INTERPRETATION

In this Agreement, unless the context indicates a contrary intention, the following words and expressions bear the meanings assigned to them and cognate expressions bear corresponding meanings –

" AFSA " means the Arbitration Foundation of Southern Africa;

" Agreement " means the agreement contained in this document, including all annexures hereto;

" BEE Act " means the Broad-Based Black Economic Empowerment Act, No 53 of 2003 as amended from time to time;

" BEE Codes " means the Codes of Good Practice on Broad-Based Black Economic Empowerment, published under section 9(1) of the BEE Act, in Government Gazette No 29617 on 9 February 2007 as amended from time to time;

" BEE Compliance Certificate " means, at any time, a certificate issued by such person as is designated from time to time for such purpose by the Company by way of notice to the BEE Shareholders, certifying (at the relevant time) whether or not any of the warranties, representations and undertakings referred to in clauses 8.1.1.1 to 8.1.1.2 (inclusive) have been or are being breached in any way, and confirming the status of the relevant entity, as contemplated in clause 8.1.1.3;

“BEE Parties” means BEE SPV and the BEE Shareholders;

" BEE Shareholders " means Mosomo and such other persons or entities as may become holders of shares in the issued share capital of BEE SPV at any time in the future;

" BEE Shares " means 4,100,000 (four million one hundred thousand) shares of the Company’s common stock, par value $.001 per share;

" BEE SPV " means Business Venture Investments No 1567 (Proprietary) Limited (RF), registration number 2011/115501/07, a limited liability, private, ring-fenced company, duly incorporated in accordance with the laws of the Republic of South Africa;

" Black People " is as defined in Schedule 1 to the BEE Codes, and " Black Person " shall be construed accordingly;

" Board " means the board of directors of the Company;

" Business " means the business carried on by the Company and its subsidiaries from time to time, being the provision of payment solutions, transaction processing services and financial services across a wide range of industries and in various countries;

“Change of Control” means any transaction or series of transactions by which: (i) any “person” or “group”, is or becomes the “beneficial owner” (as such terms are defined in the Exchange Act and the rules thereunder) of more than 50% (fifty percent) of the total voting power of the Company’s common stock then outstanding; or (ii) another corporation or other entity merges into the Company or the Company consolidates with or merges into any other corporation or other entity where any of the outstanding common stock of the Company or such other corporation or other entity is converted into or exchanged for cash, securities or other property (other than any such transaction where the common stock of the Company is converted into or exchanged for voting stock of the surviving or transferee person constituting a majority of the outstanding shares of such voting stock of such surviving or transferee person immediately after giving effect to such issuance); or (iii) the Company and its subsidiaries, taken as a whole, transfer all or substantially all their assets to any person or group, in one transaction or a series of transactions (other than a transfer between the Company and a wholly-owned subsidiary of the Company);

" Company " means Net 1 UEPS Technologies, Inc., a Florida corporation;

" Conditions Precedent " means the suspensive conditions set out in clause 4;

" Confidential Information " means any information or data relating to the Company or any of its subsidiaries or to the Business (even if not marked as being confidential, restricted, secret, proprietary or any similar designation), in whatever format and whether recorded or not (and if recorded, whether recorded in writing, on any electronic medium or otherwise), which –

“CPS” means Cash Paymaster Services (Pty) Limited (Registration Number 1971/007195/07), a limited liability private company duly incorporated in accordance with the laws of the Republic of South Africa;

" Disposal " and " Dispose " means, in the context of a disposal of a BEE Share or a share in BEE SPV –

and " dispose " means to bring about a disposal within the meaning of this definition;

“Equivalent CPS Shares” means a percentage of the shareholding in the share capital of CPS, of ordinary shares, calculated using the following formula:

BS/4,400,000 x 30%

With:

BS being the amount of BEE Shares held by BEE SPV at the time;

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended from time to time;

“Fulfillment Date” means the date on which the last of the Conditions Precedent are fulfilled or waived, as the case may be;

" Fair Market Value " means, in relation to any BEE Share, the volume weighted average price of the common stock of the Company on the Nasdaq for the 30 (thirty) trading day period immediately prior the date of the Offer (as defined in clause 7.4.1), or the occurrence of the relevant Trigger Event, or the Call Notice contemplated in clause 20.1, as the case may be, converted at the SARB Exchange Rate on the date of the Trigger Event, the Offer or the Call Notice aforementioned;

" Governmental Body " means any country, any national body, any state, province, municipality, or subdivision of any of the foregoing, any Governmental department, or any agency, court, entity, commission, board, ministry, bureau, locality or authority of any of the foregoing, or any quasi-Governmental or private body exercising any regulatory, taxing, importing, exporting, or other Governmental or quasi-Governmental function;

“Interest” means the interest payable by BEE SPV to NET1 in respect of the Loan Amount, calculated at a rate of JIBAR plus 300 (three hundred) basis points, compounded every 6 (six) months;

“Interest Period” means each period of 6 (six) months, from 2 January to 1 July and 2 July to 1 January of each calendar year. The first interest period shall commence to run on the Payment Date to 1 July or 1 January, whichever immediately follows the Payment Date. Each Interest Period thereafter shall run from the date immediately following the date of expiry of the preceding Interest Period, even if the first day of this Interest Period is not a business day;

“Issue Date” means the date on which the BEE Shares are issued to BEE SPV pursuant to this Agreement;

“JIBAR” means the Johannesburg Interbank Average Rate applicable to the relevant Interest Period;

“JSE” means the stock exchange operated by JSE Limited;

“Loan Amount” means the amount required by the BEE SPV to purchase and subscribe for the BEE Shares, at the Subscription Price, being ZAR 246,000,000 (two hundred, forty six million South African Rand);

" Lock Up Period " means a period commencing on the Issue Date and ending on the date that the Outstanding Balance is repaid by BEE SPV to NET1 in full, or 5 (five) years from the Issue Date, whichever period ends last;

" Mosomo " means Mosomo Investment Holdings (Pty) Ltd (Registration Number 2009/012790/07) a limited liability private company duly incorporated in accordance with the laws of the Republic of South Africa;

“NET1” means Net1 Applied Technologies South Africa (Pty) Ltd (Registration Number 2002/031446/07) a limited liability private company duly incorporated in accordance with the laws of the Republic of South Africa;

“Outstanding Balance” means at any date of determination, the outstanding balance of the Loan Amount plus all accrued and unpaid Interest owing by BEE SPV to NET1;

“Payment Date” means the date on which NET1 extends the Loan Amount to BEE SPV, which will be used by BEE SPV to pay the Company the Subscription Price for the BEE Shares;

" Parties " means the parties to this Agreement as set out in clause 1 above, and the term “Party” means any one of them, as the context requires;

“SARB Exchange Rate” means on any date, the currency exchange rate for the United States Dollar, against the South African Rand, published daily by the South African Reserve Bank;

“SEC” means the United States Securities and Exchange Commission;

" Securities Act " means the United States Securities Act of 1933, as amended;

“Shareholders Agreement” means a shareholders agreement between BEE SPV and NET1 governing their relationship in relation to CPS and transferring the security and BEE features of this Agreement, in relation to the BEE Shares, to the Equivalent CPS Shares, to the satisfaction of NET1, which agreement shall only come into force and effect in the event of the Company exercising the call option contemplated in clause 20;

" Signature Date " means the date of signature of this Agreement by the Party last signing;

“Subscription Price” means 75% (seventy five percent) of the price of the common stock of the Company, per share, as quoted on the JSE at closing on 6 December 2013, being ZAR 60.00 (sixty South African Rand), calculated as follows: ZAR 80.00 x 75%;

“Target Date” means the first occasion on which the common stock of the Company trades at the Target Price on the JSE or Nasdaq. The “Target Price” is ZAR120.00 (one hundred and twenty South African Rand) and, in respect of trades on the Nasdaq, the trade price, in United States Dollars, shall be converted to South African Rand at the SARB Exchange Rate for the day on which the transaction occurs, to determine whether or not the Target Price has been reached;

" Transaction Documents " means this Agreement and any written and signed agreement among the Parties which in whole or in part regulates the issuance of any securities to BEE SPV by the Company or which relates directly or indirectly to the acquisition, holding, cession or disposition of shares in the Company by BEE SPV pursuant to this Agreement; and

“Trigger Event” shall bear the meaning assigned to it in clause 11.

clause headings and the heading of the Agreement are for convenience only and are not to be used in its interpretation;

an expression which denotes -

any gender includes the other genders;

a natural person includes a juristic person and vice versa ;

the singular includes the plural and vice versa ;

a Party includes a reference to that Party’s successors in title and assigns allowed at law; and

a reference to a consecutive series of two or more clauses is deemed to be inclusive of both the first and last mentioned clauses.

" business hours " shall be construed as being the hours between 08h30 and 17h00 on any business day. Any reference to time shall be based upon South African Standard Time;

" days " shall be construed as calendar days unless qualified by the word "business", in which instance a "business day" will be any day other than a Saturday, Sunday or public holiday as gazetted by the government of the Republic of South Africa from time to time;

" laws " means all constitutions; statutes; regulations; by-laws; codes; ordinances; decrees; rules; judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, orders, decisions, rulings, or awards; policies; voluntary restraints; guidelines; directives; compliance notices; abatement notices; agreements with, requirements of, or instructions by any Governmental Body; and the common law, and “law” shall have a similar meaning and

" person " means any person, company, close corporation, trust, partnership or other entity whether or not having separate legal personality.

A reference to any statutory enactment shall be construed as a reference to that enactment as at the Signature Date and as amended or substituted from time to time.

Unless specifically otherwise provided, any number of days prescribed shall be determined by excluding the first and including the last day or, where the last day falls on a day that is not a business day, the next succeeding business day.

If the due date for performance of any obligation in terms of this Agreement is a day which is not a business day then (unless otherwise stipulated) the due date for performance of the relevant obligation shall be the immediately preceding business day.

Where figures are referred to in numerals and in words, and there is any conflict between the two, the words shall prevail, unless the context indicates a contrary intention.

The rule of construction that this Agreement shall be interpreted against the Party responsible for the drafting of this Agreement, shall not apply.

No provision of this Agreement shall (unless otherwise stipulated) constitute a stipulation for the benefit of any person ( stipulatio alteri ) who is not a Party to this Agreement.

The use of any expression in this Agreement covering a process available under South African law, such as winding-up, shall, if either of the Parties to this Agreement is subject to the law of any other jurisdiction, be construed as including any equivalent or analogous proceedings under the law of such other jurisdiction.

