AMENDME: T AGREEMENT T0 THE SALE AND PURCHASE AGREEMENT Datep DAY OF 2016 between trary mac tre f at and FRONTIER CAPITAL ALTERNATIVE ASSETS LinttTeD2 3 BA Holding Period: means the peviod commencing on the dats on which the Bank RoeNes the full Init Lump Sum Payment and ending on the date of the NOE Repurchase Notice, Net Collection: means the net emount derived ater dodueting thereasonable direset prs ind operating expenses relating to the recovery inline with industry bere Pere cat raliis as it eclates ta transactions for recovery of debs, arse ‘spplicable taxes payable by the FCAAL trom the gross amount colleated Sale and Purchase Agreement (as Amended): means the Sale and Purchase “errement amended by this Agreement ns stout n Schedule |t this Agreement Interpretation [G1 The cules of fterpretation ofthe Sale and Purchase Agreementshall app yt ths Agreement si set out in this Agreement save that references inthe Sao and Purchase Agreemento “his Agrecmen™ shall be corsnued as references, 'o the Sale and Purchase Agreementas amended by thisAgreement, a2 this Agreement: ary reference (0 a “elause" or "Schedule" is, unless the contesct ctherwite requires, a reference to a clase or Schedule of this agreement; and 5 clause and Schedule headings ae for eae of reference only 14 This Agreement shall constitute part ofthe Transaction Docurneni MENT To THE SALE AND PURCHASE AGREEMENT piith effet ffom the Execution Date, the Sale and Purchase Agreement shall be amended by this Agreement 22 Subject tothe amendments set out herein, all he provisions of the Sale and Purchase Agreement shall remain in full farce and efter god the Paaadments made herin shall not afect the validity of the Sale ar Purchase Agreement, 24 From the Execution Date all references to the Sale and Purchase Agreement shal be to the Sale and Purchase Agreement cs amended by the Agreement, fend the documents shall be read together 2s one. Conprtioxs precepent3 The following definitions are hereby amend “Loan” means each loan, overdrafi, credit fieility or other fnane¥ al ‘accommodation deseribed, specified and included in the Lozn Schedules 26 The insertion of the definition “Loan Document” immediately after the def jon “Loan Agreement” “Loan Document” means each of the documents, agreements, or instruments in relation to the Loun maintained or kept by the Bask or 4s agent, (other than the Collaters! Oocuments), in conection wi th the origination, acceptance and disbursement of each Loan and Included all data, information (both physical and electronic) in the original copy (10 the extent available and, if not, certified true copy); The insertion of the definition of “Purchase Election Notice” immediately after the definition “Payment Schedule"; “Purchase Election Notice” means a notice from FCAAL to the Bank, listing the Transaction NPLs which FCAAL is willing to purchase from the Bank; 43.1 “Collateral” is hereby amended by the insertion of the phrase “whether by the owner of such asset or « third party obligor immediately after tne phrase “such Transaction NPL" in line 3: $52 “Custody Agreement” shall be replaced with “Trust and Custodial Services Agreement” to mean “the custodial services agreement slated en or about the date hereof and entered into between the Parties, pursuant to which the Bank will be granted custedy of certain fssets in furtherance of Clause 4, to hold same in trust for FCAAL”: ‘oan Agreement” is hereby amended by replacing the definition of “Loan Agroement” to mean “the written agreement seiting out the Principal terms ofeach Loan executed by the Borrower or obligor”; +34 “Loan Rights’is hereby emended by replacing the definition of “Loan Rights" to meantall rights, title, interest, benefits, receivables ane proceeds arising fforn and in connection therewith including ‘without limitation the proceeds of, cash in or under, righ 1, of chose in action in relation to, such NPL and all rights, title, interests, benefits and proceeds arising from and in all Collateral and Collateral Documents connected therewith but excluding for the avoidance of Goubt sry obligation or liability of the Bank under the Loan ‘Aareement or the Collateral Document"; 455° “Loan Sale Completion Date"is hereby amended by replacing the Gefisition of “Loan Sale Completion Dats” to mean “the date falling fourteen(14) Business Days after satisfaction or waiver of the Conditions Precedent or any other date agreed by the Parties on , \which date Completion shall take place in accordance with clause $” 4$3 Clauses 2.2 and 2.3 of the Sale and Purchase Agreement shall be referred to as Clause 23 and 2.4according! 