Exhibit 10.31
EXECUTION VERSION
IFC Investment No. 37402

Subscription Agreement

By and Among

NET 1 UEPS TECHNOLOGIES, INC.

and

EACH OF THE INVESTORS SIGNATORY HERETO

Dated April 11, 2016

TABLE OF CONTENTS

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SUBSCRIPTION AGREEMENT

SUBSCRIPTION AGREEMENT (this “ Agreement ”), dated April 11, 2016, between:

(1)      NET 1 UEPS TECHNOLOGIES, INC., a corporation organized and existing under the laws of State of Florida (the “ Company ”);

(2)      INTERNATIONAL FINANCE CORPORATION, an international organization established by Articles of Agreement among its member countries (“ IFC ”);

(3)      IFC African, Latin American and Caribbean Fund, LP, a limited partnership formed under the laws of the United Kingdom (“ ALAC ”);

(4)      IFC Financial Institutions Growth Fund, LP, a limited partnership formed under the laws of the United Kingdom (“ FIG ”); and

(5)      Africa Capitalization Fund, Ltd., a Mauritius limited company (“ AFCAP ” and together with IFC, ALAC and FIG, the “ Investors ”).

RECITALS

The Company desires to issue to the Investors, and the Investors desire, severally and not jointly, to subscribe for, shares of common stock of the Company referred to in Section 2.01(a) ( Subscription ), on the terms and conditions set forth in this Agreement.

ARTICLE I
Definitions and Interpretation

Section 1.01. Definitions . Wherever used in this Agreement, the following terms have the following meanings:

“ Accounting Standards ” means accounting principles generally accepted in the United States, applied on a consistent basis;

“ Action Plan ” means the plan attached as Schedule 6 ( Action Plan ) setting out the specific social and environmental measures to be undertaken by the Company;

“A FCAP ” has the meaning set forth in the preamble;

“ Affiliate ” means, with respect to any Person, any Person directly or indirectly Controlling, Controlled by or under common Control with, that Person;

“ ALAC ” has the meaning set forth in the preamble;

“ Applicable Law ” means all applicable statutes, laws, ordinances, rules and regulations, including but not limited to, any license, permit or other governmental Authorization, in each case as in effect from time to time;

“ Applicable S&E Law ” means all applicable statutes, laws, ordinances, rules and regulations of each country in which the Company or any Subsidiary does business, including, without limitation, all Authorizations setting standards concerning environmental, social, labor, health and safety or security risks of the type contemplated by the Performance Standards or imposing liability for the breach thereof;

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“ Authorization ” means any consent, registration, filing, agreement, notarization, certificate, license, approval, permit, authority or exemption from, by or with any Authority, whether given by express action or deemed given by failure to act within any specified time period and all corporate, creditors’ and stockholders’ approvals or consents;

“ Authorized Representative ” means any individual who is duly authorized by the Company to act on its behalf and whose name and a specimen of whose signature appear on the Certificate of Incumbency and Authority most recently delivered by the Company to each Investor;

“ Business Day ” means a day when banks are open for business in New York, New York and Johannesburg, South Africa;

“ Cancellation Date ” means July 11, 2016;

“ Certificate of Incumbency and Authority ” means a certificate provided to each Investor by the Company substantially in the form set forth in Schedule 4 ( Form of Certificate of Incumbency and Authority );

“ Charter ” means the Amended and Restated Articles of Incorporation and Amended and Restated By-Laws of the Company;

“ Closing Notice ” means a notice in the form set forth in Schedule 2 ( Form of Closing Notice );

“ Coercive Practice ” has the meaning set forth in Annex B ( Anti-Corruption Guidelines for IFC Transactions );

“ Collusive Practice ” has the meaning set forth in Annex B ( Anti-Corruption Guidelines for IFC Transactions );

“ Common Stock ” means the common stock, par value $0.001 per share, of the Company;

“ Company ” has the meaning set forth in the preamble;

“ Company Agreements ” has the meaning set forth in Section 3.01(w) ( Material Contracts );

“ Company Disclosure Letter ” has the meaning set forth in Section 3.01 ( Representations and Warranties of the Company );

“ Company’s Employee Plan ” means any plan, program, or other arrangement providing for employment, compensation, retirement, deferred compensation, severance, separation, stock option or other benefits, which has been sponsored, contributed to or required to be contributed to by the Company or any of its Subsidiaries for the benefit of any Person who performs or who has performed services for the Company or any of its Subsidiaries;

“ Company Operations ” means all of the existing operations of the Company and its Subsidiaries;

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“ Company SEC Documents ” has the meaning set forth in Section 3.01(z) (Regulatory Reporting ).

“ Control ” means the power to direct the management or policies of a Person, directly or indirectly, whether through the ownership of shares or other securities, by contract or otherwise; provided that, in any event, the direct or indirect ownership of twenty percent (20%) or more of the voting share capital of a Person is deemed to constitute Control of that Person, and “ Controlling ” and “ Controlled ” have corresponding meanings;

“ Corrupt Practice ” has the meaning set forth in Annex B ( Anti-Corruption Guidelines for IFC Transactions );

“ Dollars ” or “ $ ” means the lawful currency of the United States of America;

“ Equity Securities ” means the Company’s Common Stock, preferred stock, bonds, loans, warrants, rights, options or other similar instruments or securities which are convertible into or exercisable or exchangeable for, or which carry a right to subscribe for or purchase shares of Common Stock or any instrument or certificate representing a beneficial ownership interest in the Common Stock, including global depositary receipts and American depository receipts and any other security issued by the Company, even if not convertible into Common Stock, that derives its value and/or return based on the financial performance of the Company or its Common Stock;

“ Exchange Act ” means the U.S. Securities Exchange Act of 1934, as amended;

“ FAIS ” has the meaning set forth in Section 3.01(aa) ;

“ Fraudulent Practice ” has the meaning set forth in Annex B ( Anti-Corruption Guidelines for IFC Transactions );

“ IFC ” has the meaning set forth in the preamble;

“ Investor Subscription ” means any subscription for Equity Securities of the Company by the Investors as provided for in Article II ( Agreement for Subscription );

“ Intellectual Property ” means any or all of the following and all rights in, arising out of, or associated with any or all of the following:

(a)      all U.S., foreign and international patents and patent rights (including all patents, patent applications, provisional patent applications, and any and all divisions, continuations, continuations-in-part, reissues, re-examinations and extensions thereof, and all invention registrations and invention disclosures);

(b)      all trademarks and trademark rights, service marks and service mark rights, trade names and trade name rights, service names and service name rights (including all goodwill, common law rights and governmental or other registrations or applications for registration pertaining thereto), designs, trade dress, brand names, business and product names, internet domain names, logos and slogans;

(c)      all copyrights and copyright rights (including all common law rights, and governmental or other registrations or applications for registration pertaining thereto, and renewal rights therefor);

(d)      all sui generis database rights, ideas, inventions (whether patentable or not), invention disclosures, improvements, technology know-how, show-how, trade secrets, formulas, systems, processes, designs, methodologies, industrial models, works of authorship, databases, content, graphics, technical drawings, statistical models, algorithms, modules, computer programs, technical documentation, business methods, work product, intellectual and industrial property licenses, proprietary information and documentation relating to any of the foregoing;

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(e)      all mask works, mask work registrations and applications therefor;