Any reference in this Agreement to " this Agreement " or any other agreement or document shall be construed as a reference to this Agreement or, as the case may be, such other agreement or document, as amended, varied, novated or supplemented from time to time.

In this Agreement the words " clause " or " clauses " and " annexure " or " annexures " refer to clauses of and annexures to this Agreement.

all regulatory approvals required for the implementation of the Transaction Documents have been duly obtained, including all approvals required by the exchange control authorities of the South African Reserve Bank;

NET1 and BEE SPV conclude the Shareholders Agreement;

BEE SPV and NET1 concludes a cession agreement in terms of which the BEE Shares are ceded to NET1 in securitatem debiti for all amounts due or which may become due to NET1 in terms of this Agreement, which cession shall be prepared by NET1 to its satisfaction; and

BEE SPV signs a transfer secretary direction letter which has also been signed by the Company’s South African register transfer secretary and one or more stock powers as shall be requested by the Company, in each case for the purpose of enforcing clauses 7, 11, 13 and 20 (a copy of the direction letter and stock powers to be signed are attached hereto marked “A” and “B” , respectively).

10% (ten percent) of the Loan Amount (ZAR24,600,000) shall be repaid on the first anniversary of the Issue Date;

10% (ten percent) of the Loan Amount (ZAR24,600,000) shall be repaid on the second anniversary of the Issue Date;

15% (fifteen percent) of the Loan Amount (ZAR36,900,000) shall be repaid on the third anniversary of the Issue Date;

15% (fifteen percent) of the Loan Amount (ZAR123,000,000) shall be repaid on the fourth anniversary of the Issue Date; and

the entire Outstanding Balance shall be repaid in full on the fifth anniversary of the Issue Date.

BEE SPV instructing the buyer, irrevocably, to pay the purchase price payable to it, pursuant to such sale, to NET1; and

the buyer providing NET1 with a guarantee, in favour of and suitable to NET1 (in its sole discretion), that the purchase price payable to BEE SPV pursuant to the sale shall be paid to NET1, within 30 (thirty) days of the sale being concluded.

the proceeds of such sale, received by NET1 from the buyer, shall be set-off against the Outstanding Balance and NET1 shall pay any remaining amount (after applying such set-off) to BEE SPV.

If BEE SPV intends to Dispose of any BEE Shares, then at least 30 (thirty) and not more than 60 (sixty) days prior to the date of any anticipated Disposal, BEE SPV shall notify the Company in writing that it intends to effect such Disposal, stating the amount of proceeds it desires to obtain therefrom. The said notice shall be deemed to be an irrevocable offer by BEE SPV to sell to the Company such number of BEE Shares as would produce the amount of proceeds specified in the notice ( “Offer” ).

The Offer shall be open for and the Company shall have 30 (thirty) calendar days from the date it receives such notice to accept the Offer and elect to purchase all or a portion of such BEE Shares from BEE SPV. If the Company accepts the Offer, the BEE SPV shall transfer the relevant BEE Shares to the Company within the succeeding 10 (ten) calendar days and the Company shall pay the purchase price in respect thereof within 30 (thirty) days of such transfer.

The purchase price shall be the Fair Market Value of the BEE Shares or such lesser amount as may be agreed between the Company and the BEE SPV.

If the Offer is not accepted, then and in such event the BEE SPV shall be entitled to Dispose of the BEE Shares offered within 60 (sixty) days of expiry of the Offer, provided that it shall not sell the said shares on terms better than that on which it was available for purchase by the Company pursuant to the Offer. If BEE SPV does not conclude the Disposal within 60 (sixty) days, then and in such event the provisions of this clause 7.4 shall again have to be complied with before any other Disposal may be effected.

BEE SPV's authorised share capital, except to the extent that the Company in writing agrees otherwise, will comprise 5000 (five thousand) ordinary shares of no par value;

BEE SPV will be a Black Company; and

any BEE certificate issued in respect of BEE SPV will confirm that BEE SPV is a Level 1 BEE contributor;

no person who has any direct or indirect interest in a business in direct competition with the Business will, for so long as BEE SPV is a shareholder in the Company, without the prior written consent of the Company on each occasion, directly or indirectly have any interest of whatsoever nature in BEE SPV, including as a holder of any shares, regardless of class, or as a holder of debentures, regardless of class, or as a holder of any voting rights, or as a lender or provider of any funding or as an advisor, consultant, contractor, beneficiary or otherwise; and

only persons elected by and as representatives of the BEE Shareholders will be directors of BEE SPV, all such directors shall be Black People and no person shall be appointed as a director of BEE SPV without the prior consent in writing of the Company.

BEE SPV or any of the BEE Shareholders breaches any provision of any of the Transaction Documents, in any manner other than as contemplated in clause 11.1.8;

the common stock of the Company trades at or below R60.00 (sixty South African Rand) on the JSE or the equivalent trading price on Nasdaq, based on the SARB Exchange Rate on such date;

BEE SPV makes or attempts to make or recommends any offer of compromise with its creditors generally;

any of the assets of BEE SPV, or any of the issued shares or any other economic or voting interest in BEE SPV, are subjected to judicial attachment;

BEE SPV commits an act which if committed by a natural person, would constitute an act of insolvency in terms of section 8(c),(d),(g) or (h) of the Insolvency Act, No 24 of 1936;

BEE SPV fails to satisfy any judgment or any arbitration award granted or made against it within 7 (seven) days of the date on which such judgment or arbitration award is granted or made;

BEE SPV is wound up, whether provisionally or finally, or a resolution is passed by the board of directors of BEE SPV resolving that BEE SPV voluntarily begin business rescue proceedings and be placed under supervision in terms of the Act (whether or not such resolution is subsequently withdrawn, superseded or set aside), or a court makes an order placing BEE SPV under supervision and commencing business rescue proceedings in terms of the Act (whether or not such order is subsequently set aside); or

BEE SPV fails to pay any amount due and payable to NET1 in accordance with this Agreement.

the Fair Market Value thereof or the Subscription Price, whichever is the lower, pursuant to a sale triggered by an event contemplated in clauses 11.1.1 to 11.1.7; and

the Fair Market Value pursuant to a sale triggered by an event contemplated in clause 11.1.8.

Upon the giving of a Trigger Event Notice to it, BEE SPV shall be deemed to have made an irrevocable offer to sell the BEE Shares at the Forced Sale Price to the Company and/or to any other party or parties as nominated by the Company in its discretion (" Deemed Forced Offer ").

The Company shall, if it wishes to accept the Deemed Forced Offer, either for its own benefit and/or for the benefit of any party or parties so selected by the Company, give notice to that effect to BEE SPV within 90 (ninety) days of the giving of the Trigger Event Notice (" Acceptance Notice "). The Acceptance Notice shall –

to the extent that the Deemed Forced Offer is accepted on behalf of more than 1 (one) party, specify the name of each party;

if the Deemed Forced Offer is accepted on behalf of 1 (one) party only and that party is not the Company, specify the name of such party; and

specify the amount of the BEE Shares in respect of which the offer is accepted and being purchased by the purchaser, or each purchaser, as the case may be.

To the extent that the Company accepts the Deemed Forced Offer wholly or partially for the benefit of 1 (one) or more parties selected by the Company, the Company shall be regarded as acting as an agent for such party or parties, and not as a principal and the Company shall have no liability to BEE SPV arising out of or in connection with the resulting sale or sales.

Upon acceptance by the Company of the Deemed Forced Offer in accordance with the provisions of clause 11.4, whether such acceptance is wholly for the benefit of the Company or wholly for the benefit of any party selected by the Company or partially for the benefit of the Company and/or any one or more of such selected parties (" Forced Sale Purchasers ") –

a sale shall automatically come into existence in terms of which BEE SPV sells the BEE Shares at the Forced Sale Price to the Forced Sale Purchasers in the proportions set out in the Acceptance Notice; and

BEE SPV shall be obliged, on delivery to it of the Acceptance Notice, to transfer such BEE Shares to the Forced Sale Purchasers in the proportions set out in the Acceptance Notice and the Board is irrevocably authorized by BEE SPV to utilize any of the stock powers or the transfer secretary direction letter, signed by the BEE SPV in accordance with clause 4.1.4, to effect such transfer.

In the event that the BEE Shares are purchased pursuant to the provisions of this clause 11, save pursuant to an event contemplated in clause 11.1.8, BEE SPV shall on the date of transfer of the BEE Shares fully discharge the entire Outstanding Balance and in this regard expressly authorizes each party which has purchased such BEE Shares or any portion thereof to pay so much of the Forced Sale Price as is necessary to discharge the entire Outstanding Balance plus to satisfy any and all South African and United States tax liability which may be incurred by the Company or any of its subsidiaries in connection with the purchase of the BEE Shares as contemplated in this clause 11.7 (for which BEE SPV shall be liable), to NET1, with the excess, if any, to be paid to BEE SPV.

Notwithstanding anything to the contrary herein contained, on every occasion that an event contemplated in clause 11.1.8 occurs:

The Company shall only be entitled to accept the Deemed Forced Offer in respect of and purchase such amount of BEE Shares which would raise sufficient proceeds (i) to settle that portion of the Loan Amount and Interest as shall be due and owing by the BEE SPV to NET1 at the time of the Acceptance Notice; plus (ii) to satisfy any and all South African and United States tax liability which may be incurred by the Company or any of its subsidiaries in connection with the purchase of the BEE Shares pursuant to this clause 11.8; and

BEE SPV expressly authorizes each party which has purchased such BEE Shares or any portion thereof to pay so much of the Forced Sale Price as is necessary to discharge the payment to NET1 of all amounts specified in clause 11.8.1.

BEE COMPLIANCE CERTIFICATE

The Company shall from time to time, and at least once a year, be entitled (but not obliged) to require the preparation, issue and delivery to the Company of a BEE Compliance Certificate.

Subject to the provisions of clause 18, the BEE Parties agree and undertake, at their own cost and expense, to procure such preparation, issue and delivery of a BEE Compliance Certificate within 45 (forty five) days of the Company giving notice to the BEE Shareholders requiring the same. The BEE Parties further agree and undertake to co-operate fully and without unreasonable delay with the person designated from time to time to issue a BEE Compliance Certificate and, in particular, agree and undertake to provide such person and its agents and employees –

full and unrestricted access to the directors, officers, employees, advisors and auditors, as well as to all records and data (whether stored electronically or otherwise and whether in the possession of others) of BEE SPV so as to enable such parties to carry out thorough and complete investigations in connection with the issue of the applicable BEE Compliance Certificate; and

with all information and all documents requested by such parties for the purpose of enabling them to carry out thorough and complete investigations in connection with the issue of the applicable BEE Compliance Certificate.

