 20

EXEMPTION FROM LIABILITY

................................

.............. 21

CHANGES TO THE PARTIES

................................

................... 21

NOTICES

................................

................... 22

GENERAL

................................

.................. 22

GOVERNING LAW

................................

.... 26

JURISDICTION

................................

ANNEXURES

PARTIES

1.1

The Parties to this Agreement are -

1.1.1

Lesaka Technologies, Inc. (as Cedent);

1.1.2

Lesaka

Technologies

Proprietary

Limited

(as

obligors'

agent

and

Term/RCF

Borrower);

1.1.3

Bowwood and Main No 408 (RF) Proprietary Limited (as Debt Guarantor);

and

1.1.4

FirstRand Bank

Limited (acting

through its

Rand Merchant

Bank division)

(as Facility

Agent).

1.2

The Parties agree as set out below.

INTERPRETATION

2.1

Definitions

In this Agreement, unless the context

indicates a contrary intention,

terms and expressions

defined in the Common Terms Agreement have the

same meaning and the following

words

and

expressions

bear

the

meanings

assigned

them

and

cognate

expressions

bear

corresponding meanings -

2.1.1

Agreement

means

this

pledge

and

cession

security

agreement,

including

all

annexures hereto;

2.1.2

Cedent

means

Lesaka

Technologies,

Inc,

corporation

duly

incorporated

accordance with the laws of State of Florida, United States;

2.1.3

Common Terms Agreement

means the written common

terms agreement concluded

or to be concluded

on or about the

Signature Date between,

inter alios

, the Term/RCF

Borrower,

the Cedent (as Holdco), RMB and the Debt Guarantor;

2.1.4

Counter-indemnity

Agreement

means

the

written

counter-indemnity

agreement

concluded

about

the

Signature

Date

between,

inter

alios

certain of the Original Obligors (as original indemnifiers),

the Facility Agent and the

Debt

Guarantor in

terms

which,

inter

alia

the

Indemnifiers (as

defined

therein)

give a counter-indemnity on

a joint and several basis

in favour of the

Debt Guarantor;

2.1.5

Debt

Guarantor

means

Bowwood

and

Main

408

(RF)

Proprietary

Limited,

registration

number

2024/200503/07, a

private

company

with

limited

liability

duly

incorporated in accordance with the laws of South Africa;

2.1.6

Effective

Date

has

the meaning

given

the

term

Release Date

and Time

the

Lesaka Release Agreement;

2.1.7

Facility Agent

means RMB, acting in its capacity as

agent for the Finance Parties, or

any

replacement

facility

agent

which

has

become

party

the

Common

Terms

Agreement as the Facility Agent in accordance with the terms of

the Common Terms

Agreement;

2.1.8

Party

means a party to this Agreement;

2.1.9

Rights

means

relation

the

Secured

Property

(other

than

the

Rights) –

2.1.9.1

any monies and proceeds

(including dividends and the

proceeds of a disposal or

other realisation) accrued or receivable in respect of all or part thereof;

2.1.9.2

all

rights

and

benefits

respect

any

agreement

for

the

disposal

other

realisation thereof;

2.1.9.3

all contracts, warranties,

remedies, Security, indemnities and

other undertakings

in respect thereof; and

2.1.9.4

any of the reversionary interests referred to in clause

6.9.4;

2.1.10

RMB

means FirstRand Bank

Limited, registration number

1929/001225/06, a limited

liability public

company duly

incorporated in

South Africa,

acting through

its Rand

Merchant Bank division;

2.1.11

Secured

Account

means

the

following

bank

account

held

the

Cedent

with

FirstRand

Bank

Limited

and

all

amounts

standing

the

credit

that

ring-fenced

bank account from time to time -

Account Name

Lesaka Technologies Inc-XXX

Bank

Rand Merchant Bank, a division of FirstRand

Bank Limited

Account Number

XXX

Branch Code

XXX

2.1.12

Secured

Obligations

means all

present and

future

obligations and

indebtedness of

whatsoever nature

which an

Obligor may

now or

at any

time hereafter

owe or

have

towards

the

Finance

Parties

under

connection

with

the

Finance

Documents

(including the Counter-indemnity

Agreement) whether present or

future, matured or

not matured, liquidated or

not liquidated, incurred solely

or jointly or severally

and as

principal

surety

any

other

capacity,

including

any

claim

for

damages

restitution and

any claim

as a

result of

any recovery

by an

Obligor (or

any business

rescue

practitioner,

liquidator

trustee,

the

case

may

be,

Obligor)

payment or discharge on the

grounds of preference, and

any amounts which would

included in

any of

the above

but for

any discharge,

non-provability or

unenforceability

of those amounts in any insolvency or other proceedings;

2.1.13

Secured Property

means all of the Cedent's rights, title and interests in and to -

2.1.13.1

the Secured Account;

2.1.13.2

the Shareholder & Group Claims;

2.1.13.3

the Shares;

and

2.1.13.4

the Related Rights,

whatsoever

nature

and

howsoever

arising

(whether

actual,

prospective

contingent, direct or

indirect, arising

under common

law or

statute, whether a

claim

for the

payment of

money or

the performance

of another

obligation and

whether or

not

those

rights

and

interests

were

within

the

contemplation

the

Parties

the

Signature

Date,

the

Effective

Date

otherwise)

and,

each

case,

any

property

forming part thereof;

2.1.14

Shareholder & Group Claims

means all of the

Cedent's current and

future claims of

whatsoever

nature

against

the

Term/RCF

Borrower,

whether

the

form

shareholder

loans,

other

intercompany

loans,

any

other

form

credit

provided

otherwise, together with the benefit of any

Security given to the Cedent in respect of

those claims excluding

any present or

future loans created

pursuant to the

Permitted

Cash Management Arrangement;

2.1.15

means all

of the

shares and

securities in

the Term/RCF

Borrower which

the

Cedent

becomes

the

owner

from

time

which

may

issued,

transferred,

reinstated

otherwise

acquired

future,

including

the

following –

2.1.15.1

all the shares of any class in the share capital of the Term/RCF Borrower;

2.1.15.2

all

other

securities

the

capital

the

Term/RCF

Borrower

(including

any

capitalisation shares or

bonus shares issued

in respect of

the shares referred

in clause

2.1.15.1

above); and

2.1.15.3

any

securities

issued

substitution

exchange

for

the

securities

clauses

2.1.15.1

and

2.1.15.2

above,

including all dividends (whether

paid or unpaid), rights

to dividends and voting

rights

in relation to those shares and securities;

2.1.16

Signature

Date

means

the

date

signature

this

Agreement

the

Party

last

signing; and

2.1.17

Term/RCF

Borrower

means

Lesaka

Applied

Technologies

Proprietary

Limited,

registration

number

2002/031446/07, a

private

company

with

limited

liability

duly

incorporated in accordance with the laws of South Africa.

2.2

Construction

2.2.1

Clauses 2.3 (

Construction

) and clause 2.4 (

Third party rights

) of the Common Terms

Agreement are incorporated by

reference in this

Agreement

mutatis mutandis

on the

basis that references therein to -

2.2.1.1

the

Common

Terms

Agreement

are

construed

references

this

Agreement; and

2.2.1.2

Parties are to be construed as the Parties to this Agreement.

2.2.2

This

Agreement and

the

rights and

obligations of

the Parties

under this

Agreement

shall

all

respects

subject

the

terms

and

conditions

the

Common

Terms

Agreement and in the event of any conflict between the provisions of

this Agreement

and

the

provisions

the

Common

Terms

Agreement,

the

provisions

this

Agreement shall prevail.

2.2.3

If any amount paid to a Finance Party under a Finance Document is capable of being

avoided

otherwise

set

aside

the

liquidation

administration

the

payer

otherwise,

then

that

amount

will

not

considered

have

been

irrevocably

discharged for the purposes of this Agreement.

2.3

Facility Agent

Unless

inconsistent

with

the

context

contrary

indication

appears,

references

the

Facility Agent's written

consent, election approval

of or any

other similar action,

decision

or determination in this Agreement shall be to the Facility Agent acting on the instructions

the

applicable Finance

Parties

accordance with

the

terms

the

applicable Finance

Documents.

BACKGROUND

As Security for

the due

and punctual payment

and performance of

the Secured Obligations,

the

Cedent has agreed to pledge the Shares

and to cede in

securitatem debiti

all the Secured Property

to the Debt

Guarantor, on

the terms set

out in this

Agreement. It is recorded

that the Term/RCF

Borrower is a Party to this Agreement as obligors' agent.

PLEDGE AND CESSION IN SECURITY

4.1

Pledge and cession in security

4.1.1

With

effect

from

the

Effective

Date,

the

Cedent

hereby

irrevocably

and

unconditionally pledges to

the Debt Guarantor all

the Shares and cedes

securitatem

debiti

to the Debt Guarantor all the Secured Property, as continuing general covering

collateral security for

the due, proper

and punctual payment

and performance in full

of all the

Secured Obligations, on the

terms set out

in this Agreement, which

pledge

and cession

in securitatem debiti

the Debt Guarantor accepts.

4.1.2

The

pledge

and

cession

securitatem

debiti

(as

applicable)

contemplated

clause

4.1.1

constitutes first ranking Security in favour of

the Debt Guarantor in that

it ranks in preference and prior to any other current or future Security.

4.2

Nature of pledge and cession

4.2.1

The

pledge

and

cession

securitatem

debiti

contemplated

this

Agreement

intended to operate as a

pledge and a cession

in securitatem debiti

of each part and

all

of the Shares and the other Secured Property, individually and collectively.

4.2.2

If,

for

any

reason,

any

Security

intended

created

under

this

Agreement

becomes illegal, invalid or unenforceable in respect of some of the Shares

or some of

the Secured Property, the pledge of those Shares and

the cession

in securitatem debiti

that Secured

Property shall

be severed

from this

Agreement and

this Agreement

and all the Security created

over the remainder of the

Secured Property shall continue

in full force and effect.

4.2.3

The

cession

securitatem

debiti

contemplated

this

Agreement

operates

security cession and not as an outright cession and the Cedent retains bare ownership

of its Secured

Property, subject to the

rights of the

Debt Guarantor

as secured

creditor.

4.3

Cedent remains liable to perform obligations

Notwithstanding any other

provision of a

Finance Document, the

Cedent shall remain

liable

to perform all its duties and obligations, whether contractual or otherwise, in respect of the

Shares and

Secured Property

and nothing

in this

Agreement or

the exercise

by a

Finance

Party of any right

under a Finance Document

shall constitute or be

deemed to constitute a

delegation to or acceptance by a Finance Party of any obligation

of the Cedent or any other

person.