(f)      all industrial designs and any registrations and applications therefor throughout the world;

(g)      all computer software including all source code, object code, firmware, development tools, files, records and data, and all media on which any of the foregoing is recorded; and

(h)      all similar, corresponding or equivalent rights to any of the foregoing;

“ Key Subsidiary ” means each of Net1 Applied Technologies South Africa Proprietary Limited, Zazoo Limited, Cash Paymaster Services Proprietary Limited, Net1 Company Finance Holdings Proprietary Limited, The Smart Life Insurance Company Limited, Prism Holdings Proprietary Limited, EasyPay Proprietary Limited, Moneyline Financial Services Proprietary Limited and KSNET Incorporated;

“ Knowledge ” means, with respect to the Company, the knowledge of the Company’s executive officers after making due inquiry of the individuals within the Company and its Subsidiaries having responsibility for the matter in question;

“ Lien ” means any mortgage, pledge, charge, assignment, hypothecation, security interest, title retention, preferential right, option (including call commitment), trust arrangement, right of set-off, counterclaim or banker’s lien, privilege or priority of any kind having the effect of security, any designation of loss payees or beneficiaries or any similar arrangement under or with respect to any insurance policy or any preference of one creditor over another arising by operation of law;

“ Material Adverse Effect ” means a material adverse effect on:

(a)      the Company’s and its Subsidiaries’ assets or properties, taken as a whole;

(b)      the Company’s and its Subsidiaries’ business prospects or financial condition, taken as a whole;

(c)      the ability of the Company’s and its Subsidiaries’ businesses or operations, taken as a whole, to continue as a going concern; or

(d)      the ability of the Company to (i) comply with its obligations under this Agreement, the Policy Agreement or its Charter and (ii) ensure that each of its Subsidiaries complies with its obligations under the Policy Agreement or its organizational documents;

“ Nasdaq ” means The Nasdaq Global Select Market;

“ Obstructive Practice ” has the meaning set forth in Annex B ( Anti-Corruption Guidelines for IFC Transactions );

“ Performance Standards ” means IFC’s Performance Standards on Social & Environmental Sustainability, dated January 1, 2012, copies of which are available publicly on the IFC website at http://www.ifc.org/wps/wcm/connect/Topics_Ext_Content/IFC_External_Corporate_Site/IFC+Sustainability/Su stainability+Framework/Sustainability+Framework+-+2012/#PerformanceStandards;

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“ Permitted Lien ” means (i) any Lien or encumbrance for Taxes that are not yet due and payable or Lien or encumbrance for Taxes being contested in good faith by an appropriate proceeding for which adequate reserves have been established, (ii) any mechanics Lien or encumbrance or similar Lien or encumbrance for labor, materials or supplies incurred in the ordinary course of business for amounts that are not delinquent, (iii) any Lien or encumbrance (other than those relating to the preceding clauses (i) and (ii)) that may arise by operation of law or (iv) any Lien or encumbrance that individually, or when aggregated with any other Lien or encumbrance, is not material;

“ Person ” means any individual, corporation, company, partnership, firm, voluntary association, joint venture, trust, unincorporated organization, Authority or any other entity whether acting in an individual, fiduciary or other capacity;

“ Policy Agreement ” means the Policy Agreement, dated April 11, 2016, by and among the Company and the Investors;

“ S&E Management System ” means the Company’s social and environmental management system, as implemented or in effect from time to time, enabling it to identify, assess and manage the social and environmental risks in respect of the Company Operations on an ongoing basis in accordance with the S&E Requirements;

“ S&E Officer ” means a senior officer of the Company to be responsible for administration and oversight of the S&E Management System, initially appointed in accordance with the Action Plan;

“ S&E Requirements ” means the social and environmental obligations to be undertaken by the Company and its Subsidiaries to ensure compliance with: (a) Applicable S&E Laws and (b) the Performance Standards;

“ Sanctionable Practice ” means any Corrupt Practice, Fraudulent Practice, Coercive Practice, Collusive Practice, or Obstructive Practice, as those terms are defined herein and interpreted in accordance with the Anti-Corruption Guidelines attached to this Agreement as Annex B ( Anti-Corruption Guidelines for IFC Transactions );

“ SEC ” means the U.S. Securities and Exchange Commission or any other federal agency administering the Securities Act and the Exchange Act at the time;

“ Securities Act ” means the U.S. Securities Act of 1933, as amended;

“ Subscription Date ” has the meaning set forth in Section 2.01(b) ( Subscription );

“ Subscription Price ” has the meaning set forth in Section 2.01(a) ( Subscription );

“ Subscription Shares ” has the meaning set forth in Section 2.01(a) ( Subscription );

“ Subsidiary ” means with respect to the Company, an Affiliate over fifty per cent (50%) of whose capital is owned, directly or indirectly by the Company;

“ Tax ” or “ Taxes ” means any present or future taxes (including stamp taxes), withholding obligations, duties and other charges of whatever nature levied by any Authority; and

“ Transaction Documents ” means this Agreement and the Policy Agreement.

Section 1.02. Interpretation . In this Agreement, unless the context otherwise requires:

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(a)      headings are for convenience only and do not affect the interpretation of this Agreement;

(b)      words importing the singular include the plural and vice versa;

(c)      a reference to an Annex, Article, party, Schedule or Section is a reference to that Article or Section of, or that Annex, party or Schedule to, this Agreement;

(d)      a reference to a document in the “agreed form” is a reference to a document approved and for the purposes of identification initialed by or on behalf of the parties thereto;

(e)      a reference to a document includes an amendment or supplement to, or replacement or novation of, that document but disregarding any amendment, supplement, replacement or novation made in breach of this Agreement;

(f)      general words in this Agreement shall not be given a restrictive meaning by reason of their being preceded or followed by words indicating a particular class of acts, matters or things or by examples falling within the general words; and

(g)      a reference to a party to any document includes that party’s successors and permitted assigns.

Section 1.03. No Third Party Rights . A Person who is not a party to this Agreement has no right to enforce or enjoy the benefit of any term of this Agreement.

ARTICLE II
Agreement for Subscription

Section 2.01. Subscription.

(a)      On the terms and subject to the conditions of this Agreement, each Investor agrees, severally and not jointly, to subscribe and pay for that number of fully paid and non-assessable shares of Common Stock of the Company set forth opposite its name on Schedule 1 hereto (the “ Subscription Shares ”). The subscription price is $10.7851 per Subscription Share (the “ Subscription Price ”).

(b)      Subject to the terms and conditions of this Agreement, the satisfaction (or waiver by such Investor) of the conditions of subscription set forth in Section 4.01 ( Conditions of the Investors Subscription ) and Section 2.03 ( Cancellation of Investors Subscription ), the closing of the purchase and sale of the Subscription Shares shall take place on (i) the earlier of the fifteenth (15 ^th ) Business Day after (A) the Company delivers to each Investor (x) the Closing Notice stating that all conditions of subscription set forth in Section 4.01 ( Conditions of the Investors Subscription ) have been satisfied and (y) executed copies of all documents to be delivered at the closing, dated the Subscription Date, such documents to be held in escrow pending the closing, or (B) the delivery to the Company by each Investor of a notice that it is waiving the conditions to subscription set forth in Section 4.01 ( Conditions of the Investors Subscription ) that the Company has not satisfied as of the date of such notice, or (ii) such other date as the Company and the Investors may agree (such date of closing the “ Subscription Date ”). The Company shall promptly deliver a Closing Notice to each the Investors when all conditions of subscription set forth in Section 4.01 ( Conditions of the Investors Subscription ) are satisfied (modified to the extent the Investors are waiving certain closing conditions).