Any dispute in relation to the contents of and/or the findings set out in a BEE Compliance Certificate shall be referred to and settled by arbitration in accordance with the provisions of clause 22, except that such arbitration shall (to the extent possible) be finalised within 30 (thirty) days.

The Company shall be entitled to all information of any nature whatsoever relating to the ultimate ownership and shareholding structure of BEE SPV and each of the BEE Shareholders so that the Company and its advisors are able at any time to ensure that the requirements of the BEE Codes are complied with and that the ultimate ownership of BEE SPV is transparent and fully justifiable from the point of view of the BEE Codes. If at any time there is any change in the shareholding of any of the BEE Shareholders (direct or indirect) or in the shareholding of any shareholder or ultimate shareholder of any of the BEE Shareholders (direct or indirect) then each BEE Shareholder undertakes forthwith upon the occurrence of such change to notify the Company thereof in writing. The relevant BEE Shareholder shall ensure that no such change will be prejudicial to the Company and no such change will have a detrimental effect on the BEE status of the Company or of BEE SPV.

MATTERS RELATING TO US SECURITIES AND COMPETITION LAWS

Compliance with Securities Act

Each of the BEE Parties acknowledges that the Company may, in its discretion, elect not to register the sale of the BEE Shares in terms of this Agreement under the Securities Act and that if not so registered, the sale of the BEE Shares will be made in reliance on an exemption from registration contained in Regulation S under the Securities Act for offers and sales made outside of the United States.

Each of the BEE Parties represents and warrants that it is and at the time that BEE SPV acquires the BEE Shares in terms of this Agreement, it will be –

Each of the BEE Parties agrees that it will not engage in hedging transactions with respect to the BEE Shares.

BEE SPV agrees that it will not offer, sell, pledge, transfer or otherwise dispose of any BEE Shares except pursuant to an effective registration statement under the Securities Act or in compliance with all the requirements of an available exemption from registration thereunder (together with an opinion of counsel satisfactory to the Company that registration is not required). BEE SPV further acknowledges that any BEE Shares which are issued in certificated form may bear a legend to the foregoing effect.

The Company may in its sole discretion elect to register the sale of the BEE Shares to BEE SPV and/or the resale of some or all of the BEE Shares by BEE SPV in terms of this Agreement under the Securities Act. If the Company elects to effect such registration, then the BEE Parties undertake to provide the Company will all information about the BEE Parties that may be required to be included in any prospectus supplement relating to such sale or resale and the BEE Parties warrant that such information provided to the Company for use in such prospectus supplement will be true and correct in all material respects.

Compliance with Exchange Act

The BEE Parties acknowledge that the Company’s common stock is registered under the Exchange Act, which provides, among other things, that –

beneficial owners (as defined in the Exchange Act and the SEC’s rules thereunder) of more than 5% (five percent) of the Company’s outstanding shares of common stock may be required to make filings with the SEC pursuant to Regulation 13D/G under the Exchange Act; and

directors, officers and holders of more than 10% (ten percent) of the Company’s outstanding shares of common stock must file with the SEC ownership and transaction reports pursuant to Section 16(a) of the Exchange Act and become subject to the short-swing liability provisions of Section 16(b) of the Exchange Act.

Compliance with Competition Laws

Each of the BEE Parties acknowledges that it may be required to comply with notice and other relevant provisions of the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the " HSR Act ") and agrees that it will comply with the applicable requirements of the HSR Act prior to any of the BEE Shares being issued to the BEE SPV.

No Reliance on Company regarding U.S. Laws

Each of the BEE Parties acknowledge that it will seek its own legal advice with regard to its compliance with U.S. laws and that it is not relying on the Company, its subsidiaries, or its U.S. Counsel for such advice.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to BEE SPV as follows -

Organisation, Good Standing and Qualification

The Company and each of its subsidiaries has been duly incorporated and is validly existing as a corporation under the laws of the jurisdiction of its organisation, with the corporate power and authority to own its property and conduct its business as it is currently conducted. Each of the Company and its subsidiaries is qualified to do business as a foreign corporation in each jurisdiction where the conduct of its business requires such qualification, except where the failure to be so qualified would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole.

Authorisation; Binding Obligations

The Company has the corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement by the Company have been duly authorised by all necessary corporate action. This Agreement is valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as may be limited by (a) applicable bankruptcy, insolvency, reorganisation, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) general principles of equity that restrict the availability of equitable remedies.

Validity of BEE Shares

The BEE Shares will be validly issued, fully paid and non-assessable under the Florida Business Corporation Act.

Compliance with Instruments and Laws

The execution and delivery of this Agreement by the Company, and the performance by the Company of its obligations hereunder will not result in any violation by the Company of its articles of incorporation or any material agreement, law or court order to which the Company or its subsidiaries are bound.

No Material Litigation

Except as disclosed in the Company’s periodic reports filed with the SEC, neither the Company nor any of its subsidiaries is a party to any material legal proceedings which could reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole.

REPRESENTATIONS AND WARRANTIES OF BEE SPV

The BEE Parties hereby represents and warrants to the Company as of the date of this Agreement as follows –

Organisation, Good Standing and Qualification

Each of the BEE Parties has been duly incorporated and is validly existing as a corporation under the laws of the Republic of South Africa, with the corporate power and authority to own its property and conduct its business as it is currently conducted.

Authorisation, Binding Obligations

Each of the BEE Parties has the power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the BEE Parties have been duly authorised by all necessary corporate action. This Agreement is a valid and binding obligation of the BEE Parties enforceable against the BEE Parties in accordance with its terms, except as may be limited by –

applicable insolvency or other laws of general application affecting enforcement of creditors’ rights; and

general principles of equity that restrict the availability of equitable remedies.

Compliance with Instruments and Laws

The execution and delivery of this Agreement by the BEE Parties, and the performance by each of the BEE Parties of its obligations hereunder will not result in any violation by the BEE Parties of its memoranda of incorporation.

No Material Litigation

BEE SPV is not a party to any legal proceedings.

CONFIDENTIALITY AND RESTRAINT UNDERTAKINGS

BEE SPV acknowledges that for so long as it is a shareholder in the Company, BEE SPV will be exposed and have access to, and will learn of certain Confidential Information.

The BEE Shareholders acknowledges that for so long as BEE SPV is a shareholder in the Company and any of the BEE Shareholders is a shareholder of BEE SPV, the BEE Shareholders will be exposed and have access to, and will learn of certain Confidential Information.

Each of the BEE Parties acknowledges further that the confidentiality undertakings given by it in terms of this Agreement and the restraints imposed on it in terms of this clause 16 are reasonable and necessary in order for the Company and its subsidiaries and to protect their respective proprietary rights and interests.

Each of the BEE Parties irrevocably and unconditionally agrees and undertakes in favour of the Company –

to treat and safeguard the Confidential Information as strictly private and confidential;

not to use, disclose or divulge, directly or indirectly, the Confidential Information in any manner to any third party for any reason or purpose whatsoever without the prior written consent of the Company, which consent may be granted or withheld in the sole and absolute discretion of the Company;

not to decompile, disassemble or reverse engineer or otherwise modify, adapt, alter or vary the whole or any part of the Confidential Information; and

to take all such steps as may be reasonably necessary to prevent Confidential Information from falling into the hands of unauthorised third parties and, to the extent that any Confidential Information is disclosed to any of its directors, other staff or representatives, to ensure that such individuals are familiar with the restrictions contained in this Agreement and abides by the terms contained in this clause 16.

Subject to the provisions of clause 16.8, the undertakings given by each of the BEE Parties in clause 16.4 shall not apply to any Confidential Information which –

is or becomes generally available to the public other than by the negligence or default of BEE SPV or of the BEE Shareholders or by the breach of this clause 16 by the BEE Shareholders or BEE SPV;

has been supplied to the party to whom it is disclosed by a third party who is under no obligation to maintain such information in confidence; or

is disclosed pursuant to a requirement or request by operation of law, to the extent of compliance with such requirement or request only and not for any other purpose,

the onus shall at all times rest on the BEE Shareholders or BEE SPV, as the case may be, to establish that such information falls within such exclusions;

information shall not be deemed to be within the foregoing exclusions merely because such information is embraced by more general information in the public domain or in the possession of the BEE Shareholders or BEE SPV; and

any combination of features shall not be deemed to be within the foregoing exclusions merely because individual features are in the public domain or in the possession of the BEE Shareholders or BEE SPV, but only if the combination itself is in the public domain or in the possession of the BEE Shareholders or BEE SPV.

The determination of whether information is Confidential Information shall not be affected by whether or not such information is subject to, or protected by, common law or statute related to copyright, patent, trademarks or otherwise.

If any of the BEE Parties are uncertain as to whether any information is Confidential Information, the BEE Shareholders or BEE SPV, as the case may be, shall treat such information as confidential until the contrary is agreed in writing by the Company and by the Company.

In the event that either the BEE Shareholders or BEE SPV is required to disclose any Confidential Information pursuant to clause 16.5.3, it shall -

notify the Company thereof prior to disclosure, if possible;

take all such steps to limit the disclosure to the extent that it lawfully and reasonably can, except to the extent that the Company waive the taking of any or all such steps;

afford the Company a reasonable opportunity, if possible, to intervene in the proceedings;

Each of the BEE Parties hereby undertakes to the Company that neither it nor any party which controls it will, either alone or jointly or together with any other person –

directly or indirectly encourage or entice or persuade or induce any client or customer of the Company or its subsidiaries to take its customers or clientele away from the Company or its subsidiaries, or cause or assist in causing any of the foregoing to take place; and/or

directly or indirectly discourage or dissuade any person from referring or continuing to refer its customers or business to the Company or its subsidiaries, or cause or assist in causing any of the foregoing to take place.

ANTI-CORRUPTION CONTROLS AND BUSINESS PRACTICES

None of the BEE Parties shall, and the BEE Shareholders shall procure that BEE SPV does not, do or perform any act which is contrary to any laws of the Republic of South Africa or to any applicable U.S. laws, including the Foreign Corrupt Practices Act of 1977.

The BEE Parties warrant and undertake that they have instituted and maintained, and will continue to maintain, adequate appropriate policies, procedures and controls designed to ensure continued compliance with all applicable anti- corruption laws, including the Foreign Corrupt Practices Act of 1977.

