We refer to the written agreement “Put and Call Option Agreement” between FirstRand Bank Limited (as part of its Rand Merchant Bank division), DNI-4PL Contracts Proprietary Limited, DNI Retail Contracts Proprietary Limited, The Starterpack Company Proprietary Limited, Net1 Applied Technologies South Africa Proprietary Limited, JAA Holdings Proprietary Limited, Sabvest Finance and Guarantee Corporation Proprietary Limited, Sabvest Investments Proprietary Limited and PK Gain Investment Holdings Proprietary Limited on or around […] May 2019 (“agreement option”). On the closing date of the call option, a sale is made automatically, in which grantee sells to buyers and buyers acquire from the stock exchange the option shares on the terms set out in this agreement. Any such sale between the stock exchange and a buyer is inseparable from any other sale resulting from the exercise of the call option between the stock exchange and another buyer. The company, the grantor, the guarantor and the shareholders (excluding the stock exchange) find that their respective boards of directors, prior to the expiry of 120 business days from the expiry of the confirmation under clauses 4.1.4.3, 4.1.2.3, 4.1.5.2 and 4.1.9.3 were carried out, the solvency and liquidity assessment covered by these clauses was verified, a new resolution was adopted under Section 1 Companies Act (to the extent that the company is solvent and liquid) and repeated this transaction before the expiry of 120 business days from the expiry of each of these new resolutions. without departing from the obligations set out in 12.1, the fellow is examined by all the essential decisions the group intends to make with respect to the company, stating that there is nothing in this clause that allows the fellows to determine and/or materially influence such an essential decision, or to manage and/or control the group in any way; Any reference in this agreement to “this agreement” or any other agreement or document must be interpreted as referring to this agreement or, if applicable, to another agreement or document, in the amended, amended, renewed or completed agreement or supplement. The fellow undertakes to obtain the preparation of the draft contract necessary to cover the terms of a new revolving credit facility agreement (or, failing that, a modified and rendered CPR amendment), in order, among other things, to increase the possibility of making the put option price (“New VRF”) possible as soon as possible after the entry into force and to submit such a draft contract to the company`s review. The company and Grantee agree to negotiate no later than 90 days after entry into force in order to sign the documents listing the new grapple and (ii) to meet all the terms of the payment of the funds.
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