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(c)      On the Subscription Date:

(d)      The Company shall pay all Taxes, fees or other charges payable on or in connection with the execution, issue, subscription, delivery, registration, translation or notarization of this Agreement, the other Transaction Documents, the Company’s Charter, the Subscription Shares and any other documents related to this Agreement, the Policy Agreement or the Company’s Charter.

(e)      The Company shall undertake all post-issue filings and other requirements associated with the issuance of the Subscription Shares in the time prescribed for the same under Applicable Law.

(f)      If the Company, for any reason, does not issue the Subscription Shares as set forth in Section 2.01(c) or deliver the Closing Notice when all conditions of subscription set forth in Section 4.01 ( Conditions of the Investors Subscription ) are satisfied, such failure to issue the Subscription Shares shall constitute a breach of the Company’s obligations under this Agreement, and the Investors shall have the right to exercise any and all rights or legal or equitable remedies of any kind which may accrue to it against the Company.

(g)      If any Investor, for any reason, does not pay the aggregate Subscription Price for its Subscription Shares as set forth in Section 2.01(c) , such failure to pay for the Subscription Shares shall constitute a breach of such Investor’s obligations under this Agreement, and the Company shall have the right to exercise any and all rights or legal or equitable remedies of any kind which may accrue to it against such Investor.

Section 2.02. Company’s Obligations until the Subscription Shares are Issued . Until the Subscription Shares have been subscribed and issued or this Agreement, and the Company’s and Investors’ obligations hereunder, has been canceled as provided in Section 2.03 ( Cancellation of Investors Subscription ), whichever occurs first: (i) the Company shall at all times maintain a sufficient number of authorized and unissued shares to permit the subscription by the Investors of all the Subscription Shares; (ii) the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course and shall use, and shall cause each of its Subsidiaries to use, its reasonable best efforts to preserve intact its business organizations and relationships with third parties and to keep available the services of its present officers and employees; (iii) the Company shall not issue, or enter into any discussions, agreement, understanding, letter of intent or other arrangement with any Person to issue, additional shares of Common Stock, other than grants of options or restricted stock pursuant to the Company’s existing equity incentive plans and issuances of Common Stock upon the exercise of options granted under such plans; and (iv) the Company shall use commercially reasonable efforts, as promptly as possible, to take or cause to be taken all action and do or cause to be done all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement, including the satisfaction on a timely basis of the conditions to subscription.

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Section 2.03. Cancellation of Investors Subscription . Each Investor may, by written notice to the Company, cancel the right of the Company to request such Investor to subscribe for any Subscription Shares:

(a)      if at any time, in the reasonable opinion of such Investor, anything has occurred which has or may reasonably be expected to have a Material Adverse Effect or there exists any situation which indicates that performance by the Company of its obligations under any of the Transaction Documents or the Company’s Charter cannot be expected;

(b)      if the Company has breached Section 2.02 ( Company’s Obligations until the Subscription Shares are Issued ) and such breach is incapable of cure (in the sole opinion of such Investor) or, where such breach is capable (in the sole opinion of such Investor) of cure, it has not been cured within thirty (30) days following receipt by the Company of notice of such breach from such Investor; or

(c)      in any case, at any time on or after the Cancellation Date,

and upon any such cancellation, each party’s further rights and obligations shall terminate immediately, provided that such termination shall not affect a party’s accrued rights and obligations at the date of termination and shall be without prejudice to any and all rights or legal or equitable remedies of any kind which may accrue to the Investors against the Company and provided that the provisions of Section 5.01 ( Notices ), Section 5.03 ( English Language ), Section 5.04 ( Applicable Law and Jurisdiction ) and Section 5.10 ( Expenses ) shall survive such termination.

ARTICLE III
Representations and Warranties

Section 3.01. Representations and Warranties of the Company . The Company hereby represents and warrants to the Investors that the statements contained in this Section 3.01 are true, accurate and not misleading at the date of this Agreement with respect to the Company and/or, as the case may be, each of its Subsidiaries, except as otherwise set forth in the section of the disclosure letter delivered by the Company to the Investors on the date of this Agreement (the “ Company Disclosure Letter ”) that relates to such section or in any other section of the Company Disclosure Letter to the extent it is reasonably apparent from the text of such disclosure that such disclosure is applicable to such other section. No disclosure made in the Company Disclosure Letter shall be deemed adequate to disclose an exception to a representation or warranty made herein, unless the disclosure contained therein identifies the relevant facts and circumstances for such exception fully, fairly, specifically and accurately.

(a)       Organization and Authority . Each of the Company and its Subsidiaries is a legal entity duly organized and validly existing under the laws of its place of incorporation. The Company has the corporate power and authority to enter into, deliver and perform its obligations under the Transaction Documents.

(b)       Validity . Each of the Transaction Documents has been duly authorized and executed by the Company, and each such agreement constitutes its valid and legally binding obligation, enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights and remedies of creditors generally and general principles of equity.

(c)       No Conflict . The execution and performance by the Company of its obligations under the Transaction Documents, including the issuance to the Investors of the Subscription Shares upon subscription therefor, and the compliance by each of the Company’s Subsidiaries with the provisions of the Policy Agreement, do not (assuming all the Authorizations referred to in Section 3.01(d) ( Status of Authorizations ) of the Company Disclosure Letter have been obtained): (i) conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute a default, or require any consent under, any indenture, mortgage, agreement or other instrument or arrangement to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound; (ii) violate any of the terms or provisions of the Company’s Charter or the respective constitutional documents of any Subsidiary, as applicable; or (iii) violate any Authorization, judgment, decree or order or any statute, law, rule, regulation or requirement applicable to the Company or any Subsidiary.

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(d)       Status of Authorizations . The Authorizations specified in Section 3.01(d ) ( Status of Authorizations ) of the Company Disclosure Letter are all of the Authorizations needed by the Company or any of its Subsidiaries to (i) conduct their business (other than Authorizations (A) that are of a routine nature and are obtained in the ordinary course of business or (B) the failure of which to have would not (x) adversely affect in any material respect the ability of the Company or any of its Subsidiaries to conduct its business as currently conducted or proposed to be conducted or (y) result in a material liability) and (ii) execute, perform and comply with their obligations under the Transaction Documents. All Authorizations specified in Section 3.01(d) ( Status of Authorizations ) of the Company Disclosure Letter have been obtained and are in full force and effect and there are no facts or circumstances which indicate that any of such Authorizations would or might be revoked, cancelled, varied or not renewed.

(e)      Charter . The Charter delivered by the Company to the Investors is a true and current copy of the Charter of the Company, and Section 3.01(e) ( Charter ) of the Company Disclosure Letter lists all of the current directors and officers of the Company and its Key Subsidiaries and the respective terms of their appointments.

(f)       Capital Structure of the Company.

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(g)      No Immunity . Neither the Company nor any of its Subsidiaries nor any of their respective properties enjoy any right of immunity from set-off, suit or execution with respect to their respective obligations under any Transaction Document.