Without in any way detracting from any warranties, representations and undertakings referred to elsewhere in this Agreement but subject to the provisions of clause 18, each of the BEE Parties represents, warrants and agrees to the following:

Compliance with Anti-Corruption Laws

Each of the BEE Parties warrants and represents that it nor any of its respective directors, officers, employees, partners, agents or other person representing it has made or promised to make or transferred, and agrees that none of the foregoing persons will make or promise to make or transfer, in connection with the obligations contemplated by the Transaction Documents or in connection with any other business transactions involving the Company or any of its subsidiaries, any payment or anything of value, directly or indirectly –

for the purpose of improperly obtaining, retaining or directing business or to secure or obtain any improper business advantage, or to seek to induce a person to perform improperly any function which is of a public nature, connected with business, undertaken in the course of a person's employment, or a function by or on behalf of a body of persons. The intention being that no payments or transfers of value shall be made which have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining business.

Government Ownership, Change in Ownership or Control

Each of the BEE Parties warrants and represents that to the best of its knowledge as at the Signature Date, no director of BEE SPV and no employee of BEE SPV, or other person who will be involved in fulfilling the obligations of the BEE Shareholders and/or BEE SPV under the Transaction Documents is a Government Official, political party official or candidate, or a Close Family Member of such an official or candidate. If, whilst BEE SPV is a shareholder in the Company, there is a change in any of the matters or facts warranted or represented in terms of this clause 17.3.2, the BEE Parties agree to disclose such change in writing to the Company and the Company within 7 (seven) days of the change occurring. For the purposes of this clause 17.3.2 –

FCPA Questionnaire

The Company may from time to time request any of the BEE Parties to deliver to the Company a FCPA Questionnaire, duly completed by such director, officer, trustee, member or shareholder of any of the BEE Parties or any of its subsidiaries as may be identified by the Company. Each of the BEE Parties shall procure that the director, officer, trustee, member or shareholder identified by the Company duly completes the FCPA Questionnaire and shall deliver the completed FCPA Questionnaire to the Company within 14 (fourteen) days of the request. “FCPA Questionnaire” means the document attached hereto marked “C” , provided that the Company may include such additional information as it may consider necessary or relevant from time to time.

Accuracy of Disclosures

Each of the BEE Parties represents, warrants and undertakes that all material information provided by BEE SPV or by the BEE Shareholders to the Company, or to be provided to the Company, is and shall be accurate and complete in all material respects, including but not limited to any information contained any FCPA Questionnaire procured by the BEE Parties.

BEE SPV with respect to the period from the Signature Date until the date that BEE SPV is no longer a shareholder in the Company pursuant to the disposal of all shares acquired pursuant to this Agreement.

AUDIT

Each of the BEE Parties agrees that it will allow the Company and/or the Company’s representatives to audit it to determine compliance with laws and the terms of the Transaction Documents, which shall include, but not be limited to –

providing within 7 (seven) days of request therefore, all necessary information and access necessary for the representatives of the Company and/or the Company to audit its books and records with respect to –

cooperating with Company, its counsel or its designees in connection with any existing or future investigation, litigation or inquiry by any state, federal, foreign or private entity relating to this Agreement and any matter in which BEE Parties was involved or has knowledge. In each case, such cooperation includes all assistance that Company reasonably requests. Failure to cooperate will be deemed a material breach of this Agreement.

each of the BEE Shareholders shall continue to apply for a period of 5 (five) years after it ceases to be a member of BEE SPV or BEE SPV ceases to be a shareholder in the Company, whichever first occurs; and

BEE SPV shall continue to apply for a period of 5 (five) years after BEE SPV ceases to be shareholder in the Company.

CALL OPTION

The Company may, at any time after the Issue Date, call on the BEE SPV to either: (i) exchange the BEE Shares held by it for the Equivalent CPS Shares; or (ii) sell the BEE Shares to the Company at Fair Market Value; by giving BEE SPV written notice ( “Call Notice” ).

Upon receipt of the Call Notice, BEE SPV shall immediately transfer the BEE Shares held by it to the Company and the Board is irrevocably authorized by BEE SPV to utilize any of the stock powers or transfer secretary direction letter, signed by the BEE SPV in accordance with clause 4.1.4, to effect such transfer.

Within 30 (thirty) days of the transfer contemplated in clause 20.2, the Company shall procure that NET1 issues the Equivalent CPS Shares to BEE SPV, in exchange for the BEE Shares so transferred (if option 20.1(i) was elected), alternatively, if the BEE SPV elected to rather sell its shares to the Company pursuant to clause 20.1(ii), pay the proceeds from such sale, less any amount owing to either the Company or NET1 by BEE SPV, to BEE SPV.

In the event of a sale contemplated in clause 20.1(ii), the Company is irrevocably authorized to apply set-off of any amount due to the Company by SPV against any proceeds from such sale due to BEE SPV and to furthermore pay the remaining proceeds (after applying such set-off) to NET1 in settlement (partly or fully) of any amount owing by BEE SPV to NET1.

BREACH

In the event of any of the Parties (" Defaulting Party ") committing a breach of any of the terms of this Agreement prior to the Issue Date and failing to remedy such breach within a period of 10 (ten) days after receipt of a written notice from another Party (" Aggrieved Party ") calling upon the Defaulting Party so to remedy, then the Aggrieved Party shall be entitled (in addition to any other remedies which may be available to the Aggrieved Party pursuant to any of the Transaction Documents), at its sole discretion and without prejudice to any of its other rights in law, either to claim specific performance of the terms of this Agreement or to cancel this Agreement forthwith and without further notice, and in either case to claim and recover damages from the Defaulting Party.

The Parties agree that any costs awarded will be recoverable on an attorney-and- own-client scale unless the Court specifically determines that such scale shall not apply, in which event the costs will be recoverable in accordance with the High Court tariff, determined on an attorney-and-client scale.

No Party shall be entitled to cancel this Agreement for breach, after the Issue Date.

DISPUTE RESOLUTION

In the event of there being any dispute or difference between the Parties arising out of this Agreement, the said dispute or difference shall on written demand by either Party be submitted to arbitration in Johannesburg in accordance with the AFSA rules, which arbitration shall be administered by AFSA.

Should AFSA, as an institution, not be operating at that time or not be accepting requests for arbitration for any reason, then the arbitration shall be conducted in accordance with the AFSA rules for commercial arbitration (as last applied by AFSA) before an arbitrator appointed by agreement between the parties to the dispute or failing agreement within 10 (ten) business days of the demand for arbitration, then any party to the dispute shall be entitled to forthwith call upon the chairperson of the Johannesburg Bar Council to nominate the arbitrator, provided that the person so nominated shall be an advocate of not less than 10 (ten) years standing as such. The person so nominated shall be the duly appointed arbitrator in respect of the dispute. In the event of the attorneys of the parties to the dispute failing to agree on any matter relating to the administration of the arbitration, such matter shall be referred to and decided by the arbitrator whose decision shall be final and binding on the parties to the dispute.

Any party to the arbitration may appeal the decision of the arbitrator or arbitrators in terms of the AFSA rules for commercial arbitration.

Nothing herein contained shall be deemed to prevent or prohibit a party to the arbitration from applying to the appropriate court for urgent relief or for judgment in relation to a liquidated claim.

Any arbitration in terms of this clause 22 (including any appeal proceedings) shall be conducted in camera and the Parties shall treat as confidential details of the dispute submitted to arbitration, the conduct of the arbitration proceedings and the outcome of the arbitration.

This clause 22 will continue to be binding on the Parties notwithstanding any termination or cancellation of the Agreement.

The Parties agree that the written demand by a party to the dispute in terms of clause 22.1 that the dispute or difference be submitted to arbitration, is to be deemed to be a legal process for the purpose of interrupting extinctive prescription in terms of the Prescription Act, 1969.

NOTICES AND DOMICILIA

The Parties select as their respective domicilia citandi et executandi the following physical addresses, and for the purposes of giving or sending any notice provided for or required under this Agreement, the said physical addresses as well as the following telefax numbers -

Marked for the attention of: Khomotso Brian Mosehla

provided that a Party may change its domicilium or its address for the purposes of notices to any other physical address or telefax number by written notice to the other Party to that effect. Such change of address will be effective 5 (five) business days after receipt of the notice of the change.

All notices to be given in terms of this Agreement will be given in writing and will -

be delivered by hand or sent by telefax, and not by way of email;

if delivered by hand during business hours, be presumed to have been received on the date of delivery. Any notice delivered after business hours or on a day which is not a business day will be presumed to have been received on the following business day; and

if sent by telefax during business hours, be presumed to have been received on the date of successful transmission of the telefax. Any telefax sent after business hours or on a day which is not a business day will be presumed to have been received on the following business day.

Notwithstanding the above, any notice given in writing, and actually received by the Party to whom the notice is addressed, will be deemed to have been properly given and received, notwithstanding that such notice has not been given in accordance with this clause 23.

APPLICABLE LAW AND JURISDICTION

This Agreement will in all respects be governed by and construed under the laws of the Republic of South Africa.

Subject to clause 22, the Parties hereby consent and submit to the non-exclusive jurisdiction of the South Gauteng High Court, Johannesburg in any dispute arising from or in connection with the Transaction Documents.

UNDERTAKINGS BY THE PARTIES

The Parties shall at all times during the continuance of this Agreement observe the principles of good faith towards one another in the performance of their obligations in terms of this Agreement. This implies, without limiting the generality of the aforegoing, that they shall –

at all times during the term of this Agreement act reasonably, honestly and in good faith;

perform their obligations arising from this Agreement diligently and with reasonable care;

make full disclosure to each other of any matter that may affect the execution or implementation of this Agreement.

It is recognised that the continued growth of the Company will be for the benefit of all BEE Shareholders and accordingly the BEE Shareholders undertake at all times to act in the best interests of the Company and in good faith to one another and to BEE SPV and at all times to use their best endeavours to advance the interests of the Company and BEE SPV. In particular, each of the BEE Shareholders undertakes not directly or indirectly, whether alone or jointly with any third party, to carry out any activity or undertaking of whatsoever nature or kind which directly competes with the Business.

Each of the BEE Parties undertake at all times to do all such things, perform all such actions and take all such steps (including in particular the exercise of their respective voting rights in BEE SPV and the Company) and to procure the doing of all such things, the performance of all such actions and the taking of all such steps as may be open to them and necessary for or incidental to the putting into effect and maintenance of the terms, conditions and import of this Agreement.

The undertakings given in this clause 25 shall apply to each BEE Shareholder for so long as that BEE Shareholder remains a shareholder and for a period of 1 (one) year thereafter.

The undertakings contained in this clause 25 are for the benefit of the Company and BEE SPV.

INDEPENDENT ADVICE

Each of the Parties to this Agreement hereby acknowledges and agrees that –

it has been free to secure independent legal and other professional advice (including financial and taxation advice) as to the nature and effect of all of the provisions of this Agreement and that it has either taken such independent advice or has dispensed with the necessity of doing so; and

all of the provisions of this Agreement and the restrictions herein contained are fair and reasonable in all the circumstances and are in accordance with the Party’s intentions.

GENERAL

Whole Agreement

The Transaction Documents constitute the whole of the agreement between the Parties relating to the matters dealt with herein and, save to the extent otherwise provided herein, no undertaking, representation, term or condition relating to the subject matter of the Transaction Documents not incorporated in the Transaction Documents shall be binding on either of the Parties.

Variations to be in Writing

No addition to or variation, deletion, or agreed cancellation of all or any clauses or provisions of this Agreement will be of any force or effect unless in writing and signed by the Parties.

No Indulgences

No latitude, extension of time or other indulgence which may be given or allowed by any Party to the other Party in respect of the performance of any obligation hereunder, and no delay or forbearance in the enforcement of any right of any Party arising from this Agreement and no single or partial exercise of any right by any Party under this Agreement, shall in any circumstances be construed to be an implied consent or election by such Party or operate as a waiver or a novation of or otherwise affect any of the Party's rights in terms of or arising from this Agreement or estop or preclude any such Party from enforcing at any time and without notice, strict and punctual compliance with each and every provision or term hereof. Failure or delay on the part of any Party in exercising any right, power or privilege under this Agreement will not constitute or be deemed to be a waiver thereof, nor will any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

No Waiver or Suspension of Rights

No waiver, suspension or postponement by any Party of any right arising out of or in connection with this Agreement shall be of any force or effect unless in writing and signed by such Party. Any such waiver, suspension or postponement will be effective only in the specific instance and for the purpose given.

Provisions Severable

All provisions and the various clauses of this Agreement are, notwithstanding the manner in which they have been grouped together or linked grammatically, severable from each other. Any provision or clause of this Agreement which is or becomes unenforceable in any jurisdiction, whether due to voidness, invalidity, illegality, unlawfulness or for any other reason whatever, shall, in such jurisdiction only and only to the extent that it is so unenforceable, be treated as pro non scripto and the remaining provisions and clauses of this Agreement shall remain of full force and effect. The Parties declare that it is their intention that this Agreement would be executed without such unenforceable provision if they were aware of such unenforceability at the time of execution hereof.

Without effecting the generality of the provisions contained in clause 27.5.1, should any court of competent jurisdiction or an arbitrator appointed in accordance with clause 22 find that the provision contained in clause 11.2.1 is void, invalid, illegal or unlawful, then and in such event the Forced Sale Price shall be the Fair Market Value in relation to a sale triggered by any event contemplated in clause 11.1.1 to 11.1.7

Continuing Effectiveness of Certain Provisions

The expiration or termination of this Agreement shall not affect such of the provisions of this Agreement as expressly provided that they will operate after any such expiration or termination or which of necessity must continue to have effect after such expiration or termination, notwithstanding that the clauses themselves do not expressly provide for this.

No Assignment

Neither this Agreement nor any part, share or interest herein nor any rights or obligations hereunder may be ceded, delegated or assigned by either Party without the prior signed written consent of the other Party, save as otherwise provided herein.

Exclusion of Electronic Signature

The reference in clauses 27.2, 27.4 and 27.7 to writing signed by a Party shall, notwithstanding anything to the contrary in this Agreement, be read and construed as excluding any form of electronic signature.

COSTS

Except as otherwise specifically provided herein, each Party will bear and pay its own legal costs and expenses of and incidental to the negotiation, drafting, preparation and implementation of the Transaction Documents. The BEE Parties shall be liable to the Company and NET1 for any legal fees incurred by either of them in enforcing the terms of this Agreement as well as any cost incurred by either the Company or NET1 to effect any transfer of shares contemplated in this Agreement.

BEE SPV shall reimburse NET1 and/or the Company, on demand, for any cost incurred by either in relation to a sale of BEE Shares pursuant to an Offer (as defined in clause 7.4.1) or a Trigger Event, or a sale or exchange contemplated in clause 20 (including but not limited to brokerage fees), and NET1 and the Company are authorized to apply set-off against any amounts due and owing by either to BEE SPV as a result of the aforementioned sale, exchange or otherwise.

effect or seek, offer or propose (whether publicly or otherwise) to effect, or announce any intention to effect or cause or participate in or in any way assist, facilitate or encourage any other person to effect or seek, offer or propose (whether publicly or otherwise) to effect or participate in:

any acquisition of any assets, indebtedness or businesses of the Company or any of its subsidiaries;

any tender or exchange offer, merger or other business combination involving the Company, its subsidiaries, or assets of the Company;

any recapitalisation, restructuring, liquidation, dissolution or other extraordinary transaction with respect to the Company; or

any “solicitation” of "proxies" (as such terms are used in the proxy rules of the SEC) or consents to vote any voting securities of the Company;

form, join or in any way participate in a "group" (as defined under the Exchange Act) with third parties with respect to any of the matters described in this clause 31 or otherwise act in concert with third parties in respect of any of the matters described in this clause 31;

otherwise act, alone or in concert with others, to seek representation on or to control or influence the management, Board or policies of the Company or to obtain representation on the Board;

take any action that would or would reasonably be expected to force the Company to make a public announcement regarding any of the types of matters set forth in 31.1 above; or

enter into any discussions or arrangements with any third party with respect to any of the foregoing. The BEE Parties each also agree during such period not to request that the Company or any of its subsidiaries or representatives, directly or indirectly, amend or waive any provision of this clause 31 (including this sentence).

SIGNATURE

This Agreement is signed by the Parties on the dates and at the places indicated below.

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same Agreement as at the date of signature of the Party last signing one of the counterparts.

The persons signing this Agreement in a representative capacity warrant their authority to do so.

The Parties record that it is not required for this Agreement to be valid and enforceable that a Party shall initial the pages of this Agreement and/or have its signature of this Agreement verified by a witness.

If a new venture, estimated turnover/revenue for next business year: _________

Has your company or any of its principal officers, directors, or shareholders ever been charged with a criminal offense? If so, provide details. ___________

INTERPRETATION

In this Agreement, unless the context indicates a contrary intention, the following words and expressions bear the meanings assigned to them and cognate expressions bear corresponding meanings –

" AFSA " means the Arbitration Foundation of Southern Africa;

" Agreement " means the agreement contained in this document, including all annexures hereto;

" BEE Act " means the Broad-Based Black Economic Empowerment Act, No 53 of 2003 as amended from time to time;

" BEE Codes " means the Codes of Good Practice on Broad-Based Black Economic Empowerment, published under section 9(1) of the BEE Act, in Government Gazette No 29617 on 9 February 2007 as amended from time to time;

" BEE Compliance Certificate " means, at any time, a certificate issued by such person as is designated from time to time for such purpose by the Company by way of notice to the BEE Shareholders, certifying (at the relevant time) whether or not any of the warranties, representations and undertakings referred to in clauses 8.1.1.1 to 8.1.1.2 (inclusive) have been or are being breached in any way, and confirming the status of the relevant entity, as contemplated in clause 8.1.1.3;

“BEE Parties” means BORN FREE and the BEE Shareholders;

" BEE Shareholders " means Mazwi Yako and such other persons or entities as may become holders of shares in the issued share capital of BORN FREE at any time in the future;

" BEE Shares " means 300,000 (three hundred thousand) shares of the Company’s common stock, par value $.001 per share;

" BORN FREE " means Born Free Investments 272 (Pty) Limited (Registration Number: 2004/032096/07), a limited liability private company duly incorporated in accordance with the laws of the Republic of South Africa;

" Black Company " means –

" Black People " is as defined in Schedule 1 to the BEE Codes, and " Black Person " shall be construed accordingly;

" Board " means the board of directors of the Company;

" Business " means the business carried on by the Company and its subsidiaries from time to time, being the provision of payment solutions, transaction processing services and financial services across a wide range of industries and in various countries;

“Change of Control” means any transaction or series of transactions by which: (i) any “person” or “group”, is or becomes the “beneficial owner” (as such terms are defined in the Exchange Act and the rules thereunder) of more than 50% (fifty percent) of the total voting power of the Company’s common stock then outstanding; or (ii) another corporation or other entity merges into the Company or the Company consolidates with or merges into any other corporation or other entity where any of the outstanding common stock of the Company or such other corporation or other entity is converted into or exchanged for cash, securities or other property (other than any such transaction where the common stock of the Company is converted into or exchanged for voting stock of the surviving or transferee person constituting a majority of the outstanding shares of such voting stock of such surviving or transferee person immediately after giving effect to such issuance); or (iii) the Company and its subsidiaries, taken as a whole, transfer all or substantially all their assets to any person or group, in one transaction or a series of transactions (other than a transfer between the Company and a wholly-owned subsidiary of the Company);

" Company " means Net 1 UEPS Technologies, Inc., a Florida corporation;

" Conditions Precedent " means the suspensive conditions set out in clause 4;

" Confidential Information " means any information or data relating to the Company or any of its subsidiaries or to the Business (even if not marked as being confidential, restricted, secret, proprietary or any similar designation), in whatever format and whether recorded or not (and if recorded, whether recorded in writing, on any electronic medium or otherwise), which –

“CPS” means Cash Paymaster Services (Pty) Limited (Registration Number 1971/007195/07), a limited liability private company duly incorporated in accordance with the laws of the Republic of South Africa;

" Disposal " and " Dispose " means, in the context of a disposal of a BEE Share or a share in BORN FREE –

“Equivalent CPS Shares” means a percentage of the shareholding in the share capital of CPS, of ordinary shares, calculated using the following formula:

BS/4,400,000 x 30%

With:

BS being the amount of BEE Shares held by BORN FREE at the time;

“Exchange Act” means the United States Securities Exchange Act of 1934, as amended from time to time;

“Fulfillment Date” means the date on which the last of the Conditions Precedent are fulfilled or waived, as the case may be;

" Fair Market Value " means, in relation to any BEE Share, the volume weighted average price of the common stock of the Company on the Nasdaq for the 30 (thirty) trading day period immediately prior the date of the Offer (as defined in clause 7.4.1), or the occurrence of the relevant Trigger Event, or the Call Notice contemplated in clause 20.1, as the case may be, converted at the SARB Exchange Rate on the date of the Trigger Event, the Offer or the Call Notice aforementioned;