DURATION

5.1

This

Agreement

comes

into

full

force

and

effect

the

Signature

Date,

and

will

not

terminate before the Final Discharge Date.

5.2

In relation to the Cedent,

the Security created by this Agreement -

5.2.1

comes

into

full

force

and

effect

the

Effective

Date

without

any

further

action,

consent or authority required from any person;

5.2.2

unless expressly

otherwise agreed

by the Facility

Agent, shall

not terminate before

the

Final Discharge Date; and

5.2.3

shall remain

of full

force and

effect, notwithstanding

any intermediate

discharge or

settlement of, or temporary fluctuation in, the Secured Obligations.

REPRESENTATIONS

6.1

The Cedent and the Term/RCF Borrower make -

6.1.1

the

representations

and

warranties

set

out

this

clause

(

Representations

)

(other

than the representations and warranties set

out in clauses

6.9.4,

6.9.5

and

6.9.6

) as at

the Signature Date; and

6.1.2

the

representations and

warranties set

out in

clauses

6.9.4

6.9.5

and

6.9.6

at the

Effective Date.

6.2

The Finance Parties enter into the Finance Documents

on the strength of and relying on the

representations

and

warranties

set

out

this

clause

each

which

separate

representation and

warranty, given without

prejudice to

any other

representation or

warranty

and

deemed

material

representation

warranty

(as

applicable)

inducing

the

Finance Parties to enter into the Finance Documents.

6.3

Status

6.3.1

In relation

to the

Cedent, it

is a

corporation,

duly incorporated

and validly

existing

under the law of its jurisdiction of incorporation.

6.3.2

relation

the

Term/RCF

Borrower,

limited

liability

company,

duly

incorporated and validly existing under the law of its jurisdiction of incorporation.

6.3.3

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

conducted.

6.4

Capacity, powers and authority

6.4.1

It has the

legal capacity and

power to

enter into, perform

and deliver,

and has taken

all

necessary

action

authorise

its

entry

into,

performance

and

delivery

of,

this

Agreement and the transactions contemplated by this Agreement.

6.4.2

No limit on its powers will be exceeded as a

result of the granting of the Transaction

Security or giving of indemnities contemplated by this Agreement.

6.5

Binding obligations

6.5.1

The

obligations

expressed

assumed

this

Agreement

are

legal,

valid,

binding and enforceable obligations.

6.5.2

This

Agreement

the

proper

form

for

its

enforcement

the

jurisdiction

its

incorporation.

6.5.3

Without

limiting

the

generality

clause

6.5.1

above,

this

Agreement

creates

the

Security which this

Agreement purports

to create and

those security interests

are valid

and effective.

6.6

Non-conflict with other obligations

The

entry

into

and

performance

of,

and

the

transactions

contemplated

by,

this

Agreement and the establishment of Security, do not and will not -

6.6.1

conflict with -

6.6.1.1

any law or regulation applicable to it;

6.6.1.2

its or the constitutional documents of the Term/RCF Borrower;

6.6.1.3

any

agreement

instrument

which

binding

upon

the

Term/RCF

Borrower or constitute

a default or

termination event

(however described)

under

any such agreement or instrument;

and/or

6.6.2

cause

any

negative

pledge

other

restriction

imposed

exceeded

breached.

6.7

Authorisations

6.7.1

All authorisations -

6.7.1.1

enable

lawfully

enter

into,

exercise

its

rights

and

comply

with

its

obligations under this Agreement;

and

6.7.1.2

to make this Agreement admissible in evidence in South Africa,

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

6.7.2

required to

give

notice to

obtain consents

waivers from

any

person to

pledge

the

and

cede

the

Secured

Property

under

this

Agreement,

all

such

notices have been given and consents or waivers obtained before the Signature

Date.

6.8

Governing Law and enforcement

6.8.1

The

choice

the

law

stated

the

governing

law

this

Agreement

will

recognised and enforced in South Africa.

6.8.2

Any judgment obtained in

relation to this

Agreement in the jurisdiction of

the stated

governing law of this Agreement will be recognised and enforced in South Africa.

6.9

Shares and Secured Property

6.9.1

The Shares

are and

shall remain

fully paid

up and

have been

validly allotted

and issued

or transferred to it in compliance with all applicable laws and regulations.

6.9.2

The Cedent is

reflected as the

holder of the

Shares in respect

of which it

purports to

grant

Security

under

this

Agreement

the

securities

the

Term/RCF

Borrower.

6.9.3

The Cedent is the sole legal and beneficial

owner of the Secured Property over which

it purports to grant Security under this Agreement to the exclusion of all others.

6.9.4

part

the

Secured

Property

has

been

pledged,

ceded

(either

outright

security),

discounted,

factored,

mortgaged

under

notarial

bond

otherwise,

otherwise disposed of or hypothecated, nor is it

subject to any other right or claim in

favour

any

person

(including

any

rights

pre-emption)

which

would

apply

enforcement by the Debt Guarantor

of its rights under

this Agreement.

If any Secured

Property is subject to any Security in breach of this representation

and warranty then,

without

prejudice

any

other

rights

that

the

Debt

Guarantor

may

have,

any

reversionary or other interests

the Cedent may have

in the said

Secured Property are

also ceded

in securitatem debiti

to the Debt Guarantor.

6.9.5

The

Secured

Property is

not

subject

any right

retention

other limitation

encumbrance, other than contemplated

in this Agreement, and may

be pledged and/or

ceded

in securitatem debiti

by the Cedent in terms hereof without any limitation.

6.9.6

person

has

option

right

refusal

over

the

Secured

Property

any

part

thereof which would apply on enforcement by the

Debt Guarantor of its rights under

this Agreement.

6.9.7

No right of pre-emption

or option exists or,

if such right or

option exists, it has been

will,

all

other

instances

(for

long

the

are

pledged

and

Secured

Property

ceded

securitatem

debiti

terms

hereof)

unconditionally

and

unequivocally waived by

the relevant holders

thereof to the

satisfaction of the

Facility

Agent.

6.10

Repetition

The representations

and warranties

set out

in this

clause

(

Representations

)

made by

the

Cedent are deemed to be repeated by reference to the facts and circumstances then

existing

on the date

of each Utilisation Request, the

date of each Utilisation

and on the first

day of

each Interest Period until the Final Discharge Date.

UNDERTAKINGS BY THE CEDENT

7.1

General

The

Cedent

bound

the

undertakings

set

out

this

clause

(

relating to

it. The

undertakings in

this clause

(

Undertakings by

the Cedent

)

remain

in force from the Effective Date until the Final Discharge Date.

7.2

Negative pledge

The Cedent –

7.2.1

shall not -

7.2.1.1

grant any further Security over any Secured Property; or

7.2.1.2

enter into a single transaction or a series of transactions (whether related or not

and

whether

voluntary

involuntary)

sell,

lease,

licence,

transfer

otherwise dispose of any Secured Property,

without the prior written consent of the Debt Guarantor; and

7.2.2

must

all

times

keep

its

Secured

Property

free

judicial

attachments

and

other

Security.

7.3

Preservation of Secured Property

7.3.1

The Cedent shall –

7.3.1.1

do no wilful act or

suffer any wilful omission, and

will not wilfully permit any

other person to do any act or suffer any omission, which is intended to have

the

effect

diminishing

adversely

affecting

the

rights

the

Debt

Guarantor

hereunder

the

value

effectiveness

the

Security

conferred

this

Agreement;

7.3.1.2

not permit any

depreciation of the

value of, or

a variation of

rights relating to,

the Secured Property or

any of them to

occur without the prior

written consent

of the Debt Guarantor;

7.3.1.3

not

to take

omit to

take any

action which

could reasonably

be expected

adversely affect

the rights

of the

Debt Guarantor

under this

Agreement or

the

effectiveness of the Security created by this Agreement;

7.3.1.4

take all

appropriate steps required

from time

to time

for the

care, preservation

and

protection

the

Secured

Property

and

the

rights

the

Debt

Guarantor

under this Agreement; and

7.3.1.5

timeously

comply

full

with

all

its

obligations

respect

the

Secured

Property, from time to time.

7.3.2

The Cedent

waives for

the benefit of

the Debt Guarantor

any and all

rights it

may have

in respect of the Secured Property

which conflict with or may

restrict the rights of the

Debt Guarantor under this Agreement.

7.4

Amendments

The Cedent undertakes that it shall

not allow the amendment of the

Term/RCF Borrower's

memorandum of incorporation, other than as permitted in the Finance Documents.

7.5

The Cedent shall

not allow any

alteration to

the authorised or

issued share capital

(including

the issue

of any

new shares)

of the

Term/RCF

Borrower other

than the

issue of

any new

shares that

are subject

to Security

in terms

of this

Agreement and

that constitutes

a Permitted

Share Issue.

PERFECTION AND DELIVERY OF DOCUMENTS

8.1

General

The

documents

set

out

clauses

(

and

(

must be delivered to the Facility Agent as follows –

8.1.1

in respect of

any Shares

and Secured

Property held

as at

the Effective Date,

by no

later

than the Effective Date; and

8.1.2

respect

any Shares

and

Secured

Property acquired

after the

Effective

Date or

otherwise arising before

the Final Discharge

Date,

by no later

than 2 Business

Days

after the date of such acquisition; and

8.2

Shares and Shareholder & Group Claims

The Cedent shall deliver

to the Facility Agent

in respect of all

its Shares and Shareholder

Group Claims –

8.2.1

the original share certificates in respect of those Shares;

8.2.2

share transfer forms

in respect of

those Shares, undated

and duly signed

by the Cedent

as transferor and left blank as to transferee; and

8.2.3

a copy of the resolutions of the director(s) of the Term/RCF Borrower approving any

transfer

and

Shareholder & Group Claims

pursuant

this

Agreement,

substantially in the form of

Annexure A

, or any other form acceptable to

the Facility

Agent.

8.3

Secured Account

The Cedent must deliver to

the Facility Agent,

in respect of the Secured Account,

a copy of

a notice

to Rand

Merchant Bank,

a division

of FirstRand

Bank Limited,

of the

cession

securitatem

debiti

the

Secured

Account

under

this

Agreement,

together

with

acknowledgement of

that notice

signed by

Rand Merchant

Bank, a

division of

FirstRand

Bank Limited, in

each case substantially

in the form

Annexure B

or in such

other form

as the Facility Agent may agree.