(h)       Financial Condition . Since June 30, 2015:

(i)       Financial Statements . Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Documents: (i) complied as to form in all material respects with the published rules and regulations of the SEC with respect thereto as of their respective dates; (ii) was prepared in accordance with the Accounting Standards applied on a consistent basis throughout the periods therein specified (except as may be indicated in the notes thereto and, in the case of unaudited interim financial statements, as may be permitted by the SEC for Quarterly Reports on Form 10-Q); and (iii) fairly presented in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries at the respective dates thereof and the consolidated results of the Company’s operations and cash flows for the periods indicated therein, subject, in the case of unaudited interim financial statements, to normal and year-end audit adjustments as permitted by the Accounting Standards and the applicable rules and regulations of the SEC. Neither the Company nor any of its Subsidiaries has any liabilities other than liabilities that (i) are reflected or recorded on the unaudited balance sheet of the Company dated as of December 31, 2015 (including in the notes thereto), (ii) were incurred since December 31, 2015 in the ordinary course of business, (iii) are incurred in connection with the transactions contemplated by this Agreement, or (iv) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(j)       Taxes . All tax returns and reports of the Company and each of its Key Subsidiaries required by Applicable Law to be filed have been duly filed and all Taxes, obligations, fees and other governmental charges upon the Company, its Key Subsidiaries or their respective properties, or their income or assets, which are due and payable or to be withheld, have been paid or withheld, other than those presently payable without penalty or interest. All material tax returns and reports of each of the Company’s Subsidiaries (other than the Key Subsidiaries) required by Applicable Law to be filed have been duly filed and all Taxes, obligations, fees and other governmental charges upon the Company’s Subsidiaries (other than the Key Subsidiaries) or their respective properties, or their income or assets, which are due and payable or to be withheld, have been paid or withheld, other than those (i) presently payable without penalty or interest or (ii) which are not material in amount.

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(k)       Litigation . Except as set forth in Section 3.01(l) ( Litigation ) of the Company Disclosure Letter:

(l)      Compliance with Law . The Company and each of its Subsidiaries is, and since January 1, 2014 has been, in compliance in all material respects with all Applicable Laws (whether civil, criminal, corporate or administrative), subordinate legislation, treaties, directives, decisions, bylaws, circulars, codes, orders, notices, demands, decrees, injunctions, guidance, judgments or resolutions of any Authority including, without limitation, all Applicable S&E Laws.

(m)      Environmental Matters .

(n)      Sanctionable Practices . Neither the Company nor any of its Affiliates, nor any Person acting on its or their behalf, has committed or engaged in, with respect to any transaction contemplated by this Agreement, any Sanctionable Practice. None of the Company or any of its Subsidiaries, or, to the Company’s Knowledge, any counterparty of the Company or any Subsidiary in respect of a material transaction or any shareholder that Controls the Company, nor, to the Company’s Knowledge, any director, officer, agent, employee or Affiliate of the Company or any Subsidiary or any shareholder that Controls the Company, or any counterparty of the Company or any Subsidiary in respect of a material transaction, is currently a target of any economic sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department.

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(o)       Insurance . The Company and each of its Subsidiaries maintains insurance policies with reputable insurers that cover such risks and contain such policy limits, types of coverage as are adequate to insure against risks to which the Company, its Subsidiaries and their respective employees, business, properties and other assets would reasonably be expected to be exposed to in the operation of the business as currently conducted. All of these policies are valid and enforceable policies, all premiums due and payable under all these policies have been paid and the Company and its Subsidiaries are otherwise in compliance in all material respects with the terms of the policies. None of these policies is void or voidable and neither the Company nor any of its Subsidiaries has done anything or omitted to do anything that would make any policy void or voidable. The Company and each of its Subsidiaries has no Knowledge of any threatened termination of, or material premium increase with respect to, any of these policies. No material claim is outstanding under any of these policies and no event has occurred and, to the Company’s Knowledge, no circumstance exists that gives rise or is likely to give rise to a material claim under any policy. The Company has made available to the Investors a copy of each insurance policy maintained by the Company and its Subsidiaries as of the date of this Agreement.

(p)       Subsidiaries and Other Equity Investments . The Persons listed in Section 3.01(p) ( Subsidiaries and Other Equity Investments ) of the Company Disclosure Letter are all of the Subsidiaries of the Company. Each such Subsidiary has the ownership, domicile and head office identified therein. There is no Lien or other third party right over the share capital or other equity interest of any Subsidiary and there is no agreement to create any Lien or any such right. Except as set forth in Section 3.01(p) ( Subsidiaries and Other Equity Investments ) of the Company Disclosure Letter, there are no agreements or undertakings to which the Company or any of its Subsidiaries is a party, or by which any of them is bound, obligating any of them to issue, deliver, sell, repurchase or redeem or cause to be issued, delivered, sold, repurchased or redeemed any equity interest of any Subsidiary or obligating it to grant or enter into any such option, warrant, call, right, commitment or agreement. Other than its Subsidiaries listed in Section 3.01(p) ( Subsidiaries and Other Equity Investments ) of the Company Disclosure Letter the Company does not own or control, directly or indirectly, any share capital or other equity interest in any other Person and has not agreed or committed to acquire any such interest. Substantially all of the Company Operations are conducted by the Company or the Key Subsidiaries.

(q)       UN Security Council Resolutions . Neither the Company nor any of its Subsidiaries nor any Person acting on its or their behalf, has entered into any transaction or engaged in any activity prohibited by any resolution issued by the United Nations Security Council under Chapter VII of the UN Charter.

(r)       Criminal Offenses . Neither the Company nor its Subsidiaries nor any Person acting on its or their behalf whose acts could incur the Company’s or any Subsidiary’s vicarious liability has carried out any actions or made any omissions which could result in the Company or any Subsidiary incurring criminal sanctions.

(s)      Restrictions on Business Activities . There is no agreement, judgment, injunction, order, decree, proceeding or, to the Company’s Knowledge, ongoing or threatened investigation imposing or threatening to impose any penalty on the Company or any of its Key Subsidiaries or, which has or could reasonably be expected to have the effect of prohibiting or impairing in any material respect any of its current or future business practices, its acquisition of property or the conduct of its business as it is currently conducted or as proposed to be conducted.

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(t)       Related Party Transactions . There is not, and there has not been at any time since June 30, 2015, any agreement, arrangement or obligation (whether legally enforceable or not) to which the Company or any of its Subsidiaries is or was a party and which involves any director, officer, employee, agent or shareholder of the Company (or any of their immediate family members or respective Affiliates) that would be required to be disclosed under applicable SEC rules, other than those described in Section 3.01(t) ( Related Party Transactions ) of the Company Disclosure Letter. No director or executive officer of the Company, or any of their respective Affiliates, has any direct or indirect ownership interest in any Person that is an Affiliate of the Company or with which the Company has a business relationship or in any Person that competes with the Company.