" Governmental Body " means any country, any national body, any state, province, municipality, or subdivision of any of the foregoing, any Governmental department, or any agency, court, entity, commission, board, ministry, bureau, locality or authority of any of the foregoing, or any quasi-Governmental or private body exercising any regulatory, taxing, importing, exporting, or other Governmental or quasi-Governmental function;

“Interest” means the interest payable by BORN FREE to NET1 in respect of the Loan Amount, calculated at a rate of JIBAR plus 300 (three hundred) basis points, compounded every 6 (six) months;

“Interest Period” means each period of 6 (six) months, from 2 January to 1 July and 2 July to 1 January of each calendar year. The first interest period shall commence to run on the Payment Date to 1 July or 1 January, whichever immediately follows the Payment Date. Each Interest Period thereafter shall run from the date immediately following the date of expiry of the preceding Interest Period, even if the first day of this Interest Period is not a business day;

“Issue Date” means the date on which the BEE Shares are issued to BORN FREE pursuant to this Agreement;

“JIBAR” means the Johannesburg Interbank Average Rate applicable to the relevant Interest Period;

“JSE” means the stock exchange operated by JSE Limited;

“Loan Amount” means the amount required by BORN FREE to purchase and subscribe for the BEE Shares, at the Subscription Price, being ZAR 18,000,000 (eighteen million South African Rand);

" Lock Up Period " means a period commencing on the Issue Date and ending on the date that the Outstanding Balance is repaid by BORN FREE to NET1 in full, or 5 (five) years from the Issue Date, whichever period ends last;

“NET1” means Net1 Applied Technologies South Africa (Pty) Ltd (Registration Number 2002/031446/07) a limited liability private company duly incorporated in accordance with the laws of the Republic of South Africa;

“Outstanding Balance” means at any date of determination, the outstanding balance of the Loan Amount plus all accrued and unpaid Interest owing by BORN FREE to NET1;

“Payment Date” means the date on which NET1 extends the Loan Amount to BORN FREE, which will be used by BORN FREE to pay the Company the Subscription Price for the BEE Shares;

" Parties " means the parties to this Agreement as set out in clause 1 above, and the term “Party” means any one of them, as the context requires;

“SARB Exchange Rate” means on any date, the currency exchange rate for the United States Dollar, against the South African Rand, published daily by the South African Reserve Bank;

“SEC” means the United States Securities and Exchange Commission;

" Securities Act " means the United States Securities Act of 1933, as amended;

“Shareholders Agreement” means a shareholders agreement between BORN FREE and NET1 governing their relationship in relation to CPS and transferring the security and BEE features of this Agreement, in relation to the BEE Shares, to the Equivalent CPS Shares, to the satisfaction of NET1, which agreement shall only come into force and effect in the event of the Company exercising the call option contemplated in clause 20;

" Signature Date " means the date of signature of this Agreement by the Party last signing;

“Subscription Price” means 75% (seventy five percent) of the price of the common stock of the Company, per share, as quoted on the JSE at closing on 6 December 2013, being ZAR 60.00 (sixty six South African Rand and thirty seven cents), calculated as follows: ZAR 80.00 x 75%;

“Target Date” means the first occasion on which the common stock of the Company trades at the Target Price on the JSE or Nasdaq. The “Target Price” is ZAR120.00 (one hundred and twenty South African Rand) and, in respect of trades on the Nasdaq, the trade price, in United States Dollars, shall be converted to South African Rand at the SARB Exchange Rate for the day on which the transaction occurs, to determine whether or not the Target Price has been reached;

" Transaction Documents " means this Agreement and any written and signed agreement among the Parties which in whole or in part regulates the issuance of any securities to BORN FREE by the Company or which relates directly or indirectly to the acquisition, holding, cession or disposition of shares in the Company by BORN FREE pursuant to this Agreement; and

“Trigger Event” shall bear the meaning assigned to it in clause 11.

clause headings and the heading of the Agreement are for convenience only and are not to be used in its interpretation;

an expression which denotes -

any gender includes the other genders;

a natural person includes a juristic person and vice versa ;

the singular includes the plural and vice versa ;

a Party includes a reference to that Party’s successors in title and assigns allowed at law; and

a reference to a consecutive series of two or more clauses is deemed to be inclusive of both the first and last mentioned clauses.

" business hours " shall be construed as being the hours between 08h30 and 17h00 on any business day. Any reference to time shall be based upon South African Standard Time;

" days " shall be construed as calendar days unless qualified by the word "business", in which instance a "business day" will be any day other than a Saturday, Sunday or public holiday as gazetted by the government of the Republic of South Africa from time to time;

" laws " means all constitutions; statutes; regulations; by-laws; codes; ordinances; decrees; rules; judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, orders, decisions, rulings, or awards; policies; voluntary restraints; guidelines; directives; compliance notices; abatement notices; agreements with, requirements of, or instructions by any Governmental Body; and the common law, and “law” shall have a similar meaning and

" person " means any person, company, close corporation, trust, partnership or other entity whether or not having separate legal personality.

Unless specifically otherwise provided, any number of days prescribed shall be determined by excluding the first and including the last day or, where the last day falls on a day that is not a business day, the next succeeding business day.

If the due date for performance of any obligation in terms of this Agreement is a day which is not a business day then (unless otherwise stipulated) the due date for performance of the relevant obligation shall be the immediately preceding business day.

Where figures are referred to in numerals and in words, and there is any conflict between the two, the words shall prevail, unless the context indicates a contrary intention.

The rule of construction that this Agreement shall be interpreted against the Party responsible for the drafting of this Agreement, shall not apply.

No provision of this Agreement shall (unless otherwise stipulated) constitute a stipulation for the benefit of any person ( stipulatio alteri ) who is not a Party to this Agreement.

The use of any expression in this Agreement covering a process available under South African law, such as winding-up, shall, if either of the Parties to this Agreement is subject to the law of any other jurisdiction, be construed as including any equivalent or analogous proceedings under the law of such other jurisdiction.

Any reference in this Agreement to " this Agreement " or any other agreement or document shall be construed as a reference to this Agreement or, as the case may be, such other agreement or document, as amended, varied, novated or supplemented from time to time.

In this Agreement the words " clause " or " clauses " and " annexure " or " annexures " refer to clauses of and annexures to this Agreement.

all regulatory approvals required for the implementation of the Transaction Documents have been duly obtained, including all approvals required by the exchange control authorities of the South African Reserve Bank;

NET1 and BORN FREE conclude the Shareholders Agreement;

BORN FREE and NET1 concludes a cession agreement in terms of which the BEE Shares are ceded to NET1 in securitatem debiti for all amounts due or which may become due to NET1 in terms of this Agreement, which cession shall be prepared by NET1 to its satisfaction; and

BORN FREE signs a transfer secretary direction letter which has also been signed by the Company’s South African register transfer secretary and one or more stock powers as shall be requested by the Company, in each case for the purpose of enforcing clauses 7, 11, 13 and 20 (a copy of the direction letter and stock powers to be signed are attached hereto marked “A” and “B” , respectively).

10% (ten percent) of the Loan Amount (ZAR1,800,000) shall be repaid on the first anniversary of the Issue Date;

10% (ten percent) of the Loan Amount (ZAR1,800,000) shall be repaid on the second anniversary of the Issue Date;

15% (fifteen percent) of the Loan Amount (ZAR2,700,000) shall be repaid on the third anniversary of the Issue Date;

15% (fifteen percent) of the Loan Amount (ZAR2,700,000) shall be repaid on the fourth anniversary of the Issue Date; and

the entire Outstanding Balance shall be repaid in full on the fifth anniversary of the Issue Date.

BORN FREE instructing the buyer, irrevocably, to pay the purchase price payable to it, pursuant to such sale, to NET1; and

the buyer providing NET1 with a guarantee, in favour of and suitable to NET1 (in its sole discretion), that the purchase price payable to BORN FREE pursuant to the sale shall be paid to NET1, within 30 (thirty) days of the sale being concluded.

the proceeds of such sale, received by NET1 from the buyer, shall be set-off against the Outstanding Balance and NET1 shall pay any remaining amount (after applying such set-off) to BORN FREE.

If BORN FREE intends to Dispose of any BEE Shares, then at least 30 (thirty) and not more than 60 (sixty) days prior to the date of any anticipated Disposal, BORN FREE shall notify the Company in writing that it intends to effect such Disposal, stating the amount of proceeds it desires to obtain therefrom. The said notice shall be deemed to be an irrevocable offer by BORN FREE to sell to the Company such number of BEE Shares as would produce the amount of proceeds specified in the notice ( “Offer” ).

The Offer shall be open for and the Company shall have 30 (thirty) calendar days from the date it receives such notice to accept the Offer and elect to purchase all or a portion of such BEE Shares from BORN FREE. If the Company accepts the Offer, BORN FREE shall transfer the relevant BEE Shares to the Company within the succeeding 10 (ten) calendar days and the Company shall pay the purchase price in respect thereof within 30 (thirty) days of such transfer.

The purchase price shall be the Fair Market Value of the BEE Shares or such lesser amount as may be agreed between the Company and BORN FREE.

If the Offer is not accepted, then and in such event BORN FREE shall be entitled to Dispose of the BEE Shares offered within 60 (sixty) days of expiry of the Offer, provided that it shall not sell the said shares on terms better than that on which it was available for purchase by the Company pursuant to the Offer. If BORN FREE does not conclude the Disposal within 60 (sixty) days, then and in such event the provisions of this clause 7.4 shall again have to be complied with before any other Disposal may be effected.

BORN FREE's authorised share capital, except to the extent that the Company in writing agrees otherwise, will comprise 100 (one hundred) ordinary shares of R1.00 (one rand) par value;

BORN FREE will be a Black Company; and

any BEE certificate issued in respect of BORN FREE will confirm that BORN FREE is a Level 1 BEE contributor;

no person who has any direct or indirect interest in a business in direct competition with the Business will, for so long as BORN FREE is a shareholder in the Company, without the prior written consent of the Company on each occasion, directly or indirectly have any interest of whatsoever nature in BORN FREE, including as a holder of any shares, regardless of class, or as a holder of debentures, regardless of class, or as a holder of any voting rights, or as a lender or provider of any funding or as an advisor, consultant, contractor, beneficiary or otherwise; and

only persons elected by and as representatives of the BEE Shareholders will be directors of BORN FREE, all such directors shall be Black People and no person shall be appointed as a director of BORN FREE without the prior consent in writing of the Company.

BORN FREE makes or attempts to make or recommends any offer of compromise with its creditors generally;

any of the assets of BORN FREE, or any of the issued shares or any other economic or voting interest in BORN FREE, are subjected to judicial attachment;

BORN FREE commits an act which if committed by a natural person, would constitute an act of insolvency in terms of section 8(c),(d),(g) or (h) of the Insolvency Act, No 24 of 1936;

BORN FREE fails to satisfy any judgment or any arbitration award granted or made against it within 7 (seven) days of the date on which such judgment or arbitration award is granted or made;

BORN FREE is wound up, whether provisionally or finally, or a resolution is passed by the board of directors of BORN FREE resolving that BORN FREE voluntarily begin business rescue proceedings and be placed under supervision in terms of the Act (whether or not such resolution is subsequently withdrawn, superseded or set aside), or a court makes an order placing BORN FREE under supervision and commencing business rescue proceedings in terms of the Act (whether or not such order is subsequently set aside); or

BORN FREE fails to pay any amount due and payable to NET1 in accordance with this Agreement.

the Fair Market Value thereof or the Subscription Price, whichever is the lower, pursuant to a sale triggered by an event contemplated in clauses 11.1.1 to 11.1.7; and

the Fair Market Value pursuant to a sale triggered by an event contemplated in clause 11.1.8.

Upon the giving of a Trigger Event Notice to it, BORN FREE shall be deemed to have made an irrevocable offer to sell the BEE Shares at the Forced Sale Price to the Company and/or to any other party or parties as nominated by the Company in its discretion (" Deemed Forced Offer ").

The Company shall, if it wishes to accept the Deemed Forced Offer, either for its own benefit and/or for the benefit of any party or parties so selected by the Company, give notice to that effect to BORN FREE within 90 (ninety) days of the giving of the Trigger Event Notice (" Acceptance Notice "). The Acceptance Notice shall –

to the extent that the Deemed Forced Offer is accepted on behalf of more than 1 (one) party, specify the name of each party;

if the Deemed Forced Offer is accepted on behalf of 1 (one) party only and that party is not the Company, specify the name of such party; and

specify the amount of the BEE Shares in respect of which the offer is accepted and being purchased by the purchaser, or each purchaser, as the case may be.

To the extent that the Company accepts the Deemed Forced Offer wholly or partially for the benefit of 1 (one) or more parties selected by the Company, the Company shall be regarded as acting as an agent for such party or parties, and not as a principal and the Company shall have no liability to BORN FREE arising out of or in connection with the resulting sale or sales.

Upon acceptance by the Company of the Deemed Forced Offer in accordance with the provisions of clause 11.4, whether such acceptance is wholly for the benefit of the Company or wholly for the benefit of any party selected by the Company or partially for the benefit of the Company and/or any one or more of such selected parties (" Forced Sale Purchasers ") –

a sale shall automatically come into existence in terms of which BORN FREE sells the BEE Shares at the Forced Sale Price to the Forced Sale Purchasers in the proportions set out in the Acceptance Notice; and

BORN FREE shall be obliged, on delivery to it of the Acceptance Notice, to transfer such BEE Shares to the Forced Sale Purchasers in the proportions set out in the Acceptance Notice and the Board is irrevocably authorized by BORN FREE to utilize any of the stock powers or the transfer secretary direction letter, signed by BORN FREE in accordance with clause 4.1.4, to effect such transfer.

the Forced Sale Price shall be payable within 30 (thirty) days of the transfer having been effected.

In the event that the BEE Shares are purchased pursuant to the provisions of this clause 11, save pursuant to an event contemplated in clause 11.1.8, BORN FREE shall on the date of transfer of the BEE Shares fully discharge the entire Outstanding Balance and in this regard expressly authorizes each party which has purchased such BEE Shares or any portion thereof to pay so much of the Forced Sale Price as is necessary to discharge the entire Outstanding Balance plus to satisfy any and all South African and United States tax liability which may be incurred by the Company or any of its subsidiaries in connection with the purchase of the BEE Shares as contemplated in this clause 11.7 (for which BORN FREE shall be liable), to NET1, with the excess, if any, to be paid to BORN FREE.

Notwithstanding anything to the contrary herein contained, on every occasion that an event contemplated in clause 11.1.8 occurs:

The Company shall only be entitled to accept the Deemed Forced Offer in respect of and purchase such amount of BEE Shares which would raise sufficient proceeds (i) to settle that portion of the Loan Amount and Interest as shall be due and owing by BORN FREE to NET1 at the time of the Acceptance Notice; plus (ii) to satisfy any and all South African and United States tax liability which may be incurred by the Company or any of its subsidiaries in connection with the purchase of the BEE Shares pursuant to this clause 11.8; and

BORN FREE expressly authorizes each party which has purchased such BEE Shares or any portion thereof to pay so much of the Forced Sale Price as is necessary to discharge the payment to NET1 of all amounts specified in clause 11.8.1.

BEE COMPLIANCE CERTIFICATE

The Company shall from time to time, and at least once a year, be entitled (but not obliged) to require the preparation, issue and delivery to the Company of a BEE Compliance Certificate.

Subject to the provisions of clause 18, the BEE Parties agree and undertake, at their own cost and expense, to procure such preparation, issue and delivery of a BEE Compliance Certificate within 45 (forty five) days of the Company giving notice to the BEE Shareholders requiring the same. The BEE Parties further agree and undertake to co-operate fully and without unreasonable delay with the person designated from time to time to issue a BEE Compliance Certificate and, in particular, agree and undertake to provide such person and its agents and employees -

full and unrestricted access to the directors, officers, employees, advisors and auditors, as well as to all records and data (whether stored electronically or otherwise and whether in the possession of others) of BORN FREE so as to enable such parties to carry out thorough and complete investigations in connection with the issue of the applicable BEE Compliance Certificate; and

with all information and all documents requested by such parties for the purpose of enabling them to carry out thorough and complete investigations in connection with the issue of the applicable BEE Compliance Certificate.

Any dispute in relation to the contents of and/or the findings set out in a BEE Compliance Certificate shall be referred to and settled by arbitration in accordance with the provisions of clause 22, except that such arbitration shall (to the extent possible) be finalised within 30 (thirty) days.

The Company shall be entitled to all information of any nature whatsoever relating to the ultimate ownership and shareholding structure of BORN FREE and each of the BEE Shareholders so that the Company and its advisors are able at any time to ensure that the requirements of the BEE Codes are complied with and that the ultimate ownership of BORN FREE is transparent and fully justifiable from the point of view of the BEE Codes. If at any time there is any change in the shareholding of any of the BEE Shareholders (direct or indirect) or in the shareholding of any shareholder or ultimate shareholder of any of the BEE Shareholders (direct or indirect) then each BEE Shareholder undertakes forthwith upon the occurrence of such change to notify the Company thereof in writing. The relevant BEE Shareholder shall ensure that no such change will be prejudicial to the Company and no such change will have a detrimental effect on the BEE status of the Company or of BORN FREE.

MATTERS RELATING TO US SECURITIES AND COMPETITION LAWS

Compliance with Securities Act

Each of the BEE Parties acknowledges that the Company may, in its discretion, elect not to register the sale of the BEE Shares in terms of this Agreement under the Securities Act and that if not so registered, the sale of the BEE Shares will be made in reliance on an exemption from registration contained in Regulation S under the Securities Act for offers and sales made outside of the United States.

Each of the BEE Parties represents and warrants that it is and at the time that BEE SPV acquires the BEE Shares in terms of this Agreement, it will be –

Each of the BEE Parties agrees that it will not engage in hedging transactions with respect to the BEE Shares.

BORN FREE agrees that it will not offer, sell, pledge, transfer or otherwise dispose of any BEE Shares except pursuant to an effective registration statement under the Securities Act or in compliance with all the requirements of an available exemption from registration thereunder (together with an opinion of counsel satisfactory to the Company that registration is not required). BORN FREE further acknowledges that any BEE Shares which are issued in certificated form may bear a legend to the foregoing effect.

The Company may in its sole discretion elect to register the sale of the BEE Shares to BORN FREE and/or the resale of some or all of the BEE Shares by BORN FREE in terms of this Agreement under the Securities Act. If the Company elects to effect such registration, then the BEE Parties undertake to provide the Company will all information about the BEE Parties that may be required to be included in any prospectus supplement relating to such sale or resale and the BEE Parties warrant that such information provided to the Company for use in such prospectus supplement will be true and correct in all material respects.

Compliance with Exchange Act

The BEE Parties acknowledge that the Company’s common stock is registered under the Exchange Act, which provides, among other things, that –

beneficial owners (as defined in the Exchange Act and the SEC’s rules thereunder) of more than 5% (five percent) of the Company’s outstanding shares of common stock may be required to make filings with the SEC pursuant to Regulation 13D/G under the Exchange Act; and

directors, officers and holders of more than 10% (ten percent) of the Company’s outstanding shares of common stock must file with the SEC ownership and transaction reports pursuant to Section 16(a) of the Exchange Act and become subject to the short-swing liability provisions of Section 16(b) of the Exchange Act.

Compliance with Competition Laws

Each of the BEE Parties acknowledges that it may be required to comply with notice and other relevant provisions of the U.S. Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the " HSR Act ") and agrees that it will comply with the applicable requirements of the HSR Act prior to any of the BEE Shares being issued to BORN FREE.

No Reliance on Company regarding U.S. Laws

Each of the BEE Parties acknowledge that it will seek its own legal advice with regard to its compliance with U.S. laws and that it is not relying on the Company, its subsidiaries, or its U.S. Counsel for such advice.

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to BORN FREE as follows -

Organisation, Good Standing and Qualification

The Company and each of its subsidiaries has been duly incorporated and is validly existing as a corporation under the laws of the jurisdiction of its organisation, with the corporate power and authority to own its property and conduct its business as it is currently conducted. Each of the Company and its subsidiaries is qualified to do business as a foreign corporation in each jurisdiction where the conduct of its business requires such qualification, except where the failure to be so qualified would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole.

Authorisation; Binding Obligations

The Company has the corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement by the Company have been duly authorised by all necessary corporate action. This Agreement is valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms, except as may be limited by (a) applicable bankruptcy, insolvency, reorganisation, moratorium or other laws of general application affecting enforcement of creditors’ rights and (b) general principles of equity that restrict the availability of equitable remedies.

Validity of BEE Shares

The BEE Shares will be validly issued, fully paid and non-assessable under the Florida Business Corporation Act.