54 Clause 2.4 ofthe Sale and Purchase Agreement shall be deleted an: laced withthe following new clause 2: 25 The Bank aarees to do all things required in law and by contract between it and the counterparties to the Loan Agreement or Collateral Document, (including to issue and serve on the Borrower oF the grantor of the sceurity, elevant notices to make assigomentt and sale ofthe Loan Rights ebsolute (and in particular, the Coliatereal) snd to ensure that the sale, transfer, assignment and conveyance of the Loan Rights to FCAAL is effective, as well as enforceable in Accordance with the terms of this Agreement 55 Clause 2.5 ofthe Sole and Purchase Agreement shall be deleted and replaced ‘withthe following new clause 2.6: 26 Completion shalt occur on the Loan Sale Completion Date, and at the Bank’ offices and et Completion, FCAAL. shall pay tothe Bank by wre transfer of immediately available funds the initial Lamp Sum Payment (les any smount already paid to the Bank by FCAAL) into such account as the Bank may advise FCAAL in writing on ot prior to the Loan Sale Completion Date. 56 The following new clauses are hereby inserted imamediately afer clause 2.6 A new clause 2.7 as follows: “The sale, transfer, assignment and conveyance of the Loan Rights in Tansaction NPLs by the Bank and acceptance ofthe Loan Rights by the Purchaser under clause 2.1 above shall extend to, cover and include (to the fullest extent essignable under any Applicable Law) ait of the Bank's rights, ttle and interest in and to any related chose inaction created by, or in, the Loan Document, Collateral Document, any participation oF similar agreement representing an interest in ang ofthe foregoing and any other security interest which the Bank may have, either at law or in equity in relation tothe Loan Rights, A new clause 2.8 as follows: 28 All moneys received by tae Banke after the Completion Date in sonnection with the exercise of, ar which i axtibutable to, any ‘Halts, die and interest in ang to any Loan Rights, or any related Loan Document, Collsteral Document, any participation or similar agreement representing an interest in any of the foregoing and all and any other security imrests in any Collateral which the Bank may i ‘ave, either a lew or in equity, in relation to each Loan Right, sola, | But ‘ 2) F,5.10 sat sz Claus From the Loan Sale Completion Date, FCAAL shall open with tlie Bank and operate the NPL Collectién Account for the purpase of exchisively receiving monies due in respect of each NPL collection and to hold same and any proceeds of collateral for the benefit of FCAALIn accordance withthe term of this Agreement. All paymer ts ‘atic and all monies received with respect 10 emy NPL. shall be deposited into the account with the Bank (the “NPL Collection Account") se 33 of the Sale and Purchase Agreement is hereby deleted and replaced with the following: Ane 3a For the avoidance of doubt and notwithstanding any provision of the Sale and Purchase Agreemtentio the contrary, the Top-Up payments shall be made from the NPL Collection Account and based on Net Collection end FOAAL undertakes, warrants, and represents that shall i. keep records of all costs and expenses incurred in the course of recovering all sums due and payable under theTransaction NPLs and the achievement of the Collection Benchmark; ii, the Bank shall have the right upon giving no less than five Days prior written notice to FCAAL, to review information, or repons relating to the costs and expenses relating to any recoveries Clause 3.4 shall be inserted as foltows: Shere FCAAL defaus in paying the balance on the Inidal Lump ‘Sum payment in accordance with clause 3.1, and such default porsiste over @ period of seven (7) business days but not exceeding 6 (lic) sslendar momihs, the default interest payable shall be 0.$% (zero point five percent) per annum on the balance eutstending monthly in rears, Where however, the ammount outstanding on the balance of the {nitial Lump Sum Payment remains wnpald for a period exceeding S(sis} months, this Agreement shall be terminated and the Bank shal} retain 5% ofthe initial depesit made and rum 95% of the deposit to FCAAL. ‘The Parties hereby agree that notwithstanding the provisions of the Sale and Purchase Agreement, the Default Interest payable on the frilure to make any Top-Up payments shall be 0.025% per month of elay on the shortfall amount payable, A now Clause 4 is hereby inserted immediately after Clause 3 as follows: 4 core fp549 writing within five (S) Business Days upon discovering such categorization requesting 10 an adjustment under this clase 72. 73 Claw-back Notwithstanding the provision of Clause 72 of this Agreement, where FCAAL discovers following the purchase of the Transaction NPL that outstanding sums under a Transaction NPL have been fully recovered by the Benk prior co the Loon Sale Completion Date, FCAAL shall be entitied to clow-bock the price paid in respect of such Transaction NPL as determined by the Patties in accordance ‘with Schedule 2 ofthis Agreement Clouse 7 ofthe Sale and Purchase Agreement is hereby deleted. Clause 8.2 of the Sele and Purchase Agreement is heteby amended as follows: 82 Upon the termination of this Agreement in eceordance with Clause 8.1 hereof, FCAAL shall be deemed to automatically refinguish its Loan Righ's in and over the Residual Asseis to a nominee of the Bank. Clause 9 of the Sale and Purchase Agreement is hereby deleted and a new Clause 9 shall be inserted as follows 9 —-Re-Purchase by the Bank ‘The Bank shall have the option to repurchese any Transaction NPL at ‘ay time after the Loan Sale Completion Date by giving FCAAL, notice ofits intention in writing stating the relevant Transaction NPL, Which it imtends to purchase (“NPL Reparehase Notice”) and FCAAL should it elect to assign, shell communieste the NPL Re- Purchase Price of the relevant Transaction NPL PROVIDED THA‘T such NPL Re-Purchase Price shall be calculated a follows: Initial purchase price x Carry Cost the Holding Period Clause 10.2 of the Sale and Purchase Agreement is hereby amended by the insertion of a new clause 10.2 (vi) immediately after clause 102 (v) as Follows: 0.2001) except as disclosed in the Disclosure Letter there are no actions or proceedings against the Bank before eny court of administrative or Fegulatory agency or other competent tribunal that if determined adversely to the Bank, might materially or adversely affec the sale, ‘wansfer assignment and conveyance, or invalidate its rights title and interests in and to the Loan Rights or any related Loan Agreement, , Collateral Document or Collateral, any participation or similar 10 adi se523 te other Pty isin material breach of any term, condition, representation or worry herein provided and fils to rectify the breach within fifteen (1 5) days upon being notified in writing of the breach including the details of thre breach. 524 Clause 13.3 is hereby deleted and replaced as Clause 13.2 as follows: Upon termination '5.2.1. Where FCAAL terminates under Clause 13.1 above, FCAAL shall be ‘entitled t0 repayment ofthe Initial Lump Sum Payment. 13.2.2. Where the Bank terminates under Clause 13.1 above, any and ali Loan Rights assigned to FCAAL in the NPLs shall automaticaly relinquish ‘and revert co the Bank and FCAAL shall be entitled to repayment of the lnitial Lump Sum Payment, Clause 14.7.3 ofthe Sale and Purchase Agreement is hereby amended by the deletion of the phrase * Arbitration and Conciliation Act, Cap A18, Laws of the Federation of Nigeria 2004” jn line 4 and the insertion ofthe phrase “Lagos State Arbitation Law, Cap A.11, Laws of Lagos State of Nigeria 2015", Schedule | of the Sale and Purchase Agreement is hereby deleted. ‘Schedule 2 ofthe Sele end Purchase Agreement shall be replaced as Schedule Schedule 3 of the Sale and Purchase Agreement shall be replaced as Schedule 2 anc. the definition of inital Lump Sum Payment shall be doieted, Schedule 4 is hereby be deleted. Schedule 5 is hereby deleted All references to¥FCL" FCAAL” accordingly. jn the Sale und Pureinase Agreement shall be replaced with The Peries hereby agree that notwithstanding Schedule 4 of the Sale and Purchase ‘Agreement, the NPL. Repurchase Pricing Model shall be the same as the acquisition, brics mode! applied st the time of purchase plus the Canying Cost over the Holding Pesiod REPRESENTATIONS AND WARRANTIES The warranties in clause 10 of the Sele and Purchase Agrosment, and its amendments ‘hereto under this Agreement, are hereby restated and incorporated by reference into the provisions of is Agreement. leIN WITNESS whereof the perties have hereunto caused their respective common seals to te affved the day and year firs above writen. ‘The COMMON SEAL of the within-named: UNITY BANK PLC ‘was hereunto affixed inthe presence oft DIRECTOR The COMMON SEAL of the within-named FRONTIER CAPITAL ALTERNATIVE ASSETS LIMITED ‘was hereunto affixed in the presence of: Sah aan DIRECTOR a te, aivcrogseederiay