(u)      Title to and Condition of Property . The Company and each of its Key Subsidiaries have: (i) valid title free and clear of all Liens (other than Permitted Liens) to all of the property and assets, movable and immovable, reflected in the Company’s most recent balance sheet included in the consolidated financial statements (except assets sold or otherwise disposed of since such date in the ordinary course of business); and (ii) with respect to leased properties and assets, valid leasehold interests therein free and clear of all Liens (other than Permitted Liens). The assets of the Company and each of its Key Subsidiaries that are used in the Company Operations are, in all material respects, in good operating condition and repair, subject to normal wear and tear not caused by neglect, and are adequate and suitable for the purposes for which they are currently being used. All properties used in the Company Operations are reflected in the Company’s most recent balance sheet included in the consolidated financial statements to the extent the Accounting Standards require the same to be reflected.

(v)      Books and Records . The books and records of the Company and its Key Subsidiaries, including, without limitation, its stock record books and minute books, are complete and correct in all material respects and accurately and fairly reflect all meetings and other corporate actions of the Company’s and its Key Subsidiaries’ stockholders, board of directors and committees and all material information relating to its business, the nature, acquisition, maintenance, location and character of its assets, and the nature of all transactions giving rise to its obligations or accounts receivable.

(w)      Material Contracts . Section 3.01(w) ( Material Contracts ) of the Company Disclosure Letter sets forth a complete list of all currently effective written or oral:

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With respect to each agreement, arrangement or obligation to which the Company or any of its Key Subsidiaries is a party or to which any of their respective properties are subject (the “ Company Agreements ”), neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party is in breach or default in any material respect. No event has occurred which, with notice or lapse of time or both, would: (A) constitute a breach or default in any material respect by the Company or any of its Subsidiaries, or, to the Company’s Knowledge, by any such other party to the relevant Company Agreement; or (B) permit termination, modification or acceleration of or under the relevant Company Agreement.

(x)       Labor Matters .

(y)      Intellectual Property . Section 3.01(y) of the Company Disclosure Letter contains an accurate and complete list of all Intellectual Property owned (in whole or in part), licensed to any extent or used or anticipated to be used in and material to the conduct of the business as currently conducted or proposed to be conducted, whether in the name of the Company, its Subsidiaries, any of its employees or otherwise, that is (i) included in sub-clauses (a), (b) and (c) of the definition of Intellectual Property or (ii) included in sub-clauses (e) and (f) of such definition to the extent such item has been registered or an application for registration has been filed. The Company or a Key Subsidiary owns or has the valid right to use all Intellectual Property that is material to the operation of the business as currently conducted or proposed to be conducted by the Company and its Subsidiaries. The Company or a Key Subsidiary has secured from all parties (including employees) who have created any portion of, or otherwise have any rights in or to, all Intellectual Property used by the Company or a Key Subsidiary valid and enforceable written assignments of any such work, invention, improvements or other rights to the Company or a Key Subsidiary to the extent necessary to vest valid title to such Intellectual Property in the Company or a Key Subsidiary. Each item constituting part of the Intellectual Property set forth in Section 3.01(y) of the Company Disclosure Letter, to the extent indicated in Section 3.01(y) of the Company Disclosure Letter, is duly registered with, filed in or issued by, as the case may be, the appropriate Authority as indicated in the Company Disclosure Letter and such registrations, filings and issuances remain in full force and effect. The ownership and use of Intellectual Property by the Company and its Subsidiaries do not infringe in any material respect any Intellectual Property right of any Person. No claim, written or oral, has been asserted or, to the Company’s Knowledge, could be asserted which threatens the use of any Intellectual Property by the Company or a Key Subsidiary in a manner consistent with past practice. To the Company’s Knowledge no Person is engaging in any activity that infringes in any material respect upon the Intellectual Property owned by the Company or a Subsidiary or upon the rights of the Company or its Subsidiaries in or to any Intellectual Property.

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(z)       Regulatory Reporting .

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(aa)       Provision of Financial Services . Neither the Company, EasyPay (Pty) Ltd., Cash Paymaster Services (Pty) Ltd, Moneyline Financial Services (Pty) Ltd nor any other Subsidiary provide or have ever provided any financial services, including any advice or intermediary services, in South Africa (as defined by and regulated under the South African Financial Advisory and Intermediary Services Act (“ FAIS ”) prior to receipt of the relevant FAIS licenses.

(bb)      Brokers . No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission from the Company or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.

(cc)      Disclosure . None of this Agreement, the Policy Agreement, the Company’s Charter, or certificates or schedules made and delivered to the Investors pursuant hereto (including the Company Disclosure Letter), when read together, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements herein or therein not misleading in light of the circumstances under which they were made. The information provided by the Company in that certain virtual data room (net1ifc.net1.com ) , including the due diligence questionnaires completed by the Company, when taken together, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements herein or therein not misleading in light of the circumstances under which they were made. Except as set forth in the Company Disclosure Letter, to the Company’s Knowledge there is no material fact relating to the Company, any of the Key Subsidiaries or their respective businesses (other than facts of a general economic nature) that has not been disclosed to the Investors.

Section 3.02. Representations and Warranties of the Investors . Each Investor, severally and not jointly, hereby represents and warrants to the Company that each of the below statements is true, accurate and not misleading as to itself at the date of this Agreement:

(a)       Organization and Authority . In the case of (i) IFC, it is an international organization established by Articles of Agreement among its member countries and has the corporate power and authority to enter into, deliver and perform its obligations under this Agreement, (ii) each of ALAC and FIG, it is duly organized and validly existing as a limited partnership under the laws of the United Kingdom, with the limited partnership power and authority to enter into, deliver and perform its obligations under this Agreement and (iii) AFCAP, it is duly organized and validly existing as a limited company under the laws of Mauritius, with the limited company power and authority to enter into, deliver and perform its obligations under this Agreement;

(b)       Validity . Each of the Transaction Documents has been duly authorized and executed by it and constitutes its valid and legally binding obligation and enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights and remedies of creditors generally and general principles of equity;

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(c)       No Conflict . The execution, delivery and performance of this Agreement will not contravene any law, regulation, order, decree or Authorization applicable to it or any provision of its organizational documents;

(d)       Status of Authorizations . It has taken all appropriate and necessary action to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder;

(e)      Certain Trading Activities . It has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with it, engaged in any transactions in the Equity Securities of the Company (including, without limitation, any “short sales” (as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act) involving the Company’s securities) during the period commencing on March 3, 2016 and ending immediately prior to the execution of this Agreement; and

(f)       Securities Laws . It:

     (g)       Brokers . No broker, investment banker, financial advisor or other Person is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission from any of the Investors in connection with the transactions contemplated by this Agreement.

     (h)       Capital Available . Each of ALAC, FIG and AFCAP has uncalled capital commitments in excess of the amount of its respective aggregate Subscription Price set forth on Schedule 1 . IFC has available funds in excess of the amount of its aggregate Subscription Price set forth on Schedule 1 .

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Section 3.03. Reliance .

(a)      Each Party acknowledges that it makes the representations and warranties under this Article III with the intention of inducing the Investors and the Company, as applicable, to enter into the Transaction Documents and to perform the transactions contemplated hereby and thereby.

(b)      Each of the representations and warranties is to be construed independently and (except where this Agreement provides otherwise) is not limited by any provision of this Agreement or another representation and/or warranty.

Section 3.04. Company Disclosure Letter . A reference to any facts and circumstances being disclosed shall be deemed to be a reference to them being fully, fairly, specifically and accurately disclosed in the Company Disclosure Letter in such a manner that:

and nothing disclosed by the Company to the Investors other than in the Company Disclosure Letter and in accordance with the provisions of this Section 3.04 shall constitute disclosure to the Investors for the purposes of this Agreement.

