3C means 3C Telecommunications Proprietary Limited , a company incorporated in South Africa under registration number 1999/010091/07;

Accounting Principles means the latest accounting principles, policies and generally accepted accounting practice applied by the Company in accordance with all Applicable Laws and IFRS, consistently applied, and consistent with past accounting and management practice as is contained and/or reflected in the Annual Financial Statements;

Affiliate means:

in relation to any Undertaking, any subsidiary (or its equivalent) or any parent Undertaking (namely, a holding company or its equivalent) of that Undertaking and any subsidiary (or its equivalent) of any such parent Undertaking (namely, a holding company or its equivalent), in each case from time to time; and

in relation to an individual means a Related Person or any Undertaking (including any trusts) in which such individual or his/her Related Person has ownership or a Controlling Interest;

AFSA has the meaning given to it in clause 14.3;

Aggrieved Party has the meaning given to it in clause 10.1;

Agreed Form means, in relation to a document, the form of that document which has been initialed for the purpose of identification by or on behalf of 3C and the Subscribing Parties (in each case as validly amended, substituted, varied, novated, revived, replaced, restated and/or supplemented from time to time);

Agreement means this equity implementation agreement and includes the Schedules which shall form part of it;

Annual Financial Statements means the signed consolidated audited financial statements of the Group for the year ended December 2016, prepared in accordance with the Accounting Principles and including the audited: (i) balance sheet; (ii) income statement; (iii) cash flow statement; and (iv) statement of changes in equity, including related notes and schedules thereto;

Applicable Law means any laws, by-laws, statutes, rules, regulations, subordinate legislation, orders, ordinances, notices, notifications, directions, restrictions, common law, judgments, decrees, circulars, decisions or other requirements or directives of any Governmental Entity, and includes the Companies Act, the Currency and Exchanges Act, anti-bribery legislation, as well as any protocols, policies, codes, guidelines, standards, resolutions, guidance notes and any interpretation of any of the foregoing by a Governmental Entity, in all cases only to the extent that they have the force of law;

Approvals means, as applicable, licences, permits, permissions, authorisations, rights, consents, clarifications, approvals, clearances, confirmations, waivers, exemptions and registrations from any Governmental Entity, including without limitation any licences and registrations under Applicable Law relating to Tax;

Associates means Undertakings where a minority part of the shares or portion of the other interest in such Undertaking is held by a member of the Group but where such Undertaking does not form part of the Group and is not consolidated into the financial accounts of the Company;

BLT means The Prepaid Company Proprietary Limited, a company incorporated in South Africa under registration number 1999/016716/07;

BLT Parent means Blue Label Telecoms Limited, a company incorporated in South Africa under registration number 2006/022679/06;

BLT Subscription Agreement means the subscription agreement between the Company and BLT pertaining to the subscription by BLT for the BLT Subscription Shares, entered into simultaneously with this Agreement;

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

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

Board of Directors means the board of directors of the Company from time to time;

Currency and Exchanges Act means the Currency and Exchanges Act, No. 9 of 1933, as amended;

Defaulting Party has the meaning given to it in clause 10.1;

Designated Representative has the meaning given to it in the Master Implementation Agreement;

Directors means the Company’s directors from time to time, and Director means any of them;

Dispute Notice has the meaning given to it in clause 14.2;

Electronic Communications means the emission, transmission or reception of information, including without limitation, voice, sound, data, text, video, animation, visual images, moving images and pictures, signals or a combination thereof by means of magnetism, radio or other electromagnetic waves, optical, electromagnetic systems or any agency of a like nature, whether with or without the aid of tangible conduct, but does not include content service;

Electronic Communications Network means any system of Electronic Communications facilities (excluding subscriber equipment), including without limitation:

and all successor technologies;

Encumbrance in relation to any shares, includes any pledge, charge, hypothecation, lien, subordination, mortgage, option over, right of retention or any other encumbrance whatsoever, or any form of hedging or similar derivative instrument of any nature whatsoever of or over those shares, or any lending of shares, and the words Encumber , Encumbered and Encumbering shall have corresponding meanings;

Group means the Company and its Subsidiaries from time to time and Group Company shall mean any one company or Undertaking within the Group, as the context may require;

IFRS means International Financial Reporting Standards as issued from time to time by the International Accounting Standards Board or its successor body;

Implementation Date has the meaning given to it in the Master Implementation Agreement;

Independent Expert has the meaning given to it in clause 13.2;

Interim Period means the period between 1 January 2016 and Closing on the Implementation Date;

JSE means JSE Limited, a company registered in accordance with the laws of South Africa under registration number 2005/022939/06, trading under the name and style of “Johannesburg Stock Exchange” which is licensed as an exchange under the Financial Markets Act;

Listing Requirements means the listing requirements of the JSE, as amended from time to time;

Long Stop Date has the meaning given to it in clause 3.1;

Losses means all losses, damages, costs (including without being limited to reasonable attorneys’ fees and any out-of-pocket expenses incurred in connection with applicable investigations) and other liquidated liabilities, but excludes consequential damages or damages that may result from damage to reputation, goodwill and/or brand;

M5 means, collectively, those individuals set out in Schedule 1.1.52 and any reference to M5 shall be a reference to such individuals acting jointly, unless the context specifically indicates otherwise ;

M5 Subscription Agreement means the subscription agreement between the Company and M5 pertaining to the subscription by M5 for the M5 Subscription Shares, entered into simultaneously with this Agreement;

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

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

Management Accounts means the monthly statements of comprehensive income and statements of financial position prepared and finalised by the Company during the month immediately following the calendar month to which the relevant statement of comprehensive income and statement of financial position relates, which shall be prepared on the same basis and include the same level of detail that the Company has prepared such statements historically and shall include cash flow statements;

Master Implementation Agreement means the agreement titled “Master Implementation and Funds Flow Agreement” between, inter alia , the Parties and the Company’s lenders to be concluded on or about the Signature Date;

MOI means the Agreed Form memorandum of incorporation of the Company to be adopted with effect from Closing;

MS15 means Albanta Trading 109 Proprietary Limited, a company incorporated in South Africa under registration number 2015/261614/07;

MS15 Subscription Agreement means the subscription agreement between the Company and MS15 pertaining to the subscription by MS15 for the MS15 Subscription Shares, entered into simultaneously with this Agreement;

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

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

Net Debt means any contractual obligation for the Group pertaining to monies borrowed, including shareholder loans:

For the avoidance of doubt, Net Debt shall not include financial lease obligations;

Net Debt Confirmation has the meaning given to it in clause 5.1.1;

NET1 means Net1 Applied Technologies South Africa Proprietary Limited, a company incorporated in accordance with the laws of South Africa under registration number 2002/031446/07;

NET1 Subscription Agreement means the subscription agreement between the Company and NET1 pertaining to the subscription by NET1 for the NET1 Subscription Shares, entered into simultaneously with this Agreement;

NET1 Subscription Price means the NET1 Subscription Price as defined in the NET1 Subscription Agreement;

NET1 Subscription Shares means the NET1 Subscription Shares as defined in the NET1 Subscription Agreement;