8.4

Other requirements

8.4.1

The Cedent

shall deliver to

the Facility

Agent, within 5

Business Days of

request, a

list of the Secured Property as

at the date of that

request, which list shall be certified

true and correct

by a director

of the Cedent

and shall describe

each part of

the Secured

Property

reasonable

detail,

and

shall

particular,

respect

the

Secured

Account,

set

out

the

name

the

account

bank,

the

account

number

and

the

latest

available balance of monies standing to the credit or debit of the Secured

Account.

8.4.2

any

Secured

Property,

part

thereof,

evidenced by

document, or

when the

Cedent holds Security

for any obligation

owed to it

in respect of

Secured Property

and

that

Security

evidenced

document,

the

Cedent

shall,

the

request

the

Facility Agent deliver a

certified copy of that

document to the Facility

Agent within 5

Business Days of request thereof.

8.4.3

In addition to the documents

referred to above, the Cedent

shall deliver to the Facility

Agent

any other

documents relating

the

Secured Property

for

which the

Facility

Agent may at any time call,

which documents must be delivered to

the Facility Agent

within a period as agreed between

the Facility Agent and the Cedent

and, failing such

agreement, within 5 Business Days.

8.4.4

The Facility Agent

may retain possession

of all documents

delivered to it

under this

clause

(

and deal

with them

in accordance

with the Finance Documents until the Final Discharge Date, after

which they shall be

returned to the Cedent as soon as reasonably possible.

CONSENT AND ACKNOWLEDGEMENT OF SECURITY

It is recorded that the Term/RCF

Borrower and the Cedent are both Party to

this Agreement and

accordingly -

9.1

the Term/RCF Borrower hereby –

9.1.1

confirms its consent to, and acknowledges and agrees that -

9.1.1.1

the Cedent has,

inter alia

, pledged all its Shares and ceded

in securitatem debiti

all its Secured Property to the Debt Guarantor; and

9.1.1.2

with effect

from the

date on

which the

Debt Guarantor notifies

the Term/RCF

Borrower in writing that

an Event of Default

has occurred and

is continuing and

thereafter

until

otherwise

notified

the

Debt

Guarantor,

the

Cedent

hereby

irrevocably

instructs

and

authorises

the

Term/RCF

Borrower

make

all

payments to be

made to the

Cedent in respect

of its Shares

and Secured Property

directly to the Debt Guarantor by payment into any bank account

nominated by

the Debt Guarantor in writing;

9.2

the

Cedent

hereby

agrees

that

the

Term/RCF

Borrower

may

comply

with

clause

9.1.1.2

without any further permission from the Cedent and without

any enquiry by the Term/RCF

Borrower as to the justification for or validity of any request, notice

or instruction; and

9.3

the Term/RCF Borrower -

9.3.1

confirms that it has not received notice of the interest of any third party in the Shares

and Secured Property;

9.3.2

irrevocably and

unconditionally undertakes that,

in the

event of

the Debt

Guarantor

exercising

its

rights

under

this

Agreement

(including

but

not

limited

clause

(

Enforcement

)), it will -

9.3.2.1

give effect thereto

and perform

its obligations

in relation

to the

Secured Property

to and in favour of the Debt Guarantor; and

9.3.2.2

recognise

any

person

whom

the

and/or

Secured

Property

are

transferred and approve the transfer to that person.

RIGHTS OF THE CEDENT BEFORE AN EVENT OF DEFAULT

10.1

Shares and Secured Property

10.1.1

Subject to clause

10.1.2

, the Cedent is entitled, at its own cost, to –

10.1.1.1

enforce and

receive payment

for,

delivery of

performance in

respect of

all

amounts or obligations owing in

respect of the Secured Property

in the ordinary

course

business

and,

subject

the

Finance

Documents,

appropriate

amounts so recovered to its

own use, including any dividends

or other benefits

in respect of its Shares;

10.1.1.2

receive

notice

every

general

meeting

shareholders

the

Term/RCF

Borrower (provided that each such

notice is to be forwarded

to each of the Debt

Guarantor

and

Facility

Agent

were

shareholder

the

Term/RCF

Borrower); and

10.1.1.3

attend every

general meeting

of the

shareholders of

the Term/RCF

Borrower,

and exercise all

the votes attaching

to the Shares

at such meetings

(provided that

it will not exercise those votes

in a manner which is reasonably likely

to (a) be

prejudicial

the

validity

enforceability

this

Agreement;

(b)

materially

impair the value

of any Shares;

variation of rights

other than in

accordance

with

the

Finance

Documents;

(d)

otherwise

materially

prejudicial to the Debt Guarantor or the other Finance Parties).

10.1.2

If an

Event of

Default has

occurred and

is continuing,

all of

the rights,

powers and

privileges attaching to

the Secured Property,

including those set

out in clause

10.1.1

above, shall vest

in the Debt

Guarantor with the

power to exercise

them either in

its

own name or in the name

of the Cedent or,

if the Debt Guarantor so directs

upon the

occurrence of an

Event of Default

which has occurred and

is continuing, the

Cedent

shall exercise the Debt Guarantor's rights, powers and privileges in its own

name and

to the greatest extent permitted by applicable law.

10.2

General

10.2.1

Without

detracting

from

this

clause

(

, the Debt Guarantor is not obliged to −

10.2.1.1

perform any obligation of the Cedent;

10.2.1.2

make any payment,

or to make

any enquiry as

to the nature

or sufficiency of any

payment received by it or the Cedent;

10.2.1.3

present

file

any

claim

take

any

other

action

collect

enforce

the

payment of any amount to which it may be entitled under this Agreement,

in respect of the Secured Property.

ENFORCEMENT

11.1

Realisation

Event

Default has

occurred and

continuing, the

Debt Guarantor

may,

without

prejudice to

any other

rights it may

have against

the Cedent,

exercise its

rights under

this

clause

11.1

(

Realisation

)

and

otherwise

put

into

force

and

effect

all

rights,

powers

and

remedies available

in relation

the

Secured Property,

such manner

and on

such

terms and conditions as it

in its sole discretion considers most

expedient. Without limiting

the foregoing, if an Event of Default has occurred and is continuing, the Debt Guarantor or

its

nominee

may,

and

the

Cedent

hereby

irrevocably

and

unconditionally

authorises

and

empowers

the

Debt

Guarantor or

its

nominee, and

appoints it

rem

suam

without

any

further authority or

consent of any

nature whatsoever

required from any

person, in the

name

of the Debt Guarantor or its nominee or in the name of the Cedent to -

11.1.1

exercise

all

any

the

rights,

powers

and

privileges

and

enforce

all

any

obligations attaching to the Secured Property (or any of

them) in such manner and on

such terms as the Debt Guarantor in its sole discretion deems fit;

11.1.2

receive

payment

for,

delivery

of,

and/or

performance

respect

of,

the

Secured

Property (or any of them) in its own name or that of its nominee;

11.1.3

authorise any officer of the Debt Guarantor (whose appointment need not be proved)

to sign,

on behalf

of and

in the

name of

the Cedent,

any share

transfer form

or any

other document that may be

necessary to give effect

to any disposal or

realisation of

the

Secured

Property

(or

any

them)

the

Debt

Guarantor

under

this

clause

(

Enforcement

)

;

11.1.4

claim

and

receive

payment

the

amount

standing

the

credit

the

Secured

Account;

11.1.5

at the election of the Debt Guarantor -

11.1.5.1

sell or

otherwise realise all

or some

of the

Secured Property by

public auction

or private treaty;

11.1.5.2

take over all or some of the Secured Property at Fair Value (as defined below),

and for the

purposes of

clause

11.1.5.2

above, the

Fair Value

of any Secured

Property

will be

the

value agreed

in writing

between the

Debt Guarantor

and the

Cedent or,

failing

agreement

within

5 Business

Days

after

delivery

notice

the

Cedent

stating that the Debt Guarantor intends to

exercise its rights under this clause

11.1.5

the value determined by an appropriate employee of an independent investment bank

agreed

the

Debt

Guarantor

and

the

Cedent

or,

failing

agreement

within

Business Days, appointed, at the request of any of the Debt

Guarantor or the Cedent,

the

President

for

the

time

being

the

South

African

Institute

Chartered

Accountants, or

the successor

body thereto,

which person

shall act

as an

expert and

not as an

arbitrator, shall be

instructed to make

their determination

within 10 Business

Days

after

being

requested

so,

provided that

determination is

manifestly

unjust and a

court exercises its

general power,

if any,

to correct

such determination,

all

the

Parties

shall

bound

thereby.

The

Cedent

shall

liable

for

any

charges

incurred in the

determination of the Fair

Value

and if the

Debt Guarantor or Facility

Agent

has

paid

the

charges

determining

the

Fair

Value,

such

charges

shall

recoverable from the Cedent on demand;

11.1.6

institute

any

legal

proceedings

which

the

Debt

Guarantor

may

deem

necessary

connection

with

any

sale,

purchase

other

realisation

transfer

any

the

Secured Property and to

prosecute such proceedings

to their final end

and conclusion,

including the

prosecution of

such appeals

and reviews

the Debt

Guarantor in

its

discretion may determine;

11.1.7

compromise any of the

Secured Property, grant

any extension or other indulgence in

respect of

the Secured

Property,

agree to

amend the

terms of

the Secured

Property,

and/or release any

security, guarantee

or suretyship held for

the Secured Property or

waive any right which relates to or constitutes part of the Secured Property;

11.1.8

give transfer

of and

convey valid

title in

any Secured

Property to

any person

(including

the Debt Guarantor or any other Finance Party); and/or

11.1.9

take all such

further or other

steps as the

Debt Guarantor may

consider necessary to

deal

with

the

Secured

Property

(or

any

them)

order

give

effect

this

Agreement.

11.2

Undertakings by the Cedent in respect of realisation

the

Debt

Guarantor

taking

any

action

under

clause

11.1

(

Realisation

)

above,

otherwise

required

the

Debt

Guarantor

Event

Default

has

occurred

and

continuing, the Cedent shall on demand by the Debt Guarantor –

11.2.1

give notice to

all persons required

by the Debt

Guarantor that payment

for, delivery

performance in

respect of

the relevant

Secured Property

must be

made to

the

Debt Guarantor and

that payment, delivery

or performance to

the Cedent or to

anyone

else

will

not

constitute

valid

payment,

delivery

performance,

and

the

Debt

Guarantor shall be

entitled to

do likewise. The

Cedent shall on

demand by the

Debt

Guarantor provide proof that such notification has been duly given;

11.2.2

refuse to accept any payment, delivery,

or performance tendered in respect of

any of

the

Secured

Property

and

order

that

such

payment,

delivery

performance

tendered to the Debt Guarantor;

11.2.3

forthwith pay over or deliver to the Debt Guarantor

any interest, dividend, negotiable

instruments or other monetary

benefits of any nature

accrued or received in

respect of

the Secured Property after the date

of an Event of Default

which has occurred and is

continuing by depositing the

same into any bank

account in South Africa

nominated

by the Debt Guarantor;

11.2.4

deliver

the

Debt

Guarantor

any

property

which

the

Cedent

acquires

which

accrues to it in connection with the Secured Property;

11.2.5

at its own cost, carry out

any lawful directions the

Debt Guarantor may give in

regard

the

realisation

the

Secured

Property

and

sign

any

document

any

other

lawful act necessary

to (a) vest

the Secured Property

in the Debt

Guarantor; (b) enable

any sale, purchase

or other realisation

or transfer of

Secured Property,

or (c) perfect

and

complete

(to

the

extent

necessary)

the

pledge

and

the

cession

any

Secured

Property under this Agreement.

11.3

No obligation on the Debt Guarantor

Notwithstanding anything to the contrary contained in this Agreement, the Debt Guarantor

shall

not

obliged

take

any

steps

preserve,

protect,

collect,

recover

otherwise

enforce its rights under or in respect of the Secured Property.

APPROPRIATION OF PROCEEDS

The Debt Guarantor shall

apply the net

proceeds of all

amounts received pursuant to

the sale or

other realisation of Secured Property or from the appropriation of cash amounts

which constitute

Secured Property

under this

Agreement (after

deducting all

properly evidenced

costs and

expenses

incurred by the Debt

Guarantor in relation to

that sale, realisation or

appropriation) in reduction

or discharge of the Secured Obligations in such

order and in such manner as the Debt Guarantor

deems fit. Any amount remaining thereafter shall be paid to the Cedent within 15 Business Days

of the Final Discharge Date.

POWER OF ATTORNEY

13.1

If at

any time

during the

term of

this Agreement

the Debt

Guarantor becomes

entitled to

exercise its

rights under

clause

11.1

(

Realisation

)

, the

Cedent hereby

irrevocably nominates,

constitutes

and

appoints

the

Debt

Guarantor

its

nominee

(acting

through

any

the

directors,

general

manager

for

the

time

being

the

Debt

Guarantor

(or

its

nominee) holding

office from

time to

time) with

power of

substitution, to

be its

true and

lawful attorney to do

all such things which

the Cedent is

obliged but fails to

do under this

Agreement and

to complete

and sign

all such

documentation for

the purposes

of the

sale,

assignment, cession, transfer and

perfecting of the Debt

Guarantor's security,

or otherwise

disposing of

the Secured

Property,

or any

part thereof or

the realisation

of the

underlying

value in respect thereof, and

for all purposes incidental thereto,

and the institution of legal

proceedings. The

Cedent ratifies

and confirms

whatever the

Debt Guarantor

(or its

nominee)

does or purports to do under this clause

(

Power of Attorney

)

13.2

The Cedent shall

immediately on

demand, pay

to the Debt

Guarantor the

amount of

all costs

and expenses (including legal fees)

incurred by the Debt

Guarantor (or its nominee) under

its

appointment

under

this

clause

(

Power

Attorney

)

and

keep

the

Debt

Guarantor

indemnified against any failure or delay in paying those costs or expenses.

ADDITIONAL RIGHTS

The

rights

conferred

the

Debt

Guarantor

this

Agreement

are

additional

and

not

substitution for or in any way prejudiced by –

14.1

any other rights the

Debt Guarantor has, or may

at any time in

the future have, against

the

Cedent or any other person; and

14.2

any other Security

held or hereafter

to be held

by the Debt

Guarantor from the

Cedent, or

any

other

person,

connection

with

the

Secured

Obligations.

The

Debt

Guarantor

may

release any Security held by it without prejudice to its rights under this Agreement.

CEDENT BOUND NOTWITHSTANDING CERTAIN

CIRCUMSTANCES

15.1

The

Cedent

agrees

that

with

effect

from

the

Signature

Date,

will

bound

under

this

Agreement to the full extent hereof, despite the fact

that –

15.1.1

any

additional

Security

from

the

Cedent

any

other

person

for

the

Secured

Obligations may not be

obtained or may

be released or may

cease to be held for any

other reason;

15.1.2

there

any

intermediate

discharge

settlement

of,

fluctuation

the

Secured

Obligations in which event the

pledge and cession

in securitatem debiti

contained in

this Agreement shall operate as Security for any

indebtedness subsequently arising in

favour of the Debt Guarantor in relation to the Secured Obligations;

15.1.3

the Finance Parties may

agree any amendment of the Finance

Documents (including

any amendment providing for

the increase in the amount

of a Facility or an

additional

facility);

15.1.4

insolvency,

administration,

business

rescue,

reorganisation,

arrangement,

readjustment

debt,

dissolution,

liquidation

similar

proceedings

have

been

instituted by or against the Cedent or any other person;

15.1.5

any Finance

Party may

receive a

dividend or

benefit in

any insolvency,

liquidation,

business rescue or any compromise

or composition, whether in terms

of any statutory

enforcement or the common law;

15.1.6

the Debt Guarantor may grant any indulgences to the

Cedent or may not exercise any

one or more of its rights under the Finance Documents, either timeously or

at all;

15.1.7

any other fact

or circumstance

may arise on which

the Cedent

might otherwise

be able

to rely on a defence based on prejudice, waiver or estoppel.

15.2

If the Cedent suffers

any loss arising

from any of

the facts, circumstances,

acts or omissions

referred to above, it will have no claim against any Finance Party in respect

thereof.

KEEPING, INSPECTION AND DELIVERY OF RECORDS

16.1

The

Cedent

shall

all

times

keep

up-to-date

records

the

Secured

Property

and

shall

comply with

any reasonable

directions the

Facility Agent and/or

the Debt

Guarantor may

give in regard to the keeping of such records.

16.2

The Facility Agent,

Debt Guarantor or

anyone authorised by

either the Facility

Agent or the

Debt Guarantor may at

any time and on

reasonable notice inspect

any of the Cedent's

books

of account

and other

records including

books of

account and

records of

the Secured

Property

in the possession of a third party.

16.3

If the Facility Agent or Debt Guarantor at any time so requests, the

Cedent shall at its own

cost

deliver

the

Debt

Guarantor

its

order

certified

copies

any

the

books

and

records referred to in clauses

16.1

and

16.2

above.

EXEMPTION FROM LIABILITY

Finance Party,

its officers, trustees, agents, beneficiaries,

employees and advisors shall not be

liable for any

loss or damage,

whether direct, indirect,

consequential or otherwise,

suffered by the

Cedent howsoever arising in connection with this Agreement, whether

that loss or damage arises

as a

result of a

breach of contract

(whether total, fundamental

or otherwise), delict

or any

other

cause and whether this Agreement has been

terminated or not, other than as

a result of the gross

negligence or wilful

misconduct of

that Finance

Party. The provision of

this clause

(

Exemption

from liability

)

constitute a stipulation for the benefit of

the Finance Parties capable of acceptance

at any time.

CHANGES TO THE PARTIES

18.1

Transfers by the Debt Guarantor

18.1.1

The Debt Guarantor may cede

any of its rights and/or

delegate any of its

obligations

under this Agreement

to any person

to whom

it cedes any

of its rights

and/or delegates

any of its

obligations under the

Finance Documents. The

Cedent and the

Term/RCF

Borrower

agree

co-operate

and

take

all

such

steps

the

Debt

Guarantor

may

reasonably request to give effect to any such cession or delegation.

18.1.2

The Cedent and the Term/RCF

Borrower agree to any splitting

of claims which may

arise from such a cession and/or delegation.

18.2

Transfers by the Cedent

The

Cedent

may

not

cede any

its rights

nor

delegate

any of

its

obligations under

this

Agreement.

18.3

Transfers by the Term/RCF

Borrower

The Term/RCF

Borrower may not cede any of its rights nor

delegate any of its obligations

under this Agreement

18.4

Changes to Facility Agent

The

Facility

Agent

shall

entitled

cede,

delegate

and/or

transfer

its

rights

and/or

obligations

under

this

Agreement

accordance

with

the

applicable

provisions

the

Common

Terms

Agreement

and

any

Intercreditor

Agreement

and

the

Cedent,

the

Term/RCF

Borrower and Debt

Guarantor hereby irrevocably

and unconditionally consent

to any splitting of rights or claims which may arise from such a cession

and transfer.

NOTICES

19.1

The Parties select as their respective

domicilia citandi et executandi

the physical addresses

contemplated

clause

34.2

(

Addresses

)

the

Common

Terms

Agreement,

and

for

the

purposes of giving

or sending any

notice provided for

or required under

this Agreement, the

said physical addresses as well as the email addresses contained therein.

19.2

The provisions

of clause 34

(

Notices

) of

the Common Terms

Agreement are incorporated

by reference herein,

mutatis mutandis

, as if repeated herein in full in this

Agreement on the

basis that references therein to -

19.2.1

Finance

Documents

and/or

the

Common

Terms

Agreement

shall

construed

references to this Agreement; and

19.2.2

Parties shall be construed as references to the Parties to this Agreement.

GENERAL

20.1

Further Assurances

The Cedent shall generally

promptly do everything that

may be required in order

to comply

with its

obligations under

this Agreement

and as

may otherwise

be required

by the

Debt

Guarantor or

the Facility

Agent, for

the purposes

of and

to give

effect to

this Agreement,

failing which the Debt

Guarantor or the Facility Agent,

may,

to the extent possible, attend

thereto

behalf

the

Cedent

and

recover

demand

from

the

Cedent

any

expenses

incurred in relation thereto.

In particular the

Cedent shall execute and

do all such acts

and

things

the

Debt

Guarantor

the

Facility

Agent,

their

reasonable

discretion,

may

require –

20.1.1

to perfect

or protect

the Security

created (or

intended to

be created)

by this

Agreement;

20.1.2

to preserve

or protect

any of

the rights

of the

Debt Guarantor

or the

Facility Agent

under this Agreement;

20.1.3

enforce

any

Security

created

under

this

Agreement

any

time

after

becomes enforceable;

20.1.4

for the exercise of any power, authority or discretion vested in the Debt Guarantor or

the Facility Agent under this Agreement;

20.1.5

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

in any

such case,

forthwith upon

demand by

the Debt

Guarantor or

the Facility

Agent, to

the maximum extent permitted by law and at the expense of the Cedent.

20.2

Sole Agreement

20.2.1

This Agreement

constitutes the

sole record

of the

agreement between

the Parties

regard to the subject matter hereof.

20.2.2

This Agreement supersedes and replaces

any and all agreements

between the Parties

(and other

persons, as may

be applicable) and

undertakings given to

or on

behalf of

the Parties (and other persons, as

may be applicable) in relation to

the subject matter

hereof.

20.3

No implied terms

No Party shall be bound by any express or implied term, representation, warranty, promise

or the like, not recorded in this Agreement.

20.4

Variations to be in writing

addition

variation,

deletion,

agreed

cancellation

all

any

clauses

provisions of this Agreement will be of

any force or effect unless in

writing and signed by

the Parties.

20.5

Costs and Expenses

The

Term/RCF

Borrower

shall

pay

the

Debt

Guarantor

and/or

the

Facility

Agent

the

amount of all costs and expenses (including legal fees

on the scale as between attorney and

own

client,

whether

incurred

before

after

judgment)

incurred

the

Debt

Guarantor

and/or the Facility Agent in connection with the enforcement of, or the preservation of any

rights under, this Agreement.

20.6

Certificates and Determinations

Any

certification

determination

the

Debt

Guarantor

Facility

Agent

rate

amount

under

any

Finance

Document

is,

the

absence

manifest

error,

prima

facie

evidence of the matters to which it relates.

20.7

Partial Invalidity

If, at any

time, any

provision of

this Agreement

is or becomes

illegal, invalid,

unenforceable

or inoperable in any respect under any law of any jurisdiction,

neither the legality, validity,

enforceability

operation

the

remaining

provisions

nor

the

legality,

validity,

enforceability or operation of such provision under the law of any other jurisdiction will in

any way

be affected

or impaired.

The term

inoperable

in this

clause

20.7

(

Partial Invalidity

)

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

20.8

Provisions severable

All provisions and

the various clauses

of this

Agreement are, notwithstanding the

manner

which they

have

been grouped

together

linked grammatically,

severable from

each

other. Any provision or clause of

this Agreement which

is or becomes unenforceable

in any

jurisdiction, whether

due to

voidness, invalidity,

illegality,

unlawfulness or

for any

other

reason

whatsoever,

shall,

such

jurisdiction

only

and

only

the

extent

that

unenforceable, be

treated as

pro

non scripto

and the

remaining provisions

and clauses

this

Agreement

shall

remain

full

force

and

effect.

The

Parties

declare

that

their

intention that

this Agreement

would be

executed without

such unenforceable

provision if

they were aware of such unenforceability at the time of execution

hereof.

20.9

Rights and remedies

20.9.1

No failure to exercise, nor any delay in

exercising, on the part of the Debt Guarantor

the

Facility Agent,

any right

or remedy

under this

Agreement shall

operate as

waiver,

nor

shall any

single or

partial

exercise

any right

remedy prevent

any

further or other exercise

or the exercise of

any other right or

remedy.

The rights and

remedies of the Debt Guarantor and the Facility Agent under this Agreement

20.9.1.1

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

20.9.1.2

may be exercised as often as the Debt Guarantor or the Facility Agent requires;

and

20.9.1.3

may be waived only in writing and specifically.

20.9.2

Delay in the exercise or non-exercise of any right is not a waiver of

that right.

20.10

Extensions and waivers

No latitude, extension

of time or

other indulgence which

may be given

or allowed by

any

Party to any other

Party in respect of the

performance of any obligation or

enforcement of

any right under this Agreement, and no single or partial exercise of any right by any Party,

shall be

construed to

be an

implied consent

by such

Party or

operate as

a waiver

or a

novation

of, or otherwise affect any

of that Party’s rights under or

in connection with this

Agreement

estop

such

Party

from

enforcing,

any

time

and

without

notice,

strict

and

punctual

compliance with each and every provision or term of this Agreement.

20.11

Renunciation of benefits

The Cedent

renounces, to

the extent

permitted under

any applicable

law, the benefits

of each

of the

legal exceptions

of excussion,

division, revision

of accounts,

no value

received,

errore

calculi

non causa debiti

non numeratae pecuniae

and cession of actions, and declares

that

it understands the meaning

of each such legal

exception and the effect

of such renunciation.

20.12

Independent advice

Each of

the Cedent

and the

Term/RCF Borrower acknowledges

that it

has been

free to

secure

independent legal and other advice

as to the nature and effect of

all of the provisions of this

Agreement and that

it has either

taken such independent

legal and other

advice or dispensed

with

the

necessity

doing

so.

Further,

the

Cedent

and

the

Term/RCF

Borrower

acknowledge

that

all

the

provisions

this

Agreement

and

the

restrictions

therein

contained are part of the overall intention of the Parties in connection

with this Agreement.

20.13

Counterparts

This Agreement

may be

executed in

any number

of counterparts,

and this

has the

same effect

as if the signatures on the counterparts were on a single copy of this Agreement.

GOVERNING LAW

This

Agreement and

any

non-contractual obligations

arising

out

connection

with

governed by South African law.

JURISDICTION

22.1

The Parties

hereby irrevocably

and unconditionally

consent to

the non-exclusive

jurisdiction

the

High

Court

South

Africa

(Gauteng

Local

Division,

Johannesburg)

(or

any

successor to that division) in regard to all matters arising from this Agreement (including a

dispute

relating

the

existence,

validity

termination

this

Agreement

any

non-

contractual obligation arising out of or in connection with this Agreement) (

Dispute

22.2

The Parties

agree that

the courts

of South

Africa are

the most

appropriate and convenient

courts to settle Disputes.

The Parties agree not to argue to the contrary and waive

objection

to this court

on the grounds of

inconvenient forum or otherwise

in relation to

proceedings

in connection with this Agreement.

22.3

Clause

(

Jurisdiction

)

is for the benefit of the Debt Guarantor and the Facility Agent. As

a result,

neither the Debt

Guarantor nor the

Facility Agent shall

be prevented from

taking

proceedings relating to a Dispute

in any other court with

jurisdiction. To the extent allowed

by law, the Debt Guarantor and the Facility Agent may take concurrent proceedings in any

number of jurisdictions.

ANNEXURE

- FORM OF RESOLUTION

RESOLUTIONS PASSED BY THE WRITTEN CONSENT OF THE [SOLE] DIRECTOR[S]

OF LESAKA TECHNOLOGIES PROPRIETARY LIMITED (REGISTRATION NUMBER

2002/031446/07)

(the "Company")

WHEREAS –

Lesaka

Technologies,

Inc

(

Cedent

)

has

concluded

will

conclude

written

pledge

and

cession

security

(as

amended,

restated,

supplemented

and/or

replaced

from

time

time)

(the

Pledge

and

Cession in Security

) with,

inter alios

, Bowwood and

Main No 408

(RF) Proprietary Limited

(the

Debt

Guarantor

) and FirstRand

Bank Limited (acting through

its Rand Merchant Bank

division) (as facility

agent).

Unless otherwise defined herein, words and expressions defined in the Pledge and Cession in Security

have the meaning when used herein.

Under

the

Pledge

and

Cession

Security,

the

Cedent,

inter

alia,

pledges

the

and

cedes

securitatem debiti

the Shareholder & Group Claims,

to the Debt Guarantor.

RESOLVED THAT

RESOLUTION 1

The Company notes and gives its consent to the pledge and cession in security of the Shares and

Shareholder &

Group Claims,

as applicable,

by the Cedent

to and

in favour

of the

Debt Guarantor.

RESOLUTION 2

The Company consents to any

transfer of the Shares

and Shareholder & Group Claims

pursuant

to any enforcement by the Debt Guarantor of its rights under the Pledge

and Cession in Security.

RESOLUTION 3

Any director of the Company is hereby authorised to sign any document necessary to give effect

to resolution number 1 and resolution 2 above.

[signatures of all directors]

ANNEXURE

- NOTICE TO BANK

FirstRand Bank Limited

(the

Bank

you

)

[

Insert email address and Attention

]

From

Lesaka Technologies, Inc (the

Cedent

)

[

Insert email address and Attention

]

And

Bowwood and Main No 408 (RF) Proprietary Limited (the

Debt Guarantor

)

[

Insert Address and Attention

]

Copy

FirstRand Bank

Limited (acting

through its

Rand Merchant

Bank division)

(the

Facility

Agent

)

[

Insert Address and Attention

]

Dear all

Notice of cession

in securitatem debiti

refer

the

written

pledge

and

cession

security

agreement

(as

amended,

restated,

supplemented and/or replaced from time to time) concluded between,

inter alios

, the Cedent and

the Debt Guarantor (

Pledge and Cession in Security

In this notice,

words and expressions

defined in the

Pledge and Cession

in Security have

the same

meaning where used in this notice.

This notice

constitutes notice

from the

Cedent and

the Debt

Guarantor to

you that

under the

Pledge

and

Cession

Security

the

Cedent

has

ceded

securitatem

debiti,

favour

the

Debt

Guarantor,

inter alia

, all of

its rights and

interests in and

to the bank

account that it

maintains with

you

under

the

following

account

number

[●]

(including

all

its

claims

respect

amounts

standing to the credit of such bank account from time to time) (the "

Secured Account

").

The Cedent hereby irrevocably instructs and authorises you

to disclose to the Debt Guarantor

the

Facility Agent

any information

relating to

the Secured

Account requested

from you

by the

Debt Guarantor or the Facility Agent.

The Cedent

hereby irrevocably instructs

and authorises you

with effect

from the

date on

which

the Debt

Guarantor notifies

you in

writing that

an Event

of Default

has occurred

and is

continuing,

and thereafter until otherwise notified by the Debt Guarantor, to –

5.1

comply with the terms of any

written notice or instruction relating to

the Secured Account

received by you

from the Debt

Guarantor or the

Facility Agent (acting

on behalf of

or for

the benefit of the Debt Guarantor);

5.2

hold

all

sums

standing

the

credit

the

Secured

Account

the

order

the

Debt

Guarantor;

5.3

pay or release any

sum standing to

the credit of the

Secured Account in

accordance with the

written instructions of the Debt

Guarantor or the Facility Agent (acting

on behalf of or for

the benefit of the Debt Guarantor); and

5.4

pay

all

sums

received

by you

for

the

account

the

Cedent

the

credit

the

Secured

Account with you.

The Cedent acknowledges

that you may

comply with the

instructions in this

notice without any

further permission from us

and without any

enquiry by you as

to the justification for

or validity

of any request, notice or instruction.

The instructions in this notice may

not be revoked or amended without

the prior written consent

of the

Facility Agent

(acting on

behalf of

or for

the benefit

of the

Debt Guarantor)

or the

Debt

Guarantor.

This notice and

any non-contractual obligations

arising out of

or in connection

with it is governed

by the laws of South Africa.

Please send a signed version of the acknowledgement attached as schedule 1

of this notice confirming

your agreement to the above.

Yours

faithfully,

For and on behalf of

Lesaka Technologies, Inc

(as

Cedent

)

Signature

Name of Signatory

Designation of Signatory

For and on behalf of

Bowwood and Main No 408

(RF) Proprietary Limited

(as

Debt

Guarantor

)

Signature

Name of Signatory

Designation of Signatory

Schedule 1: Form of acknowledgement

PRIVATE

AND CONFIDENTIAL

The Cedent:

The Cessionary:

Date: _____________

Dear Sirs

NOTICE IN RESPECT OF CESSION IN SECURITY ("NOTICE")

We, [RELEVANT

BANK], acknowledge receipt of, and refer to, the following

documents:

1.1

the

written

agreement

titled

Pledge

and

Cession

Security

Agreement

(the

Cession

Security

) executed by

[●] (Registration Number

[●]) (the

Cedent

) dated [●]

202___ in favour

of [●]

(Registration number

[●]) (the

Cessionary

) in

terms of

which,

inter alia

, the

Cedent agreed

to cede

in securitatem debiti

in favour of the Cessionary all of

its rights, title and interests in and

to the bank

accounts listed

in Schedule 1

hereto (

Known Bank Accounts

) and held

by them with

[

RELEVANT

BANK

], from

time to

time (

Future Bank

Accounts

) (the

Known Bank Accounts

and the Future Bank accounts collectively referred to as the

Bank Accounts

); and

1.2

the written notification in respect of the Cession in Security from

the Cedent to [

RELEVANT

BANK

], dated [●] 202___ (the

Cedent’s Notice

Unless specifically

defined in this

Notice, terms

and expressions defined

in the Cession

in Security

shall

bear

the

same

meaning

when

used

herein.

For

the

sake

clarity,

notwithstanding

the

definition of the “

Secured Property

” in the Cession in Security, the provisions of this Notice shall

only apply in respect of the Bank Accounts.

[RELEVANT

BANK],

hereby

consents

the

cession

the

Bank

Accounts

terms

the

Cession in Security,

subject to the terms of this Notice. Subject to

paragraphs 4 and 5 below,

and

following delivery

of a

written notification

purportedly from

the Cessionary

substantially in

the

form of Schedule 2 hereto, in terms of

which, amongst other things, the Cessionary confirms that

it has

become entitled

to enforce

its rights

under the

Cession in

Security (the

Enforcement Notice

[RELEVANT

BANK], undertakes:

3.1

in respect

of the

Known Bank

Accounts by

0h00 (midnight)

on the

date that

falls 1

(one) Business

Day (being a

day which is

not a

Saturday,

Sunday or official

public holiday in

the Republic of

South Africa) (Business Day) following the date of receipt of the Enforcement

Notice; and

3.2

in respect

of the

Future Bank

Accounts, by

0h00 (midnight)

on the

date that

falls 2

(two) Business

Days following the date of receipt of the Enforcement Notice,

(the date and time of

the expiration of the above periods referred

to as the

Enforcement Date

to:

3.3

comply with the

terms of any

written notice or

instruction relating

to the Bank

Accounts received

from the Cessionary;

3.4

only

permit

withdrawals

from

the

Bank

Accounts

with

the

prior

written

consent

the

Cessionary;

3.5

hold all sums standing to the credit of the Bank Accounts to the order

of the Cessionary;

3.6

subject

clause

5.12,

provide

the

Cessionary

with

such

information

concerning

the

Bank

Accounts as the Cessionary may from time to time require; and

3.7

pay

the

Final

Balance (as

such

term

defined in

paragraph 5.10

below)

the

bank

account

stipulated in writing by the Cessionary for such purpose.

The

Cessionary

hereby

undertakes

address

the

Enforcement

Notice

the

following

[

RELEVANT BANK

], representatives at the following email addresses:

4.1

[RELEVANT

BANK], Corporate Legal – [

INSERT NAME AND EMAIL ADDRESS];

4.2

Relationship Manager in respect of the Cedent, [

INSERT NAME AND EMAIL ADDRESS

];

4.3

Relationship Analyst in respect of the Cedent, [

INSERT NAME AND EMAIL ADDRESS

];

4.4

Credit Evaluation Manager in respect of the Cedent, [

INSERT NAME AND EMAIL ADDRESS

];

or any

other person

occupying such

role/s on

the date

of the

Enforcement Notice, as

advised by

[

RELEVANT BANK

], in writing to

the Cessionary in terms of

paragraph 6.8 below,

on request of

the

Cessionary,

and

deliver

same

original

duplicate

form

[RELEVANT

BANK],

’s

domicilium address

as specified

below,

including to

[RELEVANT

BANK], ’s

Sandton address.

The requirement

to deliver

an Enforcement

Notice to

the persons

at the

addresses set

out in

this

Notice, is

a requirement

for the

benefit of

[RELEVANT

BANK], only.

[RELEVANT

BANK],

shall be entitled to waive

strict conformance with the

aforegoing, in its sole discretion

and without

notice to the Cessionary and/or Cedent.

[RELEVANT

BANK], the Cedent and the

Cessionary (individually, a

Party and collectively,

the

Parties) hereby agree and confirm that:

5.1

[RELEVANT

BANK], shall not

be required to

verify whether or

not the Cessionary

is entitled

to enforce its rights under the Cession in Security;

5.2

the Cedent, by

its signature

hereto, expressly

consents to

the provision

by [RELEVANT BANK],

of all

such information

as may

be required

in respect

of the

Bank Accounts

to the

Cessionary

with effect from the date of signature

of this Notice by the Cedent

and the Cedent hereby waives

any right of confidentiality (if any)

to which it would otherwise

have been entitled to in respect

any

disclosure

any

statement,

notice

information

[RELEVANT

BANK],

the

Cessionary in terms hereof;

5.3

[RELEVANT

BANK],

shall

not

required

determine

the

lawfulness

validity

the

Enforcement

Notice,

the

correctness

thereof

whether

the

Enforcement

Notice

has

been

properly authorized or signed by the Cessionary;

5.4

[RELEVANT

BANK], shall not be required to act on or comply with the Enforcement Notice

doing

would

contravention

any

law,

regulation

requirement

any

judicial,

governmental, supervisory

or regulatory

body,

court of

law or

legal process,

it being

recorded

that if the

aforegoing is applicable

at the time

of receiving an

Enforcement Notice, [RELEVANT

BANK], shall notify the Cessionary accordingly;

5.5

it is recorded that by operation

of law,

[RELEVANT

BANK], will suspend the operation of the

Bank Accounts upon it becoming aware that any

business rescue proceedings have commenced

in respect of the

Cedent, or that an

application for the liquidation (whether

provisional or final)

of the

Cedent, has

been lodged

and such

Bank Accounts

shall only

be operated

by and

on the

instructions of the business

rescue practitioner or the

liquidator (as applicable). If

the Cessionary

requests in

writing as

to whether

a particular

Bank Account

has been

suspended and

provides

[RELEVANT

BANK],

with

the

details

such

Bank

Account,

[RELEVANT

BANK],

shall

notify the Cessionary accordingly;

5.6

[RELEVANT

BANK], shall not be required to

act on or comply with

the Enforcement Notice in

relation to (i) the

transfer of Final Balances/s

into an account nominated

by the Cessionary or

(ii)

the

suspension

the

Bank

Accounts

after

the

date

which

any

business

rescue

proceedings

have

commenced

respect

the

Cedent,

application

for

the

liquidation

(whether provisional or

final) of the

Cedent has been

lodged unless, (i)

[RELEVANT

BANK],

receives consent from the business rescue practitioner of the Cedent, or

(ii) it is instructed to do

so by the business rescue practitioner

or the liquidator or (iii) it is

instructed to do so by a

court

order;

5.7

the Cedent

undertakes to

inform all

the relevant

individuals listed

in paragraph

4 above,

if the

Cedent becomes subject to liquidation proceedings;

5.8

[RELEVANT

BANK], shall

not be

obliged to

voluntarily become party

and/or to

join itself

any claim or

dispute of any nature

which any party (including,

inter alia, the

Cedent and/or the

Cessionary) may allege;

5.9

notwithstanding

any

other

provision

hereof,

the

Cedent

and

the

Cessionary

hereby

further

acknowledge and agree

that, prior to

the Enforcement Date,

[RELEVANT BANK], is not able to

control the flow

of funds into

or out of

the Bank Accounts

due to the

transactional nature thereof.

As such,

[RELEVANT BANK], is not

able to

guarantee and/or

give the

Cessionary any

assurance

as to

the amount

of funds

available in

the Bank

Accounts to

be recovered

by the

Cessionary under

the

Cession in

Security; accordingly,

[RELEVANT

BANK], shall

not,

any time

before the

Enforcement Date,

be obliged

to load a

pledge indicator

on the Bank

Accounts, or

otherwise treat

the rights to

the balances from

time to time

on such accounts

as having been

ceded in terms

the Cession in Security;

5.10

in the event that [RELEVANT

BANK], suspends the operation of the Bank Accounts following

receipt of an

Enforcement Notice, [RELEVANT

BANK], will

only be in

a position to

confirm

the final balance

of the Bank

Accounts, on the

Enforcement Date (Final

Balance), which Final

Balance will remain subject

to correction, late entries and

is further subject to the

provisions of

paragraph 5.19, 5.20 and 5.21;

5.11

the Cessionary undertakes in favour of [RELEVANT

BANK], that it shall not cede

its rights or

delegate

its

obligations

under

the

Cession

Security

any

other

party

unless,

prior

to,

simultaneously with such cession, delegation or

transfer, the new Cessionary has acceded to this

Notice by delivering to the

Parties an accession undertaking

substantially in the form

attached as

Schedule 3 hereto. The Cedent hereby agrees to such accession under this

Notice;

5.12

soon

practicably

possible

after

receipt

written

notification

purportedly

from

the

Cessionary

substantially

the

form

Schedule

hereto,

terms

which

the

Cessionary

requests

certain

information

relation

the

Known

Bank

Accounts

(Information

Notice)

[RELEVANT

BANK],

shall

provide

the

Cessionary,

with

such

information

concerning

the

Known Bank Accounts as

the Cessionary may from

time to time

require under the Information

Notice;

5.13

[RELEVANT

BANK], shall, as soon as practicably

possible following receipt of an

Information

Notice

this effect

from the

Cessionary,

notify the

Cessionary of

the

closure of

any Known

Bank Accounts it

is aware of

as at the

date of receipt

of the Information

Notice to this

effect from

the Cessionary;

5.14

the

Cedents

and

the

Cessionary,

undertake

promptly

provide

[RELEVANT

BANK],

with

written notification of the termination or cancellation of the Cession in Security;

5.15

after the Enforcement Date,

[RELEVANT BANK], will not act on any instruction

received from

the Cedent in respect of the

Bank Accounts unless [RELEVANT BANK], has obtained the prior

consent of

the Cessionary

and [RELEVANT

BANK], shall

advise the

Cessionary if

any third

party seeks to enforce any rights against the Bank Accounts;

5.16

subsequent to the delivery

of the Enforcement Notice,

the Cessionary undertakes to

do all such

things and

provide all

such documents

as may

be required

by [RELEVANT

BANK], in

order

that [RELEVANT BANK], complies with all applicable legislative

and regulatory requirements,

including, without limitation, any “Know Your Client” requirements;

5.17

the

Cedent

and

the

Cessionary

hereby

waive

any

claims

they

may

have

obtain

against

[RELEVANT BANK], arising directly or indirectly from any

losses or damages which

they may

suffer

result

[RELEVANT

BANK],

acting

terms

the

Enforcement

Notice

Information Notice, unless [RELEVANT BANK], has acted with gross negligence

and/or wilful

default;

5.18

the

Cedent

hereby

indemnifies

[RELEVANT

BANK],

respect

any

claims,

demands

actions

made

against

[RELEVANT

BANK],

losses,

damages

expenses

and/or

legal

costs

(including on

a scale

of attorney-own-client) suffered

by [RELEVANT

BANK], in

connection

with

this

Notice

and/or

the

delivery

Enforcement

Notice

Information

Notice

and

[RELEVANT

BANK], ’s

actioning of

such Enforcement

Notice or

Information Notice,

unless

[RELEVANT

BANK], has acted with gross negligence, fraud or wilful default;

5.19

notwithstanding any provision hereof, [RELEVANT BANK], reserves the right to:

5.19.1

close, cancel or suspend the operation of the Bank Accounts; and/or

5.19.2

include

the

Bank

Accounts on

any

its

cash

management services

(the

Service/s) and

accordingly

exercise

its

rights

the

operation

automatic

set-off

and/or

its

rights

combination of accounts, up until the Enforcement Date;

5.20

the rights of the Cessionary

will be subject to the

provisions of this Notice

and specifically to the

automatic

set-off

which

will

operate

respect

the

balances

the

Bank

Accounts

accordance with the Service/s and/or in terms of law, up until the Enforcement Date;

5.21

to the extent that:

5.21.1

the

Bank

Accounts

form

part

any

contractual

netting

arrangement,

cash

management

scheme

similar

arrangement

(Arrangement),

[RELEVANT

BANK],

will

take

action

remove the

Bank Accounts

from the

Arrangement following

the receipt

of an

Enforcement

Notice and be entitled to

debit the Bank Accounts in respect

of any amounts due under

such

Arrangement until their removal from any Arrangement is effected;

5.21.2

there are any

debit orders, salary

files, pre-loaded payment

runs or other

post-dated debits

that

are automated and have, or will ,be processed, including those which may not

yet be debited

to the Bank Accounts, [RELEVANT BANK], will despite service of

the Enforcement Action

be entitled to permit these payments to run and honour these debits;

and

both

the

Cedent

and the

Cessionary herby

indemnify

[RELEVANT

BANK], and

hold

[RELEVANT

BANK],

harmless

respect

all

claims,

demands

actions

made

against

[RELEVANT

BANK], or

losses, damages expenses

and/or legal costs

(including on

a scale

attorney-own-client)

suffered

[RELEVANT

BANK],

connection

with

[RELEVANT

BANK], acting in accordance with this clause;

5.22

[RELEVANT

BANK], shall

be entitled,

but not

obliged, from

time to

amend, vary

alter, by written notice to

each of the Cedents

and the Cessionary

at the domicilium

addresses set

out in this Notice, the details in paragraph 4 above;

5.23

other than what is

stipulated herein, [RELEVANT BANK], makes no undertaking

whatsoever in

relation

the

Bank

Accounts,

the

Enforcement

Notice,

the

Information

Notice

and/or

the

Cession in Security; and

5.24

[RELEVANT

BANK], does not confirm the validity or otherwise of the Cession in Security.

General

6.1

Limitation of Liability

Notwithstanding anything to the contrary contained in this Notice, the Parties shall not be liable

to each other for any indirect or consequential loss or damage, including without

limitation, loss

profit,

revenue,

anticipated

savings,

business

transactions

goodwill

other

contracts

whether arising from negligence or breach of contract.

6.2

Certificate

certificate

signed

any

manager

director

[RELEVANT

BANK],

(whose

authority,

qualification

appointment

need

not

proved)

setting

out

the

Final

Balance

any

other

amount

respect

the

Bank

Accounts,

the

rates

interest

any

other

fact,

shall,

upon

presentation, be prima facie proof of the facts contained therein.

6.3

Governing Law

The

laws

the

Republic

South

Africa

shall

govern

the

validity,

interpretation

and

performance of this Notice and the courts of South Africa shall have

sole jurisdiction.

6.4

Severability

The invalidity, illegality

or unenforceability

of any

of the

provisions of

this Notice

shall not

affect

the validity, legality and enforceability of the remaining provisions of this Notice.

6.5

No Waiver

The failure of either Party to

insist upon the strict performance

of any provision of this

Notice or

to exercise

any right,

power or

remedy consequent

upon a

breach hereof

shall not

constitute a

waiver by such Party to require strict and punctual compliance with each and every provision of

this Notice.

6.6

Entire Agreement and Variation

6.6.1

This Notice embodies the entire agreement between the Parties in relation to the consent and

acknowledgement of

[RELEVANT BANK], of the Cession

in Security

of the Bank

Accounts.

6.6.2

this

Notice, words

importing the

singular shall

include the

plural and

vice versa,

words

importing the masculine gender shall include the feminine and neuter genders and vice versa

and words importing natural persons shall include legal persons and

vice versa.

6.6.3

No amendment

or variation

of any

of the

provisions of

this Notice

shall be

of any

force or

effect unless reduced

to writing and

signed by all

the Parties. This

requirement will only

satisfied

such

amendment

variation

made

written,

paper

based

form.

The

provisions of the Electronic Communications and Transactions Act 25 of 2002 are expressly

excluded from this paragraph 6.6.

6.7

Consent to Jurisdiction

The Parties hereby consent

to the non-exclusive

jurisdiction of the High

Court of South Africa

respect of any proceedings in connection with this Notice.

6.8

Notices and Domicilium

6.8.1

The

Parties

choose

their

domicilium citandi

executandi

(address

for

purpose

legal

proceedings and legal notices) their respective addresses set out in paragraph

6.8.2 below, at

which addresses all processes and notices arising out of or in connection with this Notice, its

breach or termination shall be served upon or delivered to the Parties.

6.8.2

For the purpose of this Notice, the Parties' domicilium citandi et executandi

is:

6.8.2.1

as regards [RELEVANT

BANK],

Attention:

[●]

With a copy to be sent to:

[●]

6.8.2.2

as regards the Cedent:

Attention:

[insert]

[insert full address including street name, area and area code]

Email:

[●];

6.8.2.3

as regards the Cessionary:

Attention:

[insert]

[insert full address including street name, area and area code]

Email:

[●];

or at

such other

physical address,

not being

a post

office box

or poste

restante, of

which the

Party concerned may notify the others in writing.

6.8.3

Any notice given in terms of this Notice shall be in writing and shall

6.8.3.1

delivered by

hand be

deemed to

have been

duly

received by

the

addressee on

the

first

Business Day after the date of delivery;

6.8.3.2

if posted

by prepaid registered

post be

deemed to

have been received

by the

addressee on

the 8th Business Day following the date of such posting;

6.8.3.3

if transmitted by facsimile be deemed to have been received by the addressee one Business

Day after the date of despatch;

6.8.3.4

sent

electronically,

shall

deemed

have

been

received

the

first

Business

Day

following the

successful transmission

thereof as

evidenced by

the electronic

confirmation

of receipt (unless the contrary is proven).

6.8.4

It is recorded for

the avoidance of doubt

that a legal notice

sent by a Party

shall not be regarded

as valid legal notice, if sent electronically in terms of this paragraph

6.8.3.4.

6.8.5

Notwithstanding anything

the

contrary contained

or implied

this

Notice, but

subject to

paragraph 6.8.4

above and

paragraph 6.9

below,

a written

notice or

communication actually

received by one

of the Parties

from another including

by way of

email or facsimile

transmission

shall be adequate written notice or communication to such Party.

6.9

Fax and Email Indemnity

6.9.1

The Cedent and Cessionary:

6.9.1.1

acknowledge that it is

not practical for [RELEVANT

BANK], to establish the

authenticity

of instructions that, on the face of such document(s), purports to emanate from a Cedent

the

Cessionary

terms

this

Notice

(“Instructions”),

that

establish

whether

such

Instructions are

fraudulent, authentic

duly

authorised or

whether the

Instructions were

signed by duly authorised representatives;

6.9.1.2

agree

that

[RELEVANT

BANK],

not

held

liable

for

Instructions

which

are

fraudulent,

unauthentic,

unauthorised

signed

unauthorised

representatives

(“Fraudulent or

Unauthorised Instructions”),

any errors

or delays

in transmissions,

or any

misinterpretation on receipt of an Instruction; and

6.9.1.3

waive any rights that it may have or obtain now or in future against [RELEVANT BANK],

arising directly

or indirectly from

any losses

or damages

which any of

the Cedents and/or

Cessionary

may

suffer

result

[RELEVANT

BANK],

acting

declining

act

(wholly or

in part)

on any

Fraudulent or

Unauthorised Instruction

(save for

instances of

gross

negligence and

wilful default),

and each

of the

Cedent and

the Cessionary, hereby

indemnify

[RELEVANT

BANK],

respect

any

claims,

demands

actions

made

against

[RELEVANT

BANK], or losses or damages suffered by [RELEVANT

BANK], because it

so acted or declined to act, excluding losses arising solely and

exclusively from the proven

unlawful,

grossly

negligent

fraudulent

acts

[RELEVANT

BANK],

and/or

its

employees.