Section 3.05. Survival of Representations and Warranties . The representations and warranties set forth in this Article III shall continue in full force and effect and survive the Investors Subscription.

Section 3.06. Indemnity . The Company hereby agrees that it shall indemnify, defend and hold harmless each Investor from, against and in respect of any damages, losses, charges, liabilities, claims demands, actions, suits, proceedings, payments, judgments, settlements, assessments, deficiencies, interest and reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees) imposed on, sustained, incurred or suffered by, or asserted against, such Investor (whether in respect of third party claims, claims between the parties hereto, or otherwise) directly or indirectly relating to or arising out of any breach by the Company of any representation or warranty made by it in this Agreement.

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ARTICLE IV
Conditions of Investors Subscription

Section 4.01. Conditions of the Investors Subscription . The obligation of each Investor to make its Investors Subscription is subject to the fulfillment, to such Investor’s reasonable satisfaction, prior to or concurrently with the making of the Investors Subscription, of the following conditions:

(a)       Representations and Warranties .

(b)      Performance; No Breaches . All of the agreements and covenants of the Company to be performed prior to the Investors Subscription pursuant to each Transaction Document have been duly performed in all material respects, and no breach (or any event which, with notice, lapse of time, the making of a determination or any combination, would become a breach) under any Transaction Document has occurred and is continuing;

(c)       Authorizations . The Company has obtained and provided to the Investors copies of all Authorizations required in connection with the execution, delivery and performance by the Company of the Transaction Documents and all those Authorizations are in full force and effect;

(d)       No Material Adverse Effect . Nothing has occurred which has or may reasonably be expected to have since the date of this Agreement, a Material Adverse Effect;

(e)       Expenses . The Investors have received payment of the $150,000 due pursuant to Section 7 of that certain Appraisal Letter, dated November 6, 2015, between the Company and IFC;

(f)       Environmental Matters . The Company has complied with all matters set forth in the Action Plan required to be completed prior to the Investors Subscription, as set forth in the Action Plan;

(g)       Company Certifications . The Investors have received certifications by the Company, substantially in the form set forth in Schedule 2 ( Form of Closing Notice ), with respect to the conditions specified in this Section 4.01 and expressed to be effective as of the date of the Investors Subscription;

(h)       Opinion of Counsel . The Investors have received a legal opinion, in substantially the form provided by the Company’s counsel to the Investors on April 10, 2016 and otherwise in form and substance reasonably satisfactory to the Investors, from counsel for the Company;

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(i)       Appointment of Agent for Service . The Investors have received from the Company, to the satisfaction of the Investors, a copy of the appointment by the Company of an agent for service of process in New York pursuant to Section 5.04 ( Applicable Law and Jurisdiction ), substantially in the form set forth in Schedule 3 ( Form of Appointment of Agent for Service of Process );

(j)       Appointment of Auditors . The Company (i) has authorized and instructed the Auditors, in the form set forth in Schedule 5 ( Form of Letter to Company’s Auditors ), to communicate directly with the Investors and (ii) has delivered such documents, if any, as such firm has required prior to the Subscription Date in order to comply with such request;

(k)      Certificate of Incumbency and Authority . The Investors have received a Certificate of Incumbency and Authority from the Company;

(l)       Transaction Documents . Each Investor has received a counterpart of each of the Transaction Documents, duly executed and delivered by all other parties thereto;

(m)       Listing . The Subscription Shares shall have been approved for listing on Nasdaq, subject to official notice of issuance, and the JSE Limited; and

(n)       Form 10-Q . If available, the Company has provided to the Investors a copy of the most recent draft of its Quarterly Report on Form 10-Q for the quarter ended March 31, 2016.

ARTICLE V
Miscellaneous

Section 5.01. Notices .

(a)      Any notice, request or other communication to be given or made under this Agreement shall be in writing. Subject to Section 5.04 ( Applicable Law and Jurisdiction ), any such communication to the Company shall be delivered by email and any such communication by any other party shall be delivered by hand, established courier service or email (and facsimile in the case of IFC) to the party to which it is required or permitted to be given or made at such party’s address specified below or at such other address as such party has from time to time designated by written notice to the other parties hereto, and shall be effective upon the earlier of (a) actual receipt and (b) deemed receipt under Section 5.01(b) below.

For the Company:

Net 1 UEPS Technologies, Inc.
President Place, 4 ^th Floor,
Cnr. Jan Smuts Avenue and Bolton Road
Rosebank, Johannesburg 2196, South Africa
Attention: Mr. Serge C.P. Belamant, Chief Executive Officer
Telephone:
Email: sergeb@net1.com

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For IFC:

International Finance Corporation
2121 Pennsylvania Avenue, N.W.
Washington, D.C. 20433
United States of America
Attention: Director, TMT, Venture Capital & Funds
Facsimile: +1 (202) 522-3743
Email: FinTech@ifc.org

With a copy (in the case of communications relating to payments) sent to the attention of the Director, Department of Financial Operations, at:

Facsimile: +1 (202) 522-3064

For ALAC:

IFC African, Latin American and Caribbean Fund, LP
2121 Pennsylvania Avenue, N.W.
Washington, D.C. 20433
United States of America
Attention: Head, IFC African, Latin American and Caribbean Fund, LP
Email: amcfinance@ifc.org

For FIG:

IFC Financial Institutions Growth Fund, LP
2121 Pennsylvania Avenue, N.W.
Washington, D.C. 20433
United States of America
Attention: Head, IFC Financial Institutions Growth Fund, LP
Email: amcfinance@ifc.org

For AFCAP:

Africa Capitalization Fund, Ltd.
2121 Pennsylvania Avenue, N.W.
Washington, D.C. 20433
United States of America
Attention: Head, Africa Capitalization Fund, Ltd.
Email: amcfinance@ifc.org

(b)      Unless there is reasonable evidence that it was received at a different time, notice pursuant to this Section 5.01 is deemed given if: (i) delivered by hand, when left at the address referred to in Section 5.01(a) ; (ii) sent by established courier service within a country, three (3) Business Days after posting it; (iii) sent by established courier service between two countries, six (6) Business Days after posting it; and (iv) sent by email, when receipt has been confirmed by telephone and a copy has been sent by established courier service; provided that in the case of IFC, any notice sent by email shall also be sent by facsimile and will be deemed given when confirmation of its transmission has been recorded by the sender’s facsimile machine.

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Section 5.02. Saving of Rights .

(a)      The rights and remedies of the Investors in relation to any misrepresentation or breach of warranty on the part of the Company shall not be prejudiced by any investigation by or on behalf of the Investors into the affairs of the Company, by the execution or the performance of this Agreement or by any other act or thing by or on behalf of the Investors which might prejudice such rights or remedies.

(b)      No course of dealing and no failure or delay by the Investors in exercising any power, remedy, discretion, authority or other right under this Agreement or any other agreement shall impair, or be construed to be a waiver of or an acquiescence in, that or any other power, remedy, discretion, authority or right under this Agreement, or in any manner preclude its additional or future exercise.