Notice Period has the meaning given to it in clause 10.1;

Operative Provisions has the meaning given to it in clause 2;

Parties means each of 3C, BLT, NET1, M5, MS15, the SPV Subscribers and the Company, and Party means any one of them;

Pro Forma Net Debt Statement has the meaning given to it in clause 3.1.11;

Proposed Transaction means all the transactions contemplated by the Transaction Documents;

Rand or ZAR means South African Rand, the lawful currency of South Africa;

Related Person has the meaning given to it in Section 2 of the Companies Act;

Restricted Cash means cash and cash equivalents, as interpreted under IFRS, which are used as surety, security or restricted in some way by a contractual obligation (excluding any cash deposited into an account where the release of such cash is only subject to providing relevant notice to the financial institution in question). Where such restricted cash is used as surety or security in respect of a liability, to the extent: (i) such liability is treated as monies borrowed; and (ii) such restricted cash can be offset against such liability as part of the settlement of that liability, then Net Debt shall be stated by netting off the Restricted Cash with the associated monies borrowed;

Return of Airtime Agreement means the agreement between the Company, BLT and Cell C SP pertaining to the sale of airtime by BLT to Cell C SP;

SARB means the South African Reserve Bank;

Schedules means Schedules 1.1.52, 9 and 13.2 to this Agreement, and Schedule shall be construed accordingly;

Shareholders Agreement means the shareholders agreement between the Subscribing Parties and the Company entered into simultaneously with the entering into of this Agreement;

Shares means shares in the issued ordinary share capital of the Company;

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

South Africa means the Republic of South Africa;

SPV Subscribers means, collectively, SPV1, SPV2 and SPV3;

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

SPV Subscription Price means the total of the SPV1 Subscription Price, SPV2 Subscription Price and the SPV3 Subscription Price;

SPV Subscription Shares means the total of the SPV1 Subscription Shares, SPV2 Subscription Shares and SPV3 Subscription Shares;

SPV1 means Cedar Cellular Investment 1 (RF) Proprietary Limited, a company incorporated in South Africa under registration number 2017/068178/07;

SPV1 MOI means the Agreed Form memorandum of incorporation of SPV1 to be adopted with effect from Closing;

SPV1 Subscription Agreement means the subscription agreement between the Company and SPV1 pertaining to the subscription by SPV1 for the SPV1 Subscription Shares, entered into simultaneously with this Agreement;

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

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

SPV2 means Magnolia Cellular Investment 2 (RF) Proprietary Limited, a company incorporated in South Africa under registration number 2017/068221/07;

SPV2 MOI means the Agreed Form memorandum of incorporation of SPV2 to be adopted with effect from Closing;

SPV2 Subscription Agreement means the subscription agreement between the Company and SPV2 pertaining to the subscription by SPV2 for the SPV2 Subscription Shares, entered into simultaneously with this Agreement;

SPV2 Subscription Price means the SPV2 Subscription Price as defined in the SPV2 Subscription Agreement;

SPV2 Subscription Shares means the SPV2 Subscription Shares as defined in the SPV2 Subscription Agreement;

SPV3 means Yellowwood Cellular Investment 3 (RF) Proprietary Limited, a company incorporated in South Africa under registration number 2017/068241/07;

SPV3 MOI means the Agreed Form memorandum of incorporation of SPV3 to be adopted with effect from Closing;

SPV3 Subscription Agreement means the subscription agreement between the Company and SPV3 pertaining to the subscription by SPV3 for the SPV3 Subscription Shares, entered into simultaneously with this Agreement;

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

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

Subscribing Parties means BLT, NET1, M5, MS15 and the SPV Subscribers, and Subscribing Party means any one of them;

Subscription Agreements means the BLT Subscription Agreement, the NET1 Subscription Agreement, the M5 Subscription Agreement, the MS15 Subscription Agreement and the SPV Subscription Agreements;

Subscription Consideration means, collectively the BLT Subscription Price, the NET1 Subscription Price, the M5 Subscription Price, the MS15 Subscription Price and the SPV Subscription Price;

Surviving Provisions has the meaning given to it in clause 3.2.2;

Suspended Provisions has the meaning given to it in clause 3.1;

Takeover Regulation Panel means the Takeover Regulation Panel, established pursuant to section 196 of the Companies Act;

Takeover Regulations means the regulations made by the Minister in terms of sections 120 and 223 of the Companies Act;

Target Net Debt means Net Debt of not more than ZAR6,000,000,000 (six billion Rand) immediately following Closing;

Tax means all taxes, charges, imports, duties, levies, deductions, withholdings or fees of any kind whatsoever, or any amount payable on account of or as security for any of the foregoing, imposed, levied, collected, withheld or assessed by a Governmental Entity, together with any penalties, fines or interest relating thereto, and Taxes and Taxation shall be construed accordingly;

Transaction Documents means this Agreement, the Master Implementation Agreement, the BLT Subscription Agreement, the NET1 Subscription Agreement, the M5 Subscription Agreement, the MS15 Subscription Agreement, the SPV Subscription Agreements, the Shareholders Agreement and the MOI, each as validly amended, substituted, varied, novated, revived, replaced, restated and/or supplemented from time to time; and

Undertaking means a company, a body corporate or partnership or unincorporated association carrying on trade or business with or without a view to profit. In relation to an undertaking which is not a company, expressions in this Agreement appropriate to companies are to be construed as references to the corresponding persons, officers, documents or agents (as the case may be) appropriate to undertakings of that description.

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;

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

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);

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

the singular includes the plural and vice versa ;

a word or expression given a particular meaning includes cognate words or expressions;

any number of days prescribed shall be determined by excluding the first and including the last day or, where the last day is a day that is not a Business Day, the next Business Day;

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;

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; and

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

PROVISIONS WHICH TAKE IMMEDIATE EFFECT

The provisions of this clause 2 and clauses 1, 3, 4, 5, 6, 7, 8 and 10 to 18 (both inclusive) shall take effect and become operative immediately upon the Signature Date (the Operative Provisions ).

CONDITIONS PRECEDENT

All the provisions of this Agreement (except for the Operative Provisions (such provisions the Suspended Provisions )) take effect and become operative only upon the fulfilment or waiver of the following Conditions by or on 31 August 2017, unless otherwise stipulated below (unless otherwise specified or agreed to in writing by the Parties) ( Long Stop Date ):

consult with and include BLT and NET1 in discussions and negotiations around the Group's debt refinancing; and

provide BLT and NET1 with all documents reasonably necessary or as otherwise reasonably requested by BLT and NET1 to enable BLT and NET1 to assess the composition and quantum of the Net Debt;

radio frequency spectrum licence with number 00-476-898-6 for the use of 900MHz and 1,800MHz radio frequency spectrum;

radio frequency spectrum licence with number 00-495-213-2 for the use of 2,100MHz radio frequency spectrum;

radio frequency spectrum licence with number 00-529-438-0 for the use of 7GHz radio frequency spectrum;

10.5GHz fixed link network licence;

15GHz fixed link network licence;

38GHz fixed link network licence;

individual electronic communications network service licence, with number 001/IECNS/JAN/2009; and

individual electronic communications service licence, with number 001/IECS/JAN/2009;

any Insolvency Event (as defined in the Shareholders Agreement) having occurred in respect of any member of the Group;

all instituted and outstanding litigation and applications as well as all pending litigation and applications where pending litigation and applications shall be such matters: (i) where the relevant third party (not being BLT Parent or any Affiliate thereof) has made a formal or written demand in writing indicating that relevant proceedings will be instituted; or (ii) which the Company reasonably believes will be instituted), pursuant to which an Insolvency Event (as defined in the Shareholders Agreement) may reasonably occur in respect of any member of the Group; and

all instituted and outstanding litigation and pending litigation, where pending litigation shall be such matters: (i) where the relevant third party (not being BLT Parent or any Affiliate thereof) has made a formal or written demand in writing indicating that relevant litigation proceedings will be instituted; or (ii) which the Company reasonably believes will be instituted, between the direct or indirect shareholders of 3C where the Company or any other member of the Group is a party to such proceedings;

If any one or more of the Conditions are not fulfilled or not waived (as applicable) prior to the date and time stipulated for fulfilment or waiver thereof, then the Suspended Provisions shall not take effect and this Agreement shall terminate automatically without any further action required by any of the Parties. In the event that this Agreement is validly terminated in accordance with this clause 3.2, each of the Parties shall be relieved of its respective duties and obligations arising in terms of this Agreement from and after the date of such termination, and such termination shall be without liability to any other Party, provided that:

The Conditions set out in:

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 clause 4.

Following fulfilment or waiver of the Conditions, each of the Parties shall procure that its Designated Representative provides the necessary confirmation of such fact to the Funds Flow Bank as provided for the Master Implementation Agreement.

TRANSACTION UNDERTAKINGS

Each Party undertakes to each other Party to, and to procure (so far as they are legally able), that their Affiliates, take all reasonable steps and use all reasonable endeavours to consummate the Proposed Transaction including complying with all of the obligations set out in the applicable Transaction Documents.

By no later than 5 (five) Business Days after the Signature Date:

Without derogating from clause 6, each Party further undertakes to each other Party that neither it, nor any of its Affiliates, shall, before Closing (other than as necessary to effect the Proposed Transaction), enter into any agreement or arrangement, incur any obligation, give any indication of intent or take or omit to take any action which is designed to:

NET DEBT CONFIRMATION

No later than 5 (five) Business Days after the Implementation Date, the Company shall:

The Company warrants to BLT and NET1 that the Net Debt (excluding any drawn down portion of the facilities provided to the Company by ZTE Corporation, Huawei Technologies Co. Limited or BLT up to an amount of ZAR700,000,000 (seven hundred million Rand) as at the Implementation Date) will not exceed the Target Net Debt immediately following Closing on the Implementation Date.

CONDUCT OF BUSINESS

Subject to clauses 6.2 and 6.3 and during the Interim Period, the Company shall ensure that the Business is carried on in substantially the usual and ordinary course and as prescribed by any Applicable Law and that no Group Company shall enter into any material contract or commitment or do anything which, in any such case, is either out of the ordinary or usual course of its Business or of a material nature without obtaining the prior joint written consent of BLT, NET1, MS15 and M5 (as envisaged below), which consent shall not be unreasonably withheld or delayed.

In particular, but without limitation (except as permitted or required under clause 6.1), the Company shall ensure and, to the extent that the relevant matter is referred to the Board of Directors for consideration, 3C shall procure that, during the Interim Period, save: (i) with such joint consent of BLT, NET1, MS15 and M5 (which consent shall not be unreasonably withheld or delayed), provided that such request for consent is in writing; and (ii) as may be required to prepare for or effect the transactions envisaged in the Transaction Documents and the Proposed Transaction in general, none of the Group Companies shall:

manage its business other than in accordance with its business and trading policies and practices to

transfer or permit the transfer of any shares in any Group Company, save as may be permitted or envisaged in the Transaction Documents.

For purposes of this clause 6, material shall exclude any transaction, agreement or matter which falls within: (i) the approved budget for the Group for the 2017 financial year approved by the Board of Directors on 26 January 2017; and (ii) the delegation of authority of the Chief Executive Officer of the Company stamped by the company secretary for identification purposes (it being agreed that such delegation of authority may not be amended during the Interim Period without the consent of all the Subscribing Parties, which consent shall not be unreasonably withheld or delayed).

The Parties agree that, during the Interim Period, each of BLT, NET1 and 3C shall be provided with Management Accounts as soon as reasonably practicable following the end of each calendar month but in any event no later than 20 (twenty) days thereafter.

Without derogating from any other provision hereof or any other Transaction Document, each of the Parties undertakes to forthwith notify the other of them in writing should they become aware of any of the undertakings, representations and/or warranties contained in the Transaction Documents being breached.

The Company represents and warrants to BLT and NET1 that none of the events or matters listed in clause 6.2 has occurred or has been implemented in contravention of the provisions of clause 6.2 from 30 November 2015 up to the Signature Date, other than those that have been notified to BLT and NET1 in writing prior to the Signature Date.

PRE-CLOSING COVENANTS

During the Interim Period, 3C shall exercise its shareholding rights, whether directly or indirectly, and other powers of influence and control and otherwise use its reasonable endeavours to cause each member of the Group to comply with the obligations set out in clause 6.

The Parties shall negotiate in good faith, with a view to agreeing before Closing, the final form of any Transaction Document which is not in Agreed Form at the date of this Agreement.

PRE-CLOSING MEETING

The Parties agree that they, and shall procure that their respective financial and legal advisors (if any), shall meet at 10h00 2 (two) Business Days prior to the Implementation Date at the Sandton, Johannesburg offices of Bowmans, or such other appropriate time or venue as the Parties may agree upon in writing in order to prepare for Closing.

At the meeting referred to in clause 8.1, the Parties and their respective advisors (if any) shall ensure that all outstanding items necessary for a successful Closing on the Implementation Date are implemented and/or finalised. The Parties undertake to use their reasonable endeavours to ensure that all such outstanding items are dealt with efficiently and in such a manner as will ensure a successful Closing on the Implementation Date.

CLOSING

Closing of this Agreement and the other Transaction Documents shall happen on the Implementation Date and as set out in the Master Implementation Agreement.

At Closing, the relevant Parties shall deliver or perform (or ensure that there is delivered or performed) all those documents, items and actions respectively listed in relation to that Party or any of their Affiliates (as the case may be) in each of the Transaction Documents, the Master Implementation Agreement and Schedule 9 .

it is capable of being remedied, but is not so remedied within the Notice Period; or

it is incapable of being remedied and payment in money will compensate for such breach but such payment is not made once finally determined,

Nothing in this clause 12 will prohibit any Party from utilising information which it is able to show:

The fees and expenses of the Independent Expert shall be borne by the Parties in equal shares unless the Independent Expert otherwise determines.