Compliance with Instruments and Laws

The execution and delivery of this Agreement by the Company, and the performance by the Company of its obligations hereunder will not result in any violation by the Company of its articles of incorporation or any material agreement, law or court order to which the Company or its subsidiaries are bound.

No Material Litigation

Except as disclosed in the Company’s periodic reports filed with the SEC, neither the Company nor any of its subsidiaries is a party to any material legal proceedings which could reasonably be expected to have a material adverse effect on the Company and its subsidiaries, taken as a whole.

REPRESENTATIONS AND WARRANTIES OF BORN FREE

The BEE Parties hereby represents and warrants to the Company as of the date of this Agreement as follows -

Organisation, Good Standing and Qualification

Each of the BEE Parties has been duly incorporated and is validly existing as a corporation under the laws of the Republic of South Africa, with the corporate power and authority to own its property and conduct its business as it is currently conducted.

Authorisation, Binding Obligations

Each of the BEE Parties has the power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the BEE Parties have been duly authorised by all necessary corporate action. This Agreement is a valid and binding obligation of the BEE Parties enforceable against the BEE Parties in accordance with its terms, except as may be limited by -

applicable insolvency or other laws of general application affecting enforcement of creditors’ rights; and

general principles of equity that restrict the availability of equitable remedies.

Compliance with Instruments and Laws

The execution and delivery of this Agreement by the BEE Parties, and the performance by each of the BEE Parties of its obligations hereunder will not result in any violation by the BEE Parties of its memoranda of incorporation.

No Material Litigation

BORN FREE is not a party to any legal proceedings.

CONFIDENTIALITY AND RESTRAINT UNDERTAKINGS

BORN FREE acknowledges that for so long as it is a shareholder in the Company, BORN FREE will be exposed and have access to, and will learn of certain Confidential Information.

The BEE Shareholders acknowledges that for so long as BORN FREE is a shareholder in the Company and any of the BEE Shareholders is a shareholder of BORN FREE, the BEE Shareholders will be exposed and have access to, and will learn of certain Confidential Information.

Each of the BEE Parties acknowledges further that the confidentiality undertakings given by it in terms of this Agreement and the restraints imposed on it in terms of this clause 16 are reasonable and necessary in order for the Company and its subsidiaries and to protect their respective proprietary rights and interests.

Each of the BEE Parties irrevocably and unconditionally agrees and undertakes in favour of the Company –

to treat and safeguard the Confidential Information as strictly private and confidential;

not to use, disclose or divulge, directly or indirectly, the Confidential Information in any manner to any third party for any reason or purpose whatsoever without the prior written consent of the Company, which consent may be granted or withheld in the sole and absolute discretion of the Company;

not to decompile, disassemble or reverse engineer or otherwise modify, adapt, alter or vary the whole or any part of the Confidential Information; and

to take all such steps as may be reasonably necessary to prevent Confidential Information from falling into the hands of unauthorised third parties and, to the extent that any Confidential Information is disclosed to any of its directors, other staff or representatives, to ensure that such individuals are familiar with the restrictions contained in this Agreement and abides by the terms contained in this clause 16.

Subject to the provisions of clause 16.8, the undertakings given by each of the BEE Parties in clause 16.4 shall not apply to any Confidential Information which –

is or becomes generally available to the public other than by the negligence or default of BORN FREE or of the BEE Shareholders or by the breach of this clause 16 by the BEE Shareholders or BORN FREE;

has been supplied to the party to whom it is disclosed by a third party who is under no obligation to maintain such information in confidence; or

is disclosed pursuant to a requirement or request by operation of law, to the extent of compliance with such requirement or request only and not for any other purpose,

the onus shall at all times rest on the BEE Shareholders or BORN FREE, as the case may be, to establish that such information falls within such exclusions;

information shall not be deemed to be within the foregoing exclusions merely because such information is embraced by more general information in the public domain or in the possession of the BEE Shareholders or BORN FREE; and

any combination of features shall not be deemed to be within the foregoing exclusions merely because individual features are in the public domain or in the possession of the BEE Shareholders or BORN FREE, but only if the combination itself is in the public domain or in the possession of the BEE Shareholders or BORN FREE.

The determination of whether information is Confidential Information shall not be affected by whether or not such information is subject to, or protected by, common law or statute related to copyright, patent, trademarks or otherwise.

If any of the BEE Parties are uncertain as to whether any information is Confidential Information, the BEE Shareholders or BORN FREE, as the case may be, shall treat such information as confidential until the contrary is agreed in writing by the Company and by the Company.

In the event that either the BEE Shareholders or BORN FREE is required to disclose any Confidential Information pursuant to clause 16.5.3, it shall -

notify the Company thereof prior to disclosure, if possible;

take all such steps to limit the disclosure to the extent that it lawfully and reasonably can, except to the extent that the Company waive the taking of any or all such steps;

afford the Company a reasonable opportunity, if possible, to intervene in the proceedings;

comply with the reasonable requests of the Company as to the manner and terms of any such disclosure.

Each of the BEE Parties hereby undertakes to the Company that neither it nor any party which controls it will, either alone or jointly or together with any other person –

directly or indirectly encourage or entice or persuade or induce any client or customer of the Company or its subsidiaries to take its customers or clientele away from the Company or its subsidiaries, or cause or assist in causing any of the foregoing to take place; and/or

directly or indirectly discourage or dissuade any person from referring or continuing to refer its customers or business to the Company or its subsidiaries, or cause or assist in causing any of the foregoing to take place.

ANTI-CORRUPTION CONTROLS AND BUSINESS PRACTICES

None of the BEE Parties shall, and the BEE Shareholders shall procure that BORN FREE does not, do or perform any act which is contrary to any laws of the Republic of South Africa or to any applicable U.S. laws, including the Foreign Corrupt Practices Act of 1977.

The BEE Parties warrant and undertake that they have instituted and maintained, and will continue to maintain, adequate appropriate policies, procedures and controls designed to ensure continued compliance with all applicable anti- corruption laws, including the Foreign Corrupt Practices Act of 1977.

Without in any way detracting from any warranties, representations and undertakings referred to elsewhere in this Agreement but subject to the provisions of clause 18, each of the BEE Parties represents, warrants and agrees to the following:

Compliance with Anti-Corruption Laws

Each of the BEE Parties warrants and represents that it nor any of its respective directors, officers, employees, partners, agents or other person representing it has made or promised to make or transferred, and agrees that none of the foregoing persons will make or promise to make or transfer, in connection with the obligations contemplated by the Transaction Documents or in connection with any other business transactions involving the Company or any of its subsidiaries, any payment or anything of value, directly or indirectly –

Government Ownership, Change in Ownership or Control

Each of the BEE Parties warrants and represents that to the best of its knowledge as at the Signature Date, no director of BORN FREE and no employee of BORN FREE, or other person who will be involved in fulfilling the obligations of the BEE Shareholders and/or BORN FREE under the Transaction Documents is a Government Official, political party official or candidate, or a Close Family Member of such an official or candidate. If, whilst BORN FREE is a shareholder in the Company, there is a change in any of the matters or facts warranted or represented in terms of this clause 17.3.2, the BEE Parties agree to disclose such change in writing to the Company and the Company within 7 (seven) days of the change occurring. For the purposes of this clause 17.3.2 –

FCPA Questionnaire

The Company may from time to time request any of the BEE Parties to deliver to the Company a FCPA Questionnaire, duly completed by such director, officer, trustee, member or shareholder of any of the BEE Parties or any of its subsidiaries as may be identified by the Company. Each of the BEE Parties shall procure that the director, officer, trustee, member or shareholder identified by the Company duly completes the FCPA Questionnaire and shall deliver the completed FCPA Questionnaire to the Company within 14 (fourteen) days of the request. “FCPA Questionnaire” means the document attached hereto marked “C” , provided that the Company may include such additional information as it may consider necessary or relevant from time to time.

Accuracy of Disclosures

Each of the BEE Parties represents, warrants and undertakes that all material information provided by BORN FREE or by the BEE Shareholders to the Company, or to be provided to the Company, is and shall be accurate and complete in all material respects.

BORN FREE with respect to the period from the Signature Date until the date that BORN FREE is no longer a shareholder in the Company pursuant to the disposal of all shares acquired pursuant to this Agreement.

AUDIT

Each of the BEE Parties agrees that it will allow the Company and/or the Company’s representatives to audit it to determine compliance with laws and the terms of the Transaction Documents, which shall include, but not be limited to –

providing within 7 (seven) days of request therefore, all necessary information and access necessary for the representatives of the Company and/or the Company to audit its books and records with respect to –

cooperating with Company, its counsel or its designees in connection with any existing or future investigation, litigation or inquiry by any state, federal, foreign or private entity relating to this Agreement and any matter in which BEE Parties was involved or has knowledge. In each case, such cooperation includes all assistance that Company reasonably requests. Failure to cooperate will be deemed a material breach of this Agreement.

each of the BEE Shareholders shall continue to apply for a period of 5 (five) years after it ceases to be a member of BORN FREE or BORN FREE ceases to be a shareholder in the Company, whichever first occurs; and

BORN FREE shall continue to apply for a period of 5 (five) years after BORN FREE ceases to be shareholder in the Company.

CALL OPTION

The Company may, at any time after the Issue Date, call on BORN FREE to either: (i) exchange the BEE Shares held by it for the Equivalent CPS Shares; or (ii) sell the BEE Shares to the Company at Fair Market Value; by giving BORN FREE written notice ( “Call Notice” ).

Upon receipt of the Call Notice, BORN FREE shall immediately transfer the BEE Shares held by it to the Company and the Board is irrevocably authorized by BORN FREE to utilize any of the stock powers or transfer secretary direction letter, signed by BORN FREE in accordance with clause 4.1.4, to effect such transfer.

Within 30 (thirty) days of the transfer contemplated in clause 20.2, the Company shall procure that NET1 issues the Equivalent CPS Shares to BORN FREE, in exchange for the BEE Shares so transferred (if option 20.1(i) was elected), alternatively, if BORN FREE elected to rather sell its shares to the Company pursuant to clause 20.1(ii), pay the proceeds from such sale, less any amount owing to either the Company or NET1 by BORN FREE, to BORN FREE..

In the event of a sale contemplated in clause 20.1(ii), the Company is irrevocably authorized to apply set-off of any amount due to the Company by SPV against any proceeds from such sale due to BORN FREE and to furthermore pay the remaining proceeds (after applying such set-off) to NET1 in settlement (partly or fully) of any amount owing by BORN FREE to NET1.

BREACH