Section 5.03. English Language . All documents to be provided or communications to be given or made under this Agreement shall be in English and, where the original version of any such document or communication is not in English, shall be accompanied by an English translation certified by an Authorized Representative to be a true and correct translation of the original. Any Investor may, if it so requires, obtain an English translation of any document or communication received in any other language at the cost and expense of the Company (except for documents or communications provided by any Investor). The Investors and the Company may deem any such translation to be the governing version.

Section 5.04. Applicable Law and Jurisdiction .

(a)      This Agreement shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the laws of another jurisdiction.

(b)      Each of the Company and each Investor irrevocably agrees to venue being laid in the courts of the United States of America located in the Southern District of New York or in the courts of the State of New York located in the Borough of Manhattan, in any legal action, suit or proceeding arising out of or relating to this Agreement, and waives any objections to venue based on grounds of forum non conveniens or inconvenient forum. Nothing contained herein shall be construed as a waiver of the right of the Company or any Investor to seek removal to federal court in any action brought hereunder.

(c)      For the exclusive benefit of the Investors, the Company irrevocably also submits to personal jurisdiction of any such court in any such action, suit or proceeding. Final judgment against the Company in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law.

(d)      The parties acknowledge and agree that no provision of this Agreement, nor the consent to venue by IFC in subsection (a), in any way constitutes or implies a waiver, termination or modification by IFC of any privilege, immunity or exemption of IFC granted in the Articles of Agreement establishing IFC, international conventions, or Applicable Law.

(e)      The Company hereby irrevocably designates, appoints and empowers Corporation Service Company with offices currently located at 1180 Avenue of the Americas, Suite 210, New York, New York 10036, as its authorized agent solely to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding the Investors may bring in the State of New York in respect of this Agreement.

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(f)      As long as this Agreement remains in force, the Company shall maintain a duly appointed and authorized agent to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding the Investors may bring in New York, New York, United States of America, with respect to this Agreement. The Company shall keep the Investors advised of the identity and location of such agent.

(g)      The Company also irrevocably consents to the service of such papers being made by mailing copies of the papers to the Company at its address and in the manner specified pursuant to Section 5.01 ( Notices ). In such a case, the Investors shall also send by email, or have sent by email, a copy of the papers to the Company.

(h)      Service in the manner provided in Sections 5.04(e) , (f) and (g) in any action, suit or proceeding will be deemed personal service, will be accepted by the Company as such and will be valid and binding upon the Company for all purposes of any such action, suit or proceeding.

(i)      THE COMPANY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY IN ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT AGAINST THE COMPANY BY ANY INVESTOR.

(j)      The Company hereby acknowledges that IFC shall be entitled under Applicable Law, including the provisions of the International Organizations Immunities Act, to immunity from a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby brought against IFC in any court of the United States of America. The Company hereby waives any and all rights to demand a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement, brought against IFC in any forum in which IFC is not entitled to immunity from a trial by jury.

(k)      To the extent that the Company may, in any action, suit or proceeding brought in any of the courts referred to in Section 5.04(b) or in any other court or elsewhere arising out of or in connection with this Agreement, be entitled to the benefit of any provision of law requiring any Investor in such action, suit or proceeding to post security for the costs of the Company, or to post a bond or to take similar action, the Company hereby irrevocably waives such benefit, in each case to the fullest extent now or in the future permitted under Applicable Law or, as the case may be, the jurisdiction in which such court is located.

(l)      Nothing in this Agreement shall affect the right of any Investor to (i) commence legal proceedings or otherwise sue the Company in South Africa, the U.S. federal courts sitting in the State of Florida or the state courts of the State of Florida or (ii) commence legal proceedings to enforce any judgment against the Company in any appropriate jurisdiction, and in either case to serve process, pleadings and other legal papers upon the Company in any manner authorized by the laws of any such jurisdiction.

Section 5.05. Immunity . To the extent the Company may be entitled in any jurisdiction to claim for itself or its assets immunity in respect of its obligations under this Agreement or the Policy Agreement from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process or to the extent that in any jurisdiction that immunity (whether or not claimed) may be attributed to it or its assets, the Company irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted now or in the future by the laws of such jurisdiction.

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Section 5.06. Announcements .

(a)      The Company may not represent any Investor’s views on any matter, or, except to the extent required by law or regulation (including, but not limited to, SEC, Nasdaq and JSE Limited rules), use any Investor’s name in any written material provided to third parties, without such Investor’s prior written consent.

(b)      The Company shall not:

about the Investors Subscription or the subject matter of, or the transactions referred to in, this Agreement or the Policy Agreement, including by way of press release, promotional and publicity materials, posting of information on websites, granting of interviews or other communications with the press, or otherwise, other than: (A) to such of its officers, employees and advisers as reasonably require such information in connection with the Investors Subscription or to comply with the terms of the Transaction Documents; (B) to the extent required by law or regulation (including, but not limited to, SEC, Nasdaq and JSE Limited rules); (C) to the extent required for it to enforce its rights under this Agreement; or (D) with the prior written consent of each Investor. Before any information is disclosed or any public announcement, communication or circulation made or issued pursuant to this Section 5.06(b) , the Company must consult with each Investor in advance about the timing, manner and content of the disclosure, announcement, communication or circulation (as the case may be).

Section 5.07. Successors and Assigns . This Agreement binds and benefits the respective successors and assignees of the parties. However, the Company may not assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of each Investor.

Section 5.08. Amendments, Waivers and Consents . Any amendment or waiver of, or any consent given under, any provision of this Agreement shall be in writing and, in the case of an amendment, signed by all of the parties hereto.

Section 5.09. Counterparts . This Agreement may be executed in several counterparts, each of which is an original, but all of which constitute one and the same agreement.

Section 5.10. Expenses .

(a)      The Company shall pay to each Investor or as such Investor may direct the reasonable and documented costs and expenses (including reasonable and documented legal and other professional consultants’ fees and expenses) of such Investor incurred after the date of this Agreement in connection with:

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(b)      The provisions of Section 5.10(a) shall survive the completion of the Investors Subscription.

Section 5.11. Entire Agreement . The Transaction Documents supersede all prior discussions, memoranda of understanding, agreements and arrangements (whether written or oral, including all correspondence), if any, between the parties with respect to the subject matter of this Agreement, and this Agreement (together with any amendments or modifications and the other Transaction Documents) contains the sole and entire agreement between the parties with respect to the subject matter of this Agreement.

Section 5.12. Invalid Provisions . If any provision of this Agreement is held to be illegal, invalid or unenforceable under any law from time to time: (a) such provision will be fully severable from this Agreement; (b) this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof; and (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

( Signature Pages Follow)

IN WITNESS WHEREOF, the parties hereto, acting through their duly authorized representatives, have caused this Agreement to be signed in their respective names, as of the date first written above.

Signature Page - Subscription Agreement

ANNEX A

MINIMUM INSURANCE REQUIREMENTS

The insurances required to be arranged by the Company are those customarily expected of a similarly situated prudent public company, including but not limited to the following:

ANNEX B

ANTI-CORRUPTION GUIDELINES FOR IFC TRANSACTIONS

The purpose of these Guidelines is to clarify the meaning of the terms “Corrupt Practice”, “Fraudulent Practice”, “Coercive Practice”, “Collusive Practice” and “Obstructive Practice” in the context of the Investors’ operations.

A “Corrupt Practice” is the offering, giving, receiving or soliciting, directly or indirectly, of anything of value to influence improperly the actions of another party.