6.10

Counterparts

This Notice may

be signed in

counterparts and the

copies signed in

counterpart shall constitute

the agreement between the Parties.

Save

specifically

contemplated

this

Notice,

this

Notice

given

without

prejudice

[RELEVANT BANK], or any

of its

rights, and

[RELEVANT BANK], hereby reserves

all its

rights

in respect of the Bank Accounts.

Kindly confirm

your acceptance

of the

terms and

conditions of

this Notice

by signing

and returning

an originally signed copy to us within 30 days from the date of

this Notice.

If we do not receive

the originally signed copy

from both the Cedent

and the Cessionary within

(thirty) days of the date of this Notice then:

9.1

according to the

terms of our

agreements with the

Cedent, the Cedent

may not cede

or transfer

any

its

rights

obligations

(duties)

connection

with

their

bank

accounts

held

with

without our prior written consent; and

9.2

we do not consent to the cession as requested; and

9.3

will

not

acting

accordance

with

the

request in

the

cession

notice

any

subsequent

requests in connection therewith; and

9.4

for the avoidance of doubt,

we will not be liable to

the Cessionary or the Cedent

in respect of the

cession contemplated in this

Notice and will continue

to conduct our relations

with the Cedent in

accordance with the ordinary banker/client relationship.

[

TO BE SIGNED BY ACCOUNT BANK

]

SIGNED

____________________

THE

___________

DAY

_________________________________ 202___

For and on behalf of [RELEVANT BANK], ACTING THROUGH ITS [●] DIVISION

Signature

________________________

Full Names

________________________

Designation

________________________

SIGNED

____________________

THE

___________

DAY

__________________________________ 202__

For and on behalf of [RELEVANT BANK], ACTING THROUGH ITS [●] DIVISION

Signature

________________________

Full Names

________________________

Designation

________________________

SCHEDULE 1

BANK ACCOUNTS

NAME OF ACCOUNT

[RELEVANT BANK], ACCOUNT NUMBER

SCHEDULE 2

SPECIMEN

ENFORCEMENT

NOTICE

PLACED

CESSIONARY’S

LETTERHEAD

Attention:

With a copy to be sent to each Cedent specified in the Notice

Date:

Dear Sirs

ENFORCEMENT NOTICE

We,

_______________ (“the

Cessionary

”)

refer

the

Notice

respect

the

Cession

Security

provided

(“[RELEVANT

BANK],”)

by____________

(the

Cedent

)

and

the

Cessionary

dated

____________ (“the

Notice

”).

Unless specifically

defined in

this Enforcement

Notice, terms

and expressions

defined in

the Notice

shall bear the same meaning when used herein.

The Cessionary hereby confirms that it is entitled to enforce its rights under the Cession in

Security in

respect of Bank

Accounts listed in the table

below, and

as well as all

other bank accounts held

by the

Cedent with the Bank as at the date of response to this Enforcement Notice.

Accordingly,

this

letter

serves

formal

Enforcement

Notice

the

Cessionary

[RELEVANT

BANK], as is contemplated in the Notice, in respect of the Bank

Accounts.

(*please select the appropriate option/s)

*Option 1

The Cessionary hereby requests [RELEVANT BANK], to provide it with the following information in

respect of the Known Bank Accounts which are listed below:

[●]

as well

as all other

bank accounts held

by the Cedent

with the Bank

as at the

date of response

to this

Enforcement Notice:

[insert information]

AND/OR

*Option 2

The Cessionary hereby requests [RELEVANT

BANK], to confirm the Final

Balance in respect of the

Bank Accounts which

are listed below

as well as

all other bank accounts

held by the

Cedent with the

Bank as at the date of response to this Enforcement Notice.

AND/OR

*Option 3

The Cessionary

hereby requests

[RELEVANT

BANK], to

suspend the

operation of,

and confirm

the

Final Balances of,

the Bank

Accounts which are

listed below as

well all

other bank accounts

held by

the Cedent with the Bank as at the date of response to this Enforcement

Notice.

The

Cessionary

further

requests

[RELEVANT

BANK],

transfer

the

Final

Balance/s

into

account

number

___________ (“the

Cessionary’s

Account”) on

before the

________ day

______ 20_,

subject to paragraph 5.10 of the Notice.

Name of Account

[RELEVANT

BANK]

Account Number

[●]

Final Balance

[●]

Kindly

acknowledge

receipt

this

Enforcement

Notice

replying

the

following

address_________.

Yours

Faithfully

Signed at ______________on the _____________day of ________________20___

___________________

Cessionary’s Authorised Signatory 1

Name:

___________________

Capacity:

___________________

Signature:

___________________

Cessionary’s Authorised Signatory 2

Name:

___________________

Capacity:

___________________

Signature:

__________________

SCHEDULE 3

SPECIMEN

ACCESSION

UNDERTAKING

PLACED

NEW

CESSIONARY’S

LETTERHEAD

Attention:

With a copy to be sent to each Cedent specified in the Notice

Date:

Dear Sirs

ACCESSION UNDERTAKING

We,

_______________ (the

New Cessionary

) refer to the Notice in respect of the Cession in Security

provided

([RELEVANT

BANK],

)

____________ (the

Cedent

)

and

the

_____________

(the

Transferring Cessionary

) dated ____________ (the

Notice

Unless specifically defined in this

accession undertaking, terms and expressions defined

in the Notice

shall bear the same meaning when used herein.

The Transferring

Cessionary,

by its

signature hereto,

hereby confirms

that it

has ceded,

delegated or

otherwise transferred its rights under the Cession in Security and Notice to

the New Cessionary.

The New Cessionary hereby

confirms that it has accepted

the rights and obligations

of the Transferring

Cessionary under the Cession in

Security and the Notice. Accordingly, with effect from

the date of this

accession undertaking, all references to

the “Cessionary” under the Notice

shall be deemed to refer

the New Cessionary.

Kindly

acknowledge

receipt

this

Enforcement

Notice

replying

the

following

address_________.

Yours

Faithfully

Signed at ______________on the _____________day of ________________20___

______________________________

New Cessionary’s Authorized Signatory 1

Name:

___________________

Capacity:

___________________

Signature:

___________________

______________________________

New Cessionary’s Authorized Signatory 2

Name:

___________________

Capacity:

___________________

Signature:

___________________

______________________________

Transferring Cessionary’s Authorized Signatory 1

Name:

___________________

Capacity:

___________________

Signature:

___________________

______________________________

Transferring Cessionary’s Authorized Signatory 2

Name:

___________________

Capacity:

___________________

Signature:

___________________

SCHEDULE 4

SPECIMEN INFORMATION NOTICE

TO BE

PLACED ON

CESSIONARY’S LETTERHEAD

Attention:

With a copy to be sent to each Cedent specified in the Notice

Date: ____________

Dear Sirs

INFORMATION NOTICE

We,

_______________ (“the

Cessionary

”)

refer

the

Notice

respect

the

Cession

Security

provided

(“[RELEVANT

BANK],”)

____________

(the

Cedent

)

and

the

Cessionary

dated

____________ (“the

Notice

”).

Unless specifically

defined in

this Information

Notice, terms

and expressions

defined in

the Notice

shall

bear the same meaning when used herein.

The Cessionary hereby confirms that it is entitled to enforce its rights under the Cession in

Security in

respect of Bank

Accounts listed in the table

below, and

as well as all

other bank accounts held

by the

Cedent with the Bank as at the date of response to this Information Notice.

Accordingly,

this

letter

serves

formal

Information

Notice

the

Cessionary

[RELEVANT

BANK], as is contemplated in the Notice, in respect of the Bank

Accounts.

The Cessionary hereby requests [RELEVANT BANK], to provide it with the following information in

respect of the Known Bank Accounts which are listed below:

Name of Account

[RELEVANT

BANK]

Account Number

[●]

as well as the

all other bank accounts

held by the Cedent

with the Bank as

at the date of

response to this

Enforcement Notice:

[insert information requested]

Kindly

acknowledge

receipt

this

Information

Notice

replying

the

following

address_________.

Yours

Faithfully

Signed at ______________on the _____________day of ________________20___

___________________

Cessionary’s Authorised Signatory 1

Name:

___________________

Capacity:

___________________

Signature:

___________________

Cessionary’s Authorised Signatory 2

Name:

___________________

Capacity:

___________________

Signature:

___________________

SIGNATURE PAGES

Signed at Parkhurst

on 27 February

2025

for

LESAKA TECHNOLOGIES, INC.

(in its

capacity as

Cedent

)

/s/ Daniel Smith

Signature

Daniel Smith

Name of Signatory

Group Chief Financial Officer

Designation of Signatory

Signed at CAPE TOWN

on 27 February

2025

for

LESAKA TECHNOLOGIES

PROPRIETARY LIMITED

(in its capacity

obligors' agent

and

Term/RCF

Borrower

)

/s/ Naeem Ebrahim Kola

Signature

Naeem Ebrahim Kola

Name of Signatory

GCOO

Designation of Signatory

Signed at Woodmead

on 27 February

2025

for

BOWWOOD AND MAIN NO 408 (RF)

PROPRIETARY LIMITED

(in its capacity

Debt Guarantor

)

/s/ Phillemon Ledwaba

Signature

Phillemon Ledwaba

Name of Signatory

Duly Authorised

Designation of Signatory

Signed at Sandon

on 27 February

2025

for

FIRSTRAND BANK LIMITED (ACTING

THROUGH ITS RAND MERCHANT

BANK DIVISION)

(in its capacity as

Facility Agent

)

/s/ Kedy Mazibuko

Signature

Kedy Mazibuko

Name of Signatory

Authorised

Designation of Signatory

/s/ Eric Mphohoni

Signature

Eric Mphohoni

Name of Signatory

Authorised Signatory

Designation of Signatory