ADDRESSES FOR LEGAL PROCESSES AND NOTICES

The Parties choose for the purposes of this Agreement the following addresses, telefax numbers and email addresses:

LIMITATION OF LIABILITY

The Parties hereby unconditionally and irrevocably agree and acknowledge that they are each bound by the limitation of liability provisions of the Subscription Agreement to which they are a Party and that the recourse available to each Party against each other Party under this Agreement and the remainder of the Transaction Documents (excluding the Shareholders Agreement, the Memorandum of Incorporation and the Company Indemnity Agreement) shall be limited in accordance therewith.

GENERAL

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.

Remedies

Subject to the provisions of clause 10, 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.

Entire Agreement

This Agreement and the Transaction Documents constitutes the entire agreement between the Parties in regard to its subject matter.

None of the Parties shall have any claim or right of action arising from any undertaking, representation or warranty not included in this Agreement.

Variations

No agreement to vary, add to or cancel this Agreement or any Transaction Document 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 17.4, “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.

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.

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.

Conflict with other Agreements

If there is any conflict between the terms of this Agreement and any other agreement or Transaction Document, the Shareholders Agreement and the MOI shall prevail (as between the Parties) unless: (i) such other agreement or Transaction Document expressly states that it overrides the Shareholders Agreement and the MOI in the relevant respect; or (ii) the Parties otherwise expressly agree in writing that such other agreement shall override the Shareholders Agreement and the MOI or Transaction Documents in that respect.

Effect of Closing

Notwithstanding Closing: (i) each provision of this Agreement not performed at or before Closing but which remains capable of performance; and (ii) all covenants and other undertakings and assurances contained in or entered into pursuant to this Agreement or any other Transaction Document, will remain in full force and effect and (except as otherwise expressly provided) without limit in time, except as may be expressly provided otherwise in this Agreement.

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.

No Partnership or Agency

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.

written evidence of the satisfaction (or, to the extent applicable, waiver) of the Conditions set out in clause 3 of this Agreement;

a certified copy of an extract of the minutes of a meeting of 3C in its capacity as sole shareholder of the Company authorising:

by ordinary resolution, the appointment of the Subscribing Parties’ nominees as Directors with effect from the Implementation Date; and

by special resolution:

the waiver of the required notice period in respect of the calling of such shareholder meeting;

the waiver of the statutory pre-emptive right available to 3C as shareholder of the Company in accordance with section 39(2) of the Companies Act;

the conversion of the entire number of ordinary shares in the Company from shares having a par value to shares having no par value;

the increase in the Company’s number of authorised shares;

the amendment of the Company’s MOI in order to give effect to, amongst other things, the conversion of shares and increase in the number of shares contemplated in paragraphs 1.1.2.2.2 and 1.1.2.2.3 respectively; and

the issue of shares with a voting power in excess of 30% (thirty per cent) of the voting power of all of the ordinary shares of the Company held by 3C immediately before the Proposed Transaction in terms of section 41(3) of the Companies Act.

a certified copy of the MOI of the Company;

certified copies of the resolutions referred to in paragraph 1.1.3.1; and

to each of BLT, NET1, the members of M5, MS15 and the SPV Subscribers, the original signed share certificates for the BLT Subscription Shares, NET1 Subscription Shares, M5 Subscription Shares, MS15 Subscription Shares, and the SPV Subscription Shares, respectively;

the resignation letters of the relevant Directors appointed by 3C and resigning from the Board of Directors of the Company, with effect from the Implementation Date, and confirming that such Directors do not have any claims against the Company, as well as certified copies of such resigning Directors’ passports or South African identity documents, as applicable; and

upon receipt of the resignation letters, a document delivered by the Company confirming that the Company does not have any claims against such resigning Directors;

a certified copy of the minutes of a meeting of the board of directors of BLT, including a resolution authorising the subscription by BLT for the BLT Subscription Shares in accordance with the terms of the BLT Subscription Agreement, with effect from the Implementation Date;

evidence to the reasonable satisfaction of the Company that the shareholders of BLT Parent have passed an ordinary resolution approving the Proposed Transaction as a “Category 1” transaction under the Listings Requirements;

a certified copy of the minutes of a meeting of the board of directors of MS15:

including a resolution authorising the subscription by MS15 for the MS15 Subscription Shares in accordance with the terms of the MS15 Subscription Agreement; and

DEFINITIONS AND INTERPRETATION

In this Agreement:

Accounting Principles has the meaning given to it in the Equity Implementation Agreement;

Act means the Companies Act, No. 71 of 2008;

Agreement means this subscription agreement between the Parties, and schedules thereto, together with any amendments to this agreement or the schedules agreed to in writing between the Parties from time to time;

Annual Financial Statements has the meaning given to it in the Equity Implementation Agreement;

Aware means the knowledge, after having made necessary and diligent enquiries, of senior executive management of the Company or Subsidiary;

Business has the meaning given to it in the Equity Implementation Agreement;

Business Day means any day other than a Saturday, Sunday or official public holiday in South Africa;

Closing has the meaning given to it in the Master Implementation Agreement;

Company means Cell C Proprietary Limited, a company incorporated in South Africa under registration number 1999/007722/07;

Company Indemnity Agreement means the indemnity agreement to be entered into between the Company and Oger Telecom Limited pertaining to certain indemnities provided by the Company to Oger Telecom Limited;

Company’s Warranties means the warranties provided by the Company to the Subscriber as set out in Schedule 1 , and Company’s Warranty shall have a corresponding meaning;

Disclosure Schedule means the disclosure schedule to be provided in terms of clause 6.4 and attached hereto as Schedule 3 ;

Encumbrance in relation to any shares, includes any pledge, charge, hypothecation, lien, subordination, mortgage, option over, right of retention or any other encumbrance whatsoever, or any form of hedging or similar derivative instrument of any nature whatsoever of or over those shares, or any lending of shares, and the words Encumber , Encumbered and Encumbering shall have corresponding meanings;

Equity Implementation Agreement means the agreement entitled “Equity Implementation Agreement” between, inter alia , the Parties to be concluded on or about the Signature Date;

Existing Shareholder means 3C Telecommunications Proprietary Limited;

Fairly Disclosed means disclosed in such a manner and in such detail as would enable a prospective investor, acting reasonably and in good faith, to make an informed assessment of the matter concerned and to establish what the consequences thereof will be;

Financial Statements means the audited financial statements of the Company as at December 2015;

Financial Year means a 12 (twelve) month period commencing on 1 January and ending on the following 31 December;

Group means the Company and its Subsidiaries;

ICASA means the Independent Communications Authority of South Africa;

IFRS means International Financial Reporting Standards;

Implementation Agreements means collectively, the Master Implementation Agreement and the Equity Implementation Agreement;

Implementation Date has the meaning given to it in the Master Implementation Agreement;

Income Tax Act means the Income Tax Act, 58 of 1962;

JIBAR as at any date shall mean the mid-market rate for deposits in Rand for the succeeding period of 3 (three) months which appears on the Reuters screen, SAFEY page under the caption "YIELD" at approximately 10:00am, Johannesburg time, on that date (as determined by the Standard Bank of South Africa Limited);

Long Stop Date has the meaning given to it in the Master Implementation Agreement;

Losses has the meaning given to it in the Equity Implementation Agreement and Loss shall have a corresponding meaning;

Management Accounts means the most recent management accounts of the Company, on a consolidated basis, for the period from 1 January 2016 onwards, a copy of which is attached as

Schedule 4 ;

Master Implementation Agreement means the agreement titled “Master Implementation and Funds Flow Agreement” between, inter alia , the Parties and the Company’s lenders to be concluded on or about the Signature Date;

Memorandum of Incorporation means the memorandum of incorporation which the Company will adopt in the form attached to the Shareholders’ Agreement, as amended from time to time;

Mutual Warranties means the warranties provided by: (i) the Company to the Subscriber; and (ii) the Subscriber to the Company as set out in Schedule 2 , and Mutual Warranty shall have a corresponding meaning;

Net Debt has the meaning given to it in the Equity Implementation Agreement;

Net Debt Confirmation has the meaning given to it in the Equity Implementation Agreement;

Net1 means NET1 Applied Techonologies South Africa Proprietary Limited, a company incorporated in South Africa under registration number 2002/031446/07;

Net1 Subscription Price means the subscription price payable by the Subscriber for the NET1 Subscription Shares, being ZAR2,000,000,000 (two billion Rand);

Net1 Subscription Shares means 75,000,000 (seventy five million) class “A” shares in the unissued share capital of the Company to be subscribed for by the Subscriber in terms of this Agreement on the Implementation Date so that the Subscriber holds Shares constituting 15% (fifteen per cent) of the entire issued Shares of the Company immediately following Closing;

Ordinary Shares means ordinary shares in the share capital of the Company having the rights set out in the Shareholders Agreement and the Memorandum of Incorporation as at the Implementation Date;

Parties means the Subscriber and the Company and Party means, as the context requires, any one of them;

Prime Rate means in relation to any period means the published prime overdraft rate ruling from time to time, expressed as a percentage rate per annum, as quoted by The Standard Bank of South Africa Limited from time to time during that period, as certified by any manager of The Standard Bank of South Africa Limited (whose appointment or authority need not be proved), whose certification at that time shall, in the absence of manifest error, be prima facie proof thereof;

Pro Forma Net Debt Statement has the meaning given to it in the Equity Implementation Agreement;

Rand or R means the South African Rand;

Shareholders’ Agreement means the agreement entitled “Shareholders Agreement” concluded or to be concluded between, inter alia , the Parties (upon terms acceptable to them) on or about the Signature Date;

Signature Date means the date of the last signature to this Agreement;

South Africa means the Republic of South Africa as constituted from time to time, and South African shall have a corresponding meaning;

Subscriber means Net1;

Suspensive Condition means the suspensive condition set out in clause 3;

Target Net Debt has the meaning given to it in the Equity Implementation Agreement;

Tax has the meaning given to it in the Equity Implementation Agreement;

Transaction means all the transactions contemplated by the Transaction Documents; and

Transaction Documents has the meaning given to it in the Equity Implementation Agreement.

a clause is, subject to any contrary indication, construed as a reference to a clause of this Agreement;

law is construed as any law including common law, statute, constitution, decree, judgment, treaty, regulation, directive, by-law, order or any other measure of any government, local government, statutory or regulatory body or court having the force of law; and

person is construed as a reference to any natural or juristic person, firm, company, corporation, government, state, agency or organ of a state, association, trust or partnership (whether or not having separate legal personality).

The words “including” and “in particular” are without limitation, and the eiusdem generis rule shall not apply.

Any reference to legislation includes any subordinate legislation made from time to time under that legislation and is to that legislation as at the Signature Date, as amended or replaced from time to time.

Any reference to a document or instrument includes the document or instrument as ceded, delegated, novated, altered, supplemented or replaced from time to time.

A reference to a Party includes that Party’s successors-in-title and permitted assigns.

A time of day must be construed as a reference to South African Standard Time.

The rule of interpretation that, in the event of ambiguity, the contract must be interpreted against the party responsible for the drafting of the contract (i.e. the contra proferentem rule) does not apply.

The termination of this Agreement does not affect those of its provisions which expressly provide that they will operate after termination, or which must continue to have effect after termination, or which must by implication continue to have effect after termination, notwithstanding that the relevant provisions themselves do not provide for this.

Unless specifically stated otherwise in this Agreement, no provision of this Agreement constitutes a stipulation for the benefit of any person who is not a party to this Agreement.

The schedules to this Agreement form an integral part of it and words and expressions defined in this Agreement shall bear, unless the context otherwise requires or differently defined in a particular schedule, the same meaning in such schedules. To the extent that there is any conflict between the schedules to this Agreement and the provisions contained in the main body of this Agreement, the provisions in the main body of this Agreement shall prevail.

Where any term is defined within the context of any particular clause in this Agreement, the term so defined, unless it is clear from the clause in question that the term so defined has limited application to the relevant clause, shall bear the same meaning as ascribed to it for all purposes in terms of this Agreement, despite that that term has not been defined in this interpretation clause.

The use of any expression covering a process available under South African law (including, for example, a winding-up) shall, if any of the Parties is subject to the law of any other jurisdiction, be interpreted in relation to that Party as including any equivalent or analogous proceeding under the law of such other jurisdiction.

If at any time, any fact, matter or circumstance comes to the knowledge of the senior executive management of the Company which has resulted or may result in any of the warranties being inaccurate or breached, the Company shall (without detracting from the Company’s liability for any such inaccuracy or breach) immediately give written notice of that fact to the Subscriber.

the value of an individual Loss exceeds R100,000 (one hundred thousand Rand), provided that individual Losses which arise from substantially the same cause of action shall be aggregated and not be regarded as individual Losses for this purpose, and subject further to the proviso in clause 7.3.2; and

the value of the Losses suffered or incurred by the Non-Defaulting Party in aggregate exceed R3,000,000 (three million Rand) (such applicable quantum of damages being referred to as the Cumulative Threshold ), provided that once the Cumulative Threshold is reached, the Non- Defaulting Party shall, subject to clause 7.4, only be entitled to claim the aggregate quantum of Losses above the Cumulative Threshold (i.e the Rand amount above R3,000,000 (three million Rand))

Aggregate Liability

Notwithstanding the warranties, representations or undertakings given by the Parties, the aggregate liability of the Company to the Subscriber in relation to all claims or Losses under this Agreement and under any of the remaining Transaction Documents (other than the Shareholders Agreement and the Memorandum of Incorporation) is limited to an amount equal to the Net1 Subscription Price (other than with regard to the provisions of clause 5), on the basis that the aggregate amount recoverable from the Company, from such causes arising, shall be limited to the aforesaid amount.

Insurance and Tax Benefits

Any claim made against the Defaulting Party in respect of the warranties or otherwise under any of the Transaction Documents (other than the Shareholders Agreement and the Memorandum of Incorporation) shall be reduced by the proportionate amount of: (i) any payment received by the Non-Defaulting Party by way of an indemnity in terms of a policy of insurance concluded by the Non-Defaulting Party in respect of any event giving rise to such claim; or (ii) a Tax benefit derived by the Company in respect of any event giving rise to such claims.

Contingent Liabilities

No Party shall be liable for any potential claim of the other Parties in respect of liability which is contingent unless and until such contingent liability ceases to be contingent and becomes an actual liability and is due and payable.

Special, Indirect or Consequential Losses or Damages

No Party shall be liable under this Agreement or any other Transaction Document in respect of any loss of profit, loss of revenue, loss of goodwill, or any special, indirect or consequential losses or damages.

No Double Recovery

The Non-Defaulting Party shall not be entitled to recover from the Defaulting Party the same sum or loss more than once in respect of any Loss.

Parties Obligation to Mitigate Loss

Nothing in this clause 7 shall in any way diminish a Party’s common law obligations to mitigate its Loss.

Conflicts

Notwithstanding anything to the contrary contained elsewhere in this Agreement, to the extent that any conflict exists between the provisions of this clause 7 and any other provisions of this Agreement, the provisions of this clause 7 shall prevail and be implemented.

AFS means the signed consolidated audited financial statements of the Group for the year ended December 2015 and the consolidated financial statements of the Group for the year ended December 2016, prepared in accordance with the Accounting Principles and comprising the audited: (i) balance sheet; (ii) income statement; and (iii) cash flow statement, including related notes and schedules thereto, a copy of which is attached as Schedule 4 ;

Commissioner means the Commissioner for the South African Revenue Service (or his successor in title) for purposes of the Income Tax Act, including his lawful representative and including any other authority entitled to administer any taxes in South Africa;

Group means the Company and its Subsidiaries;

Group Member means any member of the Group;

Income Tax Act means the Income Tax Act, No. 58 of 1962, as amended;

Insolvency Act means the Insolvency Act, No. 24 of 1936, as amended;

Intellectual Property Rights means, in relation to a person, any registered or unregistered trademark, patent, design or rights of copyright as well as other intellectual property rights (including any application in relation to any of the aforegoing) and all rights in any trade secrets, know-how or confidential information, used by that person in the conduct of its business;

Labour Relations Act means the Labour Relations Act, No. 65 of 1995, as amended;

Management Accounts means management accounts of the Company, on a consolidated basis, for the period from 1 January 2017 to 30 May 2017, a copy of which is attached as

Schedule 5 ;

M5 has the meaning given to it in the Equity Implementation Agreement;

MS15 has the meaning given to it in the Equity Implementation Agreement;

National Credit Act means the National Credit Act, No. 34 of 2005, as amended;

Relevant Agreements means this Agreement, and each of the Transaction Documents (as defined in the Equity Implementation Agreement);

SPV Subscribers has the meaning given to it in the Equity Implementation Agreement; and

Subsidiary means a subsidiary company as defined in the Act and subsidiaries shall have a corresponding meaning.

remain in force notwithstanding completion of the matters provided for in the Agreement ;

be a separate and independent warranty and in no way be limited or restricted by reference to or inference from the terms of any other warranty or by any other provision in the Agreement (save any provision relating to or in respect of any disclosures contemplated in the Disclosure Schedule); and

apply as at the Signature Date and the Implementation Date.

The Company is a company duly incorporated and registered under South African law and has been in continuous existence since incorporation.

Each other Group Member is a private company duly incorporated and registered under South African law and has been in continuous existence since incorporation.

The Company has an authorised share capital as at the Signature Date of 641 (six hundred and forty one) Ordinary Shares with a par value of R1 (one Rand) each and as at the Implementation Date of 1,000,000,000 (one billion) ordinary no par value shares.

The Company has the Subsidiaries set out in Schedule 6 , each of which is a wholly-owned Subsidiary of the Company. Save for those Subsidiaries listed in Schedule 6 , the Company has no other Subsidiaries.

The Company has the right, power and authority to conduct the Business.

Each other Group Company has the right, power and authority to conduct the businesses conducted by them.

The Company has the right, power and authority, and has taken all action necessary, to execute, deliver and exercise its rights, and perform its obligations, under each Relevant Agreement.

The Company's obligations under this Agreement and each document to be executed at or before the Signature Date are, or when the relevant document is executed will be, enforceable against the Company in accordance with their terms.

The entry into each Relevant Agreement by the Company, and the performance by it of its obligations under each Relevant Agreement, does not, and will not:

as at the Implementation Date, result in any present or future material indebtedness of any member of the Group becoming due or capable of being declared due and payable prior to its stated maturity;

contravene, conflict with, or result in a violation of, any applicable laws; or

as at the Implementation Date, contravene, conflict with, or result in a breach or default of, the terms of, or give any person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any agreement, indenture, mortgage or other instrument of any kind to which it/he is a party, that has not been waived or consented to in writing by that person prior to the Signature Date.

The Net1 Subscription Shares will, upon issue and immediately following Closing, comprise the percentage of 15% (fifteen per cent) of the total issued number of ordinary shares of the Company.

As at the Signature Date, 100% (one hundred per cent) of the issued shares of the Company are held solely by the Existing Shareholder. As at the Implementation Date, the authorised shares of the Company shall comprise 1,000,000,000 (one billion) shares and the issued shares will be held as follows:

75,000,000 (seventy five million) class “A” ordinary shares of the same class and ranking pari passu which are to be held by the Subscriber;

225,000,000 (two hundred and twenty five million) class “A” ordinary shares of the same class and ranking pari passu which are to be held by BLT;

59,000,000 (fifty nine million) class “A” ordinary shares of the same class and ranking pari passu which are to be held by SPV1;

80,000,000 (eighty million) class “A” ordinary shares of the same class and ranking pari passu which are to be held by SPV2;

11,000,000 (eleven million) class “A” ordinary shares of the same class and ranking pari passu which are to be held by SPV3;

25,000,000 (twenty five million) class “A” ordinary shares of the same class and ranking pari passu which are to be held by MS15; and

25,000,000 (twenty five million) class “B” ordinary shares of the same class and ranking pari passu which are to be held by M5.

Save as contemplated in the Transaction Documents and pursuant to the Transaction or as Fairly Disclosed in the Disclosure Schedule, as at the Signature Date and the Implementation Date, there is no Encumbrance, and there is no agreement, arrangement or obligation to create or give an Encumbrance, in relation to any Shares in the Company (including the allotment and issue of the Net1 Subscription Shares). As far as the Company is Aware, no person has claimed to be entitled to an Encumbrance in relation to any of the shares in the Company.

As at the Implementation Date, save as contemplated in the Transaction Documents and pursuant to the Transaction, there is no agreement, arrangement or obligation requiring the creation, allotment, issue, transfer, redemption or repayment of, or the grant to a person of the right (conditional or not) to require the allotment, issue, transfer, redemption or repayment of, a share in the capital of the Company or any other Group Member (including, without limitation, an option or right of pre-emption or conversion), in terms of which such creation, allotment, issue, transfer, redemption or repayment must still occur.

As at the Implementation Date, save as contemplated in the Transaction Documents and pursuant to the Transaction, neither the Company nor any Group Member is and will not be under any obligation (whether contingently upon the exercise of any right or otherwise), and no resolution shall have been passed, requiring the Company or any Group Member to increase or to reduce its authorised or issued share capital, or to vary any of the rights attaching to any of its shares, or to buyback any of its shares, or to make any payment(s) to its shareholder.

As at the Implementation Date, no person (other than the Subscribing Parties (as defined in the Equity Implementation Agreement) has any right, actual or contingent, (including, inter alia , any option or right of first refusal) to subscribe for any shares or any other Securities in the authorised capital of any member of the Group.

No person is entitled to participate in, or to a commission on the dividends or profits of, any member of the Group, except as a shareholder.

As at the Implementation Date, save as contemplated by the Transaction, no member of the Group is obliged to cancel any of the shares in its capital or to create or issue any debentures or any derivatives.

The securities register of the Company contains true and accurate records of the holders of securities from time to time issued by the Company and the Company does not know of any facts or circumstances which may give rise to a rectification of the securities register of the Company.

The Financial Statements have been prepared and audited on a proper and consistent basis in accordance with the Accounting Principles.

No change in accounting policies has been made in preparing the Financial Statements and Management Accounts of the Company or any Subsidiary for each of the 3 (three) most recent financial years of the Company or relevant Subsidiary, and (i) do not include any unusual, one off or extraordinary items, and (ii) correctly and accurately treat all items of revenue or expense in accordance with IFRS except as stated in those Financial Statements and Management Accounts. The AFS show a true and fair view of the assets, liabilities (including contingent, unquantified or disputed liabilities) and state of affairs as well as of the profits and losses of the Company (on a consolidated basis) as at the end of the financial years ending December 2015 and December 2016.

The financial information contained in the Financial Statements and Management Accounts is complete, accurate and is not misleading in any material respect.

Adequate provision has been made in the Financial Statements and Management Accounts:

for depreciation and/or amortization of fixed assets;

for all actual and contingent liabilities, including any material ongoing litigation. The Financial Statements adequately reflect, disclose or adequately provide for all actual liabilities of the Company for the period to which they relate;

as far as the Company is Aware, for bad or doubtful debts uncollected; and

for any employee benefits and claims.

The Company has no liabilities, which would be regarded as material by an auditor, of any kind (including, for the avoidance of doubt, off statement of financial position liabilities) that would have been required to be reflected in, reserved against or otherwise described on the Financial Statements/Management Accounts or in the notes thereto in accordance with IFRS and were not so reflected, reserved against or described, other than: (i) liabilities incurred in the ordinary course of business after the financial year ending December 2016; and (ii) liabilities incurred in connection with the transactions contemplated hereby.

No shareholder of the Company or any Related Person to any such person has any claims against any Group Company whether on loan account, current account or otherwise other than Shareholders' claims on loan account which have been Fairly Disclosed.

The Company has paid its creditors which would be regarded as material creditors by an auditor, within the time limits agreed with such creditors save where a creditor’s claim is disputed.

The Financial Statements have been reported on by the Auditors without any qualification and have been approved and signed by the directors of the Company.

No report has been furnished to any Group Member by its auditor concerning a material irregularity as contemplated in the Auditing Professions Act No. 26 of 2005 (as amended), or any similar predecessor section, or any analogous legislation in a relevant jurisdiction.

Since the 2014 AFS and Management Accounts, the Company’s Business has been operated in the usual way so as to maintain it as a going concern.

its assets, income or profits;

any transactions concluded by the Group Member concerned;

the declaration and payment of dividends and/or deemed dividends by the Group Member concerned.

The wear and tear, depreciation or capital allowances applied in the past to the Group’s fixed or other assets for Tax purposes shall conform in all material respects to, and shall not exceed, those permitted in terms of the Income Tax Act.

All financing costs incurred to date (including any interest or similar expenses) in relation to any financing entered into by the Group before Closing have been and will be deductible on an accruals basis.

As far as the Company is Aware, no facts or circumstances exist which could cause a revenue authority to disallow any existing assessable/accumulated tax losses or the carrying forward of such losses.

As far as the Company is Aware, the current and deferred Tax provisions and/or assets included in the Financial Statements have been properly provided for in accordance with the Accounting Principles.

Where required, a Group Member has duly registered as a VAT vendor in terms of the VAT Act, has complied in all material respects with all statutory provisions and regulations relating to VAT and has duly paid or provided for all amounts of VAT which have become due and payable or for which that Group Member is liable; and is not operating any special arrangement or scheme relating to VAT nor has it agreed any special method of accounting for VAT.

Except as otherwise Fairly Disclosed in the Disclosure Schedule, no Group Member has, at any time since the date of its incorporation:

entered into any transaction as contemplated in sections 41 to 47 of the Income Tax Act;

issued any "hybrid equity instrument", as contemplated in section 8E of the Income Tax Act, or any "third-party backed share", as contemplated in section 8EA of the Income Tax Act;

issued any "hybrid debt instrument" as contemplated in section 8F of the Income Tax Act;

incurred "hybrid interest" as contemplated in section 8FA of the Income Tax Act.

a resident for South African tax purposes and has not ceased such residence since the date of its incorporation;

is not treated as resident or liable to Tax in any other jurisdiction for any Tax purpose (including for the purposes of any double taxation agreement);

not subject to the interest-limitation provisions contained in sections 23M or 23N of the Income Tax Act.

The Company shall not at any time or times have been party to any ‘company formation transaction’, ‘share-for-share transaction’, ‘amalgamation transaction’, ‘intra-group transaction’, ‘unbundling transaction’ or ‘liquidation, winding-up or deregistration transaction’ all as contemplated in Part III of the Income Tax Act, or any other transaction which might be so classified.

As at the Signature Date, there are no material queries, notices, suits, proceedings, investigations or inspections pending against any Group Member by any Tax authority relating to any claim for any additional Tax or assessment, or any material matters under discussion with any Tax authority relating to any claim for any Tax or assessment, nor is there any pending Tax objection or appeal by any Group Member.

As far as the Company is Aware, the Tax files and records of the Group contain complete, full and accurate details in all material respects of all communications with Tax officials and Tax advisors, respectively, for the 3 (three) year period prior to the Implementation Date.

As far as the Company is Aware, to the extent that any Group Member claimed Tax allowances or deductions prior to the Implementation Date (including, without limitation, in respect of leasehold improvements) it was, insofar as it was Aware, entitled to do so in accordance with the provisions of the Income Tax Act.

legally and beneficially owned solely by the Group; and

where capable of possession, in the possession or under the control of the Group.

Unless otherwise Fairly Disclosed in the Disclosure Schedule, all the material assets of the Group included in the Management Accounts or acquired by the Group since the Financial Statements, whether movable, immovable, fixed or of whatever nature or description will be owned by the Group in full, free and unencumbered ownership, and none of them will be subject to:

any credit agreement, credit transaction, instalment sale transaction or leasing transaction;

any other credit agreement, instalment sale agreement, hire-purchase or suspensive sale agreement, lease or any like agreement whatever its form, save for motor vehicle leases in the ordinary course of business;

any pledge, mortgage bond, lien or notarial bond;

any other right in favour of any third person; or

any arrangement for the payment of a premium or like consideration to or by the Group for the use of the asset concerned.