INTERPRETATION

______________

A “Fraudulent Practice” is any action or omission, including a misrepresentation that knowingly or recklessly misleads, or attempts to mislead, a party to obtain a financial or other benefit or to avoid an obligation.

INTERPRETATION

A “Coercive Practice” is impairing or harming, or threatening to impair or harm, directly or indirectly, any party or the property of the party to influence improperly the actions of a party.

INTERPRETATION

A “Collusive Practice” is an arrangement between two or more parties designed to achieve an improper purpose, including to influence improperly the actions of another party.

INTERPRETATION

Collusive Practices are actions undertaken for the purpose of bid rigging or in connection with public procurement or government contracting or in furtherance of a Corrupt Practice or a Fraudulent Practice.

An “Obstructive Practice” is (i) deliberately destroying, falsifying, altering or concealing of evidence material to the investigation or making of false statements to investigators, in order to materially impede a World Bank Group investigation into allegations of a Corrupt Practice, Fraudulent Practice, Coercive Practice or Collusive Practice, and/or threatening, harassing or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation, or (ii) an act intended to materially impede the exercise of IFC’s access to contractually required information in connection with a World Bank Group investigation into allegations of a Corrupt Practice, Fraudulent Practice, Coercive Practice or Collusive Practice.

INTERPRETATION

Any action legally or otherwise properly taken by a party to maintain or preserve its regulatory, legal or constitutional rights such as the attorney-client privilege, regardless of whether such action had the effect of impeding an investigation, does not constitute an Obstructive Practice.

GENERAL INTERPRETATION

A person should not be liable for actions taken by unrelated third parties unless the first party participated in the prohibited act in question.

SCHEDULE 2

FORM OF CLOSING NOTICE

[Letterhead of the Company]

[Date]

International Finance Corporation
2121 Pennsylvania Avenue, N.W.
Washington, D.C. 20433
United States of America
Attention: Atul Mehta, Director, TMT, Venture Capital & Funds

IFC African, Latin American and Caribbean Fund, LP
2121 Pennsylvania Avenue, N.W.
Washington, D.C. 20433
United States of America
Attention: Colin Curvey and Eileen Fargis

IFC Financial Institutions Growth Fund, LP
2121 Pennsylvania Avenue, N.W.
Washington, D.C. 20433
United States of America
Attention: Tim Krause and Serge Devieux

Africa Capitalization Fund, Ltd.
2121 Pennsylvania Avenue, N.W.
Washington, D.C. 20433
United States of America
Attention: George Ombima

IFC Investment No. 37402
Closing Notice

Ladies and Gentlemen:

1.      Please refer to the Subscription Agreement (the “ Subscription Agreement , dated April 11, 2016, by and among Net 1 UEPS Technologies, Inc. (the “ Company ”), International Finance Corporation (“ IFC ”), IFC African, Latin American and Caribbean Fund, LP (“ ALAC ”), IFC Financial Institutions Growth Fund, LP (“ FIG ”) and Africa Capitalization Fund, Ltd. (“ AFCAP ” and, together with IFC, ALAC and FIG, the “ Investors ”). Terms defined in the Subscription Agreement, including terms defined by reference to any other Transaction Document (as defined in the Subscription Agreement), have their defined meanings wherever used in this request.

In accordance with the provisions of the Subscription Agreement, the Company notifies you that all of the conditions of subscription set forth in Section 4.01 ( Conditions of the Investors Subscription ) of the Subscription Agreement (other than the condition of delivery of documents to the Investors at the closing, but subject to the delivery of such documents at the closing) have been satisfied and that the Subscription Date for the Investors’ Subscription contemplated by this Closing Notice shall be [ specify date no earlier than fifteen Business Days after delivery of this notice ].

2.      Therefore, the Company requests each Investor to pay on the Subscription Date the amount set forth opposite the Investor’s name on Schedule 1 to the Subscription Agreement in U.S. Dollars on the Subscription Date to [ name and address of bank ], for credit to the Company’s account no. [____________].

3.      For the purpose of Section 4.01 ( Conditions of the Investors Subscription ) of the Subscription Agreement, the Company certifies as follows:

4.      The above certifications are effective as of the date of this Closing Notice and shall continue to be effective as of the Subscription Date set out in paragraph 2 (as if made by reference to such date). If any such certification is no longer valid as of or prior to that Subscription Date, the Company undertakes to promptly notify the Investors by facsimile.

SCHEDULE 3

FORM OF APPOINTMENT OF AGENT FOR SERVICE OF PROCESS

[Letterhead of Agent for Service of Process]

[Date]

International Finance Corporation
2121 Pennsylvania Avenue, N.W.
Washington, D.C. 20433
United States of America
Attention: Director, TMT, Venture Capital & Funds

IFC African, Latin American and Caribbean Fund, LP
2121 Pennsylvania Avenue, N.W.
Washington, D.C. 20433
United States of America
Attention: Head, IFC African, Latin American and Caribbean Fund, LP

IFC Financial Institutions Growth Fund, LP
2121 Pennsylvania Avenue, N.W.
Washington, D.C. 20433
United States of America
Attention: Head, IFC Financial Institutions Growth Fund, LP

Africa Capitalization Fund, Ltd.
2121 Pennsylvania Avenue, N.W.
Washington, D.C. 20433
United States of America
Attention: Head, Africa Capitalization Fund, Ltd.

IFC Investment No. 37402
Appointment of Agent for Service of Process

Ladies and Gentlemen:

Reference is made to:

1.           Section 5.04(e) ( Applicable Law and Jurisdiction ) of the Subscription Agreement, dated April 11, 2016, by and among Net 1 UEPS Technologies, Inc. (the “ Company ”), International Finance Corporation (“ IFC ”), IFC African, Latin American and Caribbean Fund, LP (“ ALAC ”), IFC Financial Institutions Growth Fund, LP (“ FIG ”) and Africa Capitalization Fund, Ltd. (“ AFCAP ” and, together with IFC, ALAC and FIG, the “ Investors ”); and

2.           Section 7.04(e) ( Applicable Law and Jurisdiction ) of the Policy Agreement, dated April 11, 2016, by and among the Company and the Investors (the “ Policy Agreement ”).

Unless otherwise defined herein, capitalized terms used herein shall have the meaning specified in the Subscription Agreement.

Pursuant to (a) Section 5.04(e) ( Applicable Law and Jurisdiction ) of the Subscription Agreement and (b) Section 7.04(e) ( Applicable Law and Jurisdiction ) of the Policy Agreement, the Company has irrevocably designated and appointed the undersigned, [___________], with offices currently located at [__________________] as its authorized agent to receive for and on its behalf service of process in any legal action or proceeding with respect to each of the Subscription Agreement and the Policy Agreement in the courts of the United States of America for the Southern District of New York or in the courts of the State of New York located in the Borough of Manhattan.

The undersigned hereby informs you that it has irrevocably accepted that appointment as process agent as set forth in (a) Section 5.04(e) ( Applicable Law and Jurisdiction ) of the Subscription Agreement and (b) Section 7.04 (e) ( Applicable Law and Jurisdiction ) of the Policy Agreement, in each case from _______ until ___________, which appointment shall automatically renew annually until each Investor has informed the undersigned in writing that it no longer own any Equity Securities of the Company and agrees with you that the undersigned:

(i)      shