1. TERMS AND CONDITIONS OF LOAN AND REPAYMENT
1.1 The Lender agrees, on the terms and conditions set forth herein, to make a single loan to the Borrower of the amount reflected as "capital" in the Schedule.
2.2 Amounts borrowed hereunder which are repaid or prepaid by the Borrower may not be re-borrowed.

2. LOAN ACCOUNTS
The Loan made by the Lender shall be evidenced by one or more loan accounts or records maintained by such Lender in the ordinary course of business.

3. FUNDING OF LOANS
The proceeds of all such Loans will then be made available to the Borrower by the Agent by wire transfer in accordance with written instructions provided to the Lender by the Borrower of like funds as received by the Agent.

4. REPAYMENT
The Borrower shall repay the Loan in full, together with all accrued and unpaid interest thereon, on the Maturity Date.

5. INTEREST
(a) Each Loan shall bear interest on the outstanding principal amount thereof from the Closing Date at a rate reflected in the Schedule or such rate as may be notified by the Lender to the Borrower in writing from time to time.
(b) Interest on each Loan shall be paid in arrears on each Interest Payment date. Interest shall also be paid on the date of any prepayment of Loans payment (including prepayment) in full thereof and, during the existence of any Event of Default, interest shall be paid on demand of the Lender.

6. FEES & CHARGES
The Borrower shall pay an administration fee and charges to the Lender for the respective accounts.

7. COOLING OFF
The Borrower shall be allowed 2 days cooling off period whereby, the borrower is allowed to terminate the loan agreement after signing of the loan agreement or approval, where it happened earlier ad shall not be charged any fee for the termination provided that :-
(a) Where the principal amount has been advances to the borrower, the borrower shall simultaneously repay the amount advanced; and
(b) The micro lender is entitled to charge the borrower the prorated cost of credit

8. PAYMENTS BY THE BORROWER
(B) All payments to be made by the Borrower shall be made without set-off, recoupment or counterclaim. Except as otherwise expressly provided herein, all payments by the Borrower shall be made to the Lender and shall be made in Botswana pula currency and in immediately available funds, no later than 5:00 p.m. Botswana time) on the date specified herein.

9. TAXES
(a) Any and all payments by the Borrower to each Lender under this Agreement and any other Loan Document shall be made free and clear of, and without deduction or withholding for any Taxes. In addition, the Borrower shall pay all Other Taxes.
(b) The Borrower agrees to indemnify and hold harmless the Lender for the full amount of Taxes or Other Taxes including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section paid by the Lender.

10. FUNDING LOSSES
The Borrower shall reimburse the Lender and hold the Lender harmless from any loss or expense which the Lender may sustain or incur as a consequence of:
(a) the failure of the Borrower to make on a timely basis any payment of principal Loan;
(b) the failure of the Borrower to borrow the Loan on the Closing Date;
(c) the failure of the Borrower to make any prepayment in accordance with the Agreement;
(d) the prepayment or other payment of a Loan on a day that is not the last day of the relevant Interest Period.
The aggregate of penalty amount referred to in sub-regulation 1(h) and the additional costs, excluding identifiable legal fees shall not exceeds five percent of the outstanding principal amount per month with a maximum not exceeding the outstanding principal amount. (Regulation 10(3) of Micro Lending Regulation 2012)

11. CERTIFICATES OF LENDER
The Lender claiming reimbursement or compensation under this Agreement shall deliver to the Borrower a certificate setting forth in reasonable detail the amount payable to the Lender hereunder and such certificate shall be conclusive and binding on the Borrower in the absence of manifest error.

12. SURVIVAL
The duties and obligations of the Borrower in this Agreement shall survive the payment of all other Obligations.

13. CONDITIONS OF LOANS
The obligation of the Lender to make his Loan hereunder is subject to the condition that the Lender has received on or before the Closing Date all of the following, in form and substance satisfactory to the Lender and in sufficient copies for each Lender:
(a) Credit Agreement and Notes. This Agreement, the Notes and the Warrants executed by each party thereto;
(b) Purchase Finance Order
(c) Copies of the resolutions of the board of directors of the Borrower and each Subsidiary that may become party to a Loan Document authorizing the transactions contemplated hereby, certified as of the Closing Date by the Company Secretary of such Person;
(d) A certificate of the Company Secretary of the Borrower, and each Subsidiary that may become party to a Loan Document certifying the names and true signatures of the officers of the Borrower or such Subsidiary authorized to execute, deliver and perform, as applicable, this Agreement, and all other Loan Documents to be delivered by it hereunder;
(e) Organization Documents; Good Standing. Each of the following documents: (i) the articles of association or certificate of incorporation of the Borrower and each Subsidiary party to any Loan Document as in effect on the Closing Date, certified by the Company Secretary of the Borrower or such Subsidiary as of the Closing Date; and (ii) a good standing certificate for the Borrower and each Subsidiary party to any Loan Document from the applicable Governmental Authority) of its state of incorporation and each state where the Borrower or such Subsidiary is qualified to do business;
(f) Certificate. A certificate signed by a Responsible Officer, dated as of the Closing Date, stating that: (i) the representations and warranties contained in the Agreement are true and correct on and as of such date, as though made on and as of such date; (ii) no Default or Event of Default exists or would result from making the Loans under the Agreement; and (iii) there has occurred since January 2012, no event or circumstance that has resulted or could reasonably be expected to result in a Material Adverse Effect; and
(i) Other Documents. Such other approvals, documents or materials as the Lender may reasonably request.

REPRESENTATIONS AND WARRANTIES
The Borrower, if a corporate company represents and warrants to the Lender that:

14. VARIATIONS
No variation of this agreement shall be effective unless it is in writing and signed by each of the parties (or their authorised representatives).

19. ASSIGNMENT AND OTHER DEALINGS PROHIBITED
19.1 This Agreement is personal to the parties and neither party shall assign, transfer, mortgage, charge, subcontract [, declare a trust of] or deal in any other manner with any of its rights and obligations under this agreement without the prior written consent of the other party [(which is not to be unreasonably withheld or delayed)].
19.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

20. WAIVER
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of a right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

21. SEVERANCE
21.1 If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected.
21.2 If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, [the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable OR the parties shall negotiate in good faith to amend that provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties' original commercial intention].

22. ENTIRE AGREEMENT
22.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous drafts, agreements, arrangements and understandings between them, whether written or oral, relating to its subject matter.
22.2 Each party agrees that it shall have no remedies in respect of any representation or warranty (whether made innocently or negligently) that is not set out in this agreement. No party shall have any claim for innocent or negligent misrepresentation based upon any statement in this Agreement.

23. NOTICES
23.1 Any notice or other communication required to be given to a party under or in connection with this contract shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or other next working day delivery service [providing [proof of postage OR proof of delivery]], at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party's main fax number.
23.2 Any notice or communication shall be deemed to have been received if delivered by hand, on signature of a delivery receipt [or at the time the notice is left at the proper address], or if sent by fax, at [9.00 am] on the next Business Day after transmission, or otherwise at [9.00 am] on the [second] Business Day after posting [or at the time recorded by the delivery service].
23.3 This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution. For the purposes of this clause, "writing" shall not include e-mail.

24. GOVERNING LAW AND JURISDICTION
24.1 This agreement and any dispute or claim arising out of or in connection with it or its subject matter (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Botswana.
24.2 The parties irrevocably agree that the courts of Botswana shall have [non-]exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).

LOAN AGREEMENT
Whereas :
1. Client Signature: ____________________    Date: ____________________
2. The Lender has agreed to lend BWP ____________________ (figures) ____________________
to the Borrower for a period of ____________________ (months) on terms and conditions herein.