As far as the Company is Aware, no person has or will have any right (including any option or right of first refusal) to acquire or claim delivery, ownership or transfer or the use, occupation, possession or enjoyment of, any of the assets of any Group Member, other than in the ordinary course of its business.

There has been no exercise, purported exercise or claim for any Encumbrance over any of the assets of any Group Member, and there is no dispute directly or indirectly relating to any such assets.

Each Group Member has the legal capacity and power to own its assets and carry on its business as it is presently being conducted.

No Group Member has stopped or suspended payment of a material portion of its debts, or otherwise become unable to pay its debts or otherwise become insolvent in any relevant jurisdiction.

valid and enforceable and nothing has been done or omitted to be done by any Group Member by which it may cease to be valid and enforceable;

legally and beneficially owned by the Group alone, or legally licensed by the Group; and

as far as the Company is Aware, not the subject of a claim or opposition from a person (including, without limitation, an employee of the Group) as to title, validity, enforceability, entitlement or otherwise.

NETWORK FACILITIES

The Network currently has sufficient capacity to serve the customers of the Group and, as far as the Company is Aware, the Group will be able to meet the requirements of their customers consistent with the growth in the requirements of their customers in the 2017, 2018 and 2019 financial years business plan of the Group, taking into consideration the capital expenditure program for the Group for the financial years 2017, 2018 and 2019.

The Network has not experienced any material and persistent capacity shortfalls or failures within the previous 12 (twelve) months.

As far as the Company is Aware, each of the current insurance and indemnity policies in respect of which the Group has an interest (including any active historic policies which provide cover on a losses occurring basis) ( Policies ) is valid and enforceable.

As far as the Company is Aware, no Group Member has done or omitted to do anything which:

No insurer under any of the Policies has disputed, or given any indication that they intend to dispute, the validity of any of the Policies on any grounds.

Insurance of Assets

All Policies are and remain in full force and effect, and as far as the Company is Aware, are adequate in respect of the assets to which such Policies relate.

As far as the Company is Aware, no material claims have been made under any Policy (other than claims made in the ordinary course of business), no claim is outstanding and the Company is not Aware of the existence of any fact or circumstance exists which will give rise to a material claim under any of the Policies.

As far as the Company is Aware, no event, act or omission has occurred which requires notification under any of the Policies the failure of which would have material adverse effect on the Business of the Company.

The Company is not Aware that any of the insurers under any of the Policies has refused, or given any indication to the Company that it intends to refuse, indemnity in whole or in part in the ordinary course of business in respect of any material claims under the Policies.

The Company is not Aware that anything has been done or omitted to be done by the Group, which will entitle the insurers under any of the Policies to refuse indemnity in whole or in part in respect of any material claims under the Policies.

All premiums which are due under the Policies have been paid.

The Company is not Aware that it has done anything or omitted to do anything (other than to submit claims in the ordinary course of business of the Company) which will result in a material increase in the premium payable under any of the Policies (excluding annual increases of premiums in the ordinary course).

The warranties in paragraphs 12.2.2 to 12.2.7 (inclusive) are given only to the extent that a breach thereof would have a material adverse financial effect on the Group as a whole.

No person (including, without limitation, the landlord) may bring the term of any lease agreement to which any Group Member is a party as a lessee to an end before the expiry of the term of the relevant lease agreement by effluxion of time (except by forfeiture).

There is no fact or circumstance which will restrict or terminate the Group's continued and uninterrupted possession or occupation of its premises, where such restriction or termination will have a material adverse effect on the Business.

The Group has the right to conduct the Business from the premises from which it trades in the ordinary course thereof.

No Group Member has any obligation to alter, renovate or improve the premises from which it trades, save as otherwise provided in any lease agreement, and in such an event, such obligation will not have a material adverse effect on the Business.

Rent payable in respect of the Group’s premises is not being reviewed and cannot be reviewed before the Implementation Date, save for reviews in the ordinary course as provided for in the relevant lease agreements.

No Group Member is in breach of any lease agreement to which it is a party.

As at the Implementation Date, the Company is not Aware of the existence of any fact or circumstance which will invalidate or give rise to a ground for termination, avoidance or repudiation of an agreement or arrangement to which any Group Member is a party which would have a material adverse effect on the Business. As far as the Company is Aware, no party with whom any Group Member has entered into a material agreement or arrangement has given notice of its intention to terminate, or has sought to repudiate or disclaim, the agreement or arrangement.

No Group Member is in breach of any agreement, arrangement or obligation entered into by any Group Member and which is material to the business of the Group. The Company is not Aware that any party with whom any Group Member has entered into an agreement, arrangement or obligations which is material to the business of the Group is in breach of the agreement, arrangement or obligation. The Company is furthermore not Aware of the existence of any fact or circumstance which will give rise to a breach of this type which would have a material adverse effect on the Business.

No Group Member is party to any agreement of a material nature which has not been entered into: (i) on an arms'-length basis; and (ii) on terms which are normal having regard to the nature of its business.

The Company is not Aware that either the execution or the performance of the Relevant Agreements will result in any Group Member losing the benefit of a material asset, grant, subsidy, right or privilege which it enjoys at the Signature Date which would have a material adverse effect on the Business.

Neither the execution nor the performance of the Relevant Agreements will conflict with, result in a breach of, give rise to an event of default under, require the consent of a person under, enable a person to terminate, or relieve a person from an obligation under any material agreement or arrangement to which any Group Member is a party which would have a material adverse effect on the Business of the Company.

The Group owes no amount to a present or former director, other officer or employee of the Group (or his dependant) other than for accrued remuneration or reimbursement of business expenses in the ordinary course of business.

There is no agreement or arrangement between any Group Member and an employee or former employee with respect to his employment, his ceasing to be employed or his retirement which is not included in the written terms of his employment or previous employment. The Group has not provided, nor agreed to provide, a gratuitous payment or benefit to a director, officer or employee or to any of their dependants.

The Group has maintained in all material respects up-to-date, full and accurate records regarding the employment of each of its employees (including, without limitation, details of terms of employment, payments of statutory sick pay and statutory maternity pay, income tax and social security contributions, disciplinary and health and safety matters) and termination of employment.

No executive employee of any member of the Group, being an employee of the Group and with annual cost to company in excess of R1,000,000 (one million Rand) ( Employee ), is entitled to any exceptional benefits in relation to leave privileges, accumulated leave in excess of 30 (thirty) days, pension or the like, other than provided for by the documented policies of the Group as at the Signature Date.

Save for market-related annual wage and salary increases and salary increases attributable to Employee promotions in the ordinary course of business, between 1 November 2016 and the Implementation Date, no member of the Group has in any way improved or undertaken to improve the terms of service of any of the Employees from those which prevailed on 1 November 2016.