Sample Mandate Letter

MANDATE LETTER (Advisee) 03 September 2014 PROVISION OF FINANCIAL, TRANSACTION ADVISORY AND CAPITAL RAISING SERVICES TO (ADVISEE) 1. Reference is made to the recent meeting and discussions held at your offices on _____________2014. As discussed, (Advisor) would be glad to provide (Advisee) with Financial, Transaction Advsiory and Capital Raising services. 2. This Letter (“Mandate Letter”) sets out the terms and conditions of the Financial, Transaction Advisory And Capital Raising services, subject to change, which (Advisor) will provide to (Advisee). 3. Appointment (Advisee) hereby appoints (Advisor) as its exclusive Lead Financial & Transaction Advisor in relation to Financial, Transaction And Capital Raising services dedicated to address the following general objectives for (Advisee):  Achieve refinancing of (Advisee)’s debt obligations with more appropriate and cost effective financing options taking into account the business of (Advisee) and growth objectives;  Achieve an exit for (Advisee)’s initial shareholders through a public or private equity offering in (Advisee);  A possible listing on the ________Securities Exchange(____). (Advisor) (Advisor) (or “the Lead Financial & Transaction Advisor”) will perform the following duties: 4.

4.1. Phase I & II -Management Of The Comprehensive Preliminary Advisory Services: (Advisor) will recommend to (Advisee) the involvement of qualified business consultants and legal advisor, in order to address critical business consultancy requirements, including: i. Assessment of the business model, in accordance with best practices and the local operating environment; ii. Advise on the product mix and sales strategy ; iii. Review the marketing / branding strategy and advise on potential improvements; iv. Technical and financial capacity assessment; v. Advise on human resource capacity and structure; vi. Optimise operational efficiency; vii. Review and advise on organisational / legal restructuring; viii. Provide Financial modeling services; ix. Prepare a Strategic Plan for (Advisee) 4.2. Phase III –Capital Raising Services : Following the successful completion of Phase I & II , (Advisor) will structure a capital raising plan to address the following objectives for (Advisee): Page 1 of 10

i. Review the current debt obligations of (Advisee) with its creditors and bankers; ii. Assist (Advisee) in immediate refinancing of its debt arrangements with appropriate financing arrangements suited to the (Advisee) business including but not limited to offshore financing; iii. Structure a private or public equity/ Offering of (Advisee) to potential investors and achieve a partial exit to existing shareholders of (Advisee); Marketing/Distribution of the Equity / Debt Offering To ensure the success of the capital raising efforts as outlined in this 4.2, (Advisor) will ensure prompt placement of the structured financing program to Retail investors, selected High Net worth Investors, Institutional Investors, Family Offices and / or other Strategic Partners. This may include the following duties: i. Appointment of Joint-Placing Agents, if required; ii. Marketing the issue to financiers - distribution of the transaction documentation; iii. Managing the negotiation process with potential investors; iv. Book building and review of indicative terms with the client; v. Coordinating additional due diligence processes, if required; vi. Monitor the placement process until completion (Final negotiations of Terms and Conditions, Execution of Legal Agreement(s), Draw-down on financing) 4.3. Phase IV – Listing (Advisor) will provide (Advisee) with transaction advisory services in relation to a possible listing on the ______________ Securities Exchange(________). (Advisor) will ensure that in carrying out the outlined services in this clause 4, that it seeks (Advisee) approval for any proposals or recommendations including any proposed investors and advisors for (Advisee) during the entire advisory process. 5. Duration Of The Appointment This Mandate Letter applies to the provision of Financial, Transaction Advisory And Capital Raising services to (Advisee) commencing on the date of this letter, unless otherwise agreed in writing between the Parties, ending on the earlier of the completion of the services or the effective date of Termination of (Advisor)’s appointment, pursuant to “Termination” as defined in Clause 6. The indicative timelines are set out in Appendix A, “(Advisee) Project Workplan” of this Mandate Letter and are subject to the following:  the successful completion of Phase I - Preparatory and Phase II – Strategic Consulting, Due Diligence and Valuation;  prompt provision of information and allocation of relevant human resources by (Advisee) management, as (Advisor) and/or other appointed consultants may request over time;  No material change affecting the project structure or local macroeconomic core drivers;  a successful book-building within the targeted investors community;  Receipt of regulatory approvals, where required.

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Additional Services: Should (Advisee) require (Advisor) to perform work in addition to what is set out in this Mandate, (Advisee) and (Advisor) shall execute a separate mandate (on terms to be mutually agreed) for such additional work. 6. Extension And Termination 6.1. Subject to agreement in writing between (Advisee) and (Advisor), (Advisee) may elect to extend the duration of the appointment of (Advisor) in writing and (Advisor) shall continue to provide the services set out in clause four (4) for the duration of the extension period agreed upon. 6.2. Either (Advisee) or (Advisor) shall be able to terminate this Mandate Letter, by the serving of two (2) weeks written notice, resulting from non-performance of any material obligation contained in or arising out of this Mandate letter, or on the breakdown of negotiations/discussions between the parties concerned. 7. Professional Fees 7.1. (Advisor)’s fee (“the Fees”) for providing Services to (Advisee) is quoted exclusive of taxes and other applicable taxes, and is payable to (Advisor) by the (Advisee) on presentation of an invoice and comprises of: Mobilization Fees A fee equivalent of ____________ is payable upon signing of the agreement. The mobilization fees forms part of the overall transaction fee payable. Monthly Retainer (Advisee) shall pay (Advisor) a monthly retainer in the amount of ______________. This portion of the transaction fee will be payable in arrears at the end of every month for the duration of the engagement, within seven (7) days of receipt of a valid invoice from (Advisor). Capital Raising Success Fees A success fee equivalent to _______% of total capital raised. This fee is payable upon completion of the capital raising initiative(s) and is exclusive of costs reasonably incurred by (Advisor) in providing the services, other than travel and accommodation costs incurred by (Advisor).

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Listing Advisory Fee A success fee equivalent to _______% of achieved transaction value (being the total market capitalization upon listing). This fee is exclusive of all costs reasonably incurred by (Advisor) in providing the services, other than travel and accommodation costs incurred by (Advisor).

7.2. Expenses: In addition to the Fees as set out in Clause 7.1 above, unless otherwise agreed in writing with (Advisor), (Advisee) shall bear and be responsible for the payment of all costs and expenses of, or incidental to, or incurred in connection with, the Transaction or matter(s) in respect of which the Services are provided. For the avoidance of doubt, this shall include travel and accommodation expenses incurred by (Advisor) and its Associates. (Advisee) will only bear such expenses where (Advisor) and its Associates have obtained prior approval from (Advisee) to incur such expense. (Advisee) shall on request promptly reimburse (Advisor) with the amount of any such costs or expenses, which (Advisor) may have paid on behalf of (Advisee) and (Advisee) hereby authorizes (Advisor) to deduct such costs or expenses from any amounts received or held by (Advisor). Where any such amount is reimbursed to (Advisor), (Advisee) shall in addition pay to (Advisor), where necessary, in respect of any additional taxes: a. if any reimbursement constitutes part of the consideration for any supply of Services to (Advisee), such amount as equals any input tax payable by (Advisor) in respect of the same costs or expenses, for which (Advisor) is unable to take any credit or make any recovery, as well as the amount of any additional taxes for which (Advisor) is properly liable in respect of that supply; and b. if any costs or expenses constitute disbursements incurred by (Advisor) acting as an agent on behalf of (Advisee), any additional taxes thereon. 7.3. Deductions: (Advisee) agrees that all sums payable to (Advisor) or any shall be paid free and clear of all deductions or withholdings unless the deduction or withholding is required by law, in which event (Advisee) shall pay such additional amount as shall be required to ensure that the net amount received by (Advisor) or the (Advisor)’ Associate will equal the full amount which would have been received had no such deduction or withholding been made. 7.4. Other Advisor Fees: Should (Advisor) contract providers of strategy consulting, legal, accounting, taxation or other specialist services, (Advisee) will reimburse (Advisor) for the expenses incurred on obtaining such services, where approval has been received in writing from (Advisee) to (Advisor) to obtain the services in advance. (Advisee) and (Advisor) agree to review the structure and the amount of (Advisor)’s Fee should the advisory services outlined in the (Advisee) Project Workplan be implemented in a form materially different from that contemplated in this Mandate Letter

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8. The Advisory Team The key personnel of (Advisor) advisory team will include the following members: Name

Title

Mobile

Email

(Advisor) undertakes that the availability of all its team members will be such that the transaction or the provision of the services will not be impeded. 9. Conflict (Advisor) has professional relationships and access to a wide cross section of businesses and therefore sees no conflict in working with (Advisee). 10. Rights And Obligations Of (Advisor) (Advisor) shall be entitled: 10.1. to do all that is reasonably necessary either to carry out its services (including acting as the agent of (Advisee)) or to comply with any applicable laws, rules, regulations, authorizations, consents or practice as may reasonably be appropriate; 10.2. to nominate its employees as it deems appropriate, to fulfil its obligations in this Mandate letter; 10.3. with the prior written consent of (Advisee), to seek, obtain and pay for such professional advice from external third party specialist advisors that (Advisor) considers necessary for the proper discharge of this Mandate letter. This clause 10.3 is subject to the provisions of clause 7.4 above; 10.4. with the prior consent of (Advisee), to obtain access to all information and documentation necessary for the proper discharge of this Mandate letter; 10.5. to assume that any instructions, notices or requests (in whatever form issued) have been properly authorized by (Advisee), if they are given or purported to be given by an individual who is or purports to be, and is reasonably believed by (Advisor) to be, a director, officer, employee or authorized agent of (Advisee). (Advisor) shall be obliged: 10.6. at all times to act with confidentiality, diligence and good faith; 10.7. to keep all information provided to it by (Advisee) and/or employees of (Advisee) pursuant to the provisions of this Mandate letter with respect to or concerning the business, affairs, directors or employees of (Advisee) confidential, and not to use such information for a purpose other than that for which it was intended nor to disclose such information to any third party without the prior written consent of (Advisee) except as may be necessary to obtain or achieve the proper discharge of this Mandate letter or as may be required in terms Page 5 of 10

of applicable laws. 10.8. (Advisor) represents and warrants that: a) all acts, conditions and things required to be done, fulfilled and performed in order to enable it to execute, exercise its rights under, perform and comply with the obligations expressed or to be assumed by (Advisor) under this Mandate letter, including licenses and regulatory approvals, have been done, fulfilled and performed; b) the provisions of this Mandate letter are not in conflict with and will not constitute a breach of the provisions of any other agreement or undertaking, or provision of law binding upon (Advisor) or of (Advisor)’ Memorandum or Articles of Association; 11. No Guarantee (Advisor) does not give any warranty or guarantee with respect to the success or satisfactory conclusion of the proposed financial, transaction advisory and capital raising services. 12. Rights & Obligations Of (Advisee) 12.1. (Advisee) undertakes to do all such things as may be reasonably necessary, and sign all documents required, to give effect to the Mandate Letter as may be required by (Advisor) from time to time; 12.2. (Advisee) represents and warrants that the provisions of this Mandate letter are not in conflict with and will not constitute a breach of the provisions of any other agreement or undertaking, or provision of law binding upon (Advisee) or of its Memorandum or Articles of Association; 12.3. (Advisee) undertakes to procure and ensure that: 12.3.1. All material facts, matters and contracts relating to (Advisee), to the extent that they are relevant to the fulfilment by (Advisor) of this Mandate letter, will be disclosed to (Advisor) timely to enable all of the necessary documentation to be prepared and/or the necessary advice to be given; 12.3.2. The content and nature of all discussions held between representatives of (Advisee) and representatives of any of the other parties to the transaction contemplated in this Mandate letter, to the extent that these are relevant to the proper fulfilment of (Advisor) duties in terms of said Mandate letter, shall be disclosed to (Advisor) ; 12.3.3. All information provided or statements made by (Advisor) and/or employees of (Advisor) on behalf of (Advisee) for the purposes of the fulfilment by (Advisor) of this Mandate letter or otherwise, including any public statement, will be full and complete and there will be no material inaccuracies or omissions. (Advisee) is aware that any information provided or statement made by (Advisee) and/or its employees and/or officers will be relied and acted upon by (Advisor) and (Advisee) will take all necessary steps to verify all such information as may be required by (Advisor); 12.3.4. If anything occurs within a reasonable time of the provision of any information in terms of this Section 12 that renders such information untrue, unfair or misleading, (Advisee) shall promptly notify (Advisor) to this effect and take all such steps as (Advisor) may reasonably require to correct any statement or publication based on such information;

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12.3.5. (Advisee) indemnifies (Advisor) and holds it harmless against any and all claims of any nature whatsoever made by any party against (Advisor) and against all damages, costs or liability of any nature whatsoever for which (Advisor) may become liable, except to the extent that such liability arises out of the negligence or wilful default of (Advisor) and even then if such claim arises from or is based upon (Advisee)’ failure to disclose all or any material fact, matters and contracts to (Advisor) or which may arise from or be based upon any inaccuracy or omission in any statement made or information provided, (Advisee) agrees to meet all of the legal and other costs incurred by (Advisor) in the event of such claim or action ; 12.3.6. (Advisee) agrees that the liability of (Advisor) in carrying out its professional services shall not in any circumstances, involve a claim by (Advisee), exceeding the amount paid in respect of fees charged for services rendered under the terms of this mandate; 12.3.7. Save as disclosed in writing, (Advisee) confirms that it has the authority to execute this Mandate letter and incur the obligations set out herein; and agrees that it will, obtain all necessary consents and authorizations in order for (Advisor) to carry out its duties in terms of this Mandate Letter and for the transactions or matters contemplated by this Mandate Letter; 12.3.8. (Advisee) agrees that it will comply with all relevant laws and regulations in any jurisdiction having a bearing on the transactions or matters contemplated in this Mandate letter; 12.3.9. (Advisee) agrees that any advice rendered by (Advisor) is provided solely for the purposes of (Advisor) meeting its obligations in terms of this Mandate letter and for the sole benefit of (Advisee) as the case may be. This advice may not be used or relied upon for any other purpose without the prior written consent of (Advisor); 12.3.(Advisee) gives to (Advisor) a reciprocal undertaking with respect to confidential information concerning the business, affairs, directors or employees or associates of (Advisor) as may come into the possession of (Advisee) as (Advisor) has undertaken to give. Meaning of “Associate” The expression “Associate” in this Mandate Letter means (i) officers, directors, employees, representatives, agents, and companies other than subsidiary companies of the (Advisor) from time to time; (ii) subsidiaries, holding company (if any) and each of the subsidiaries of such holding company and each of their respective officers, directors, employees, representatives and agents from time to time; and (iii) in the case of the (Advisor), to the extent that they are not included in (i) and (ii) of this definition, associated companies and companies, of which such companies and the companies referred to in (ii) of this definition are associated companies and, for this purpose, 'subsidiaries' and 'holding companies' shall have the meanings assigned to them in terms of the Companies Act of __________. 13. ADDITIONAL MATTERS 13.1.(Advisee) undertakes that it will not take any material step or action in relation to, or publish or procure or solicit the publication of, any document, statement or communication about any transaction or matter contemplated in terms of this Mandate letter without the prior consultation of (Advisor). 13.2.(Advisee) agrees to provide to (Advisor) or procure the provision to (Advisor) of such confirmations as (Advisor) may reasonably require in order to be satisfied that any public statement that is made or is required to be made with respect to the proposed Issue or matters Page 7 of 10

the subject of this Mandate letter, complies with any applicable regulations. 13.3.(Advisee) agrees to allow (Advisor) (at their own cost and expense) to engage in other forms of use/publicity regarding the success of the proposed transaction upon satisfactory conclusion and prior written approval by (Advisee). 13.4.(Advisee) will at its preference, provide (Advisor) with a letter of recommendation after closure of the engagement is complete within 14 calendar days after payment of the final invoice. 14. CORRESPONDENCE AND PAPERS 14.1.All correspondence, transaction documentation (information memorandum, teaser, industry reports, in-house survey) and papers, in the possession or control of (Advisor) relating to any services provided to (Advisee) in terms of this Mandate letter, or the subject matter of such services, shall be the sole properties of (Advisor) save for original agreements, share certificates, other documents of title or any other document expressly held on behalf of (Advisee). 14.2.During the engagement, (Advisor) may from time to time communicate with (Advisee) or others approved by (Advisee) electronically. However, as (Advisee) is aware, the electronic transmission of information cannot be guaranteed to be secure or error free and such information could be intercepted, corrupted, lost, destroyed, arrive late or incomplete or otherwise be adversely affected or unsafe for use. (Advisor) shall not have any liability to (Advisee) arising from or in connection with electronic transfer of communication and information to (Advisor). 15. NOTICES Any notice or consent to be given hereunder may be delivered in person by way of a letter or be sent by facsimile transmission to the address of the (Advisor) registered office for notices to (Advisor), and to the address last notified by (Advisee) to (Advisor) for notices to (Advisee). The Parties hereto choose the following address for all purposes in connection with this Mandate Letter and Transaction as follows: (Advisor):

(Advisee):

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16. ENTIRE AGREEMENT This Mandate letter constitutes the entire agreement between the (Advisee) and (Advisor) with respect to the subject matter hereof. Any provision of this Mandate letter may be amended or waived if, and only if, such amendment or waiver is reduced to writing and signed, in the case of an amendment, by (Advisee) or (Advisor), or in the case of a waiver, by the party against whom the waiver is to be effective. 17. GOVERNING LAW The entire Mandate letter between (Advisee) and (Advisor) shall be governed by and construed in accordance with the Laws of __________. 18. SEVERABILITY Each provision of this Mandate Letter is severable and if any provision is or becomes invalid or unenforceable or contravenes any applicable legislation, the remaining provisions will not be affected.

19. ARBITRATION CLAUSE Any dispute arising relating to this Mandate letter shall be resolved by way of consultations and mediation held in good faith between the parties, which will begin immediately upon notification by any party to the other. If the dispute cannot be resolved within ten (10) working days following the date such notice is given, the dispute, controversy, claim shall be submitted to and decided by arbitration upon request by any of the parties by written notice to the other party. The parties shall agree to one (1) arbitrator who shall be a respected individual with wide knowledge in the industry or commercial law. Should the parties fail to agree on the arbitrator, the Chairperson of the Chartered Institute of Arbitrators shall appoint the arbitrator. The arbitrator shall decide on the arbitration on the basis of the facts and papers presented to them and in accordance with the Arbitration Act or any succeeding statute. The arbitrators` decision shall be final and but subject to appeal as provided for in the Arbitration Act, 1995 or any succeeding statute. The arbitrator shall determine the reasonable costs of any arbitration undertaken pursuant to this understanding as well as the party responsible to pay the costs thereof. The provisions of this Clause 19 do not preclude either party obtaining interim injunctive relief pending the conclusion of arbitral proceedings.

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(Advisee) hereby confirms acknowledgement and agreement to the terms and conditions contained herein by signing and dating this Mandate Letter and returning it to the undersigned. Yours very truly for and on behalf of (ADVISOR) Sign ……………………………………………………

Sign ……………………………………………………

Date ……………………………………………………

Date ……………………………………………………

We agree to the terms and conditions set out above. (ADVISEE) Sign …………………………………………………… Date ……………………………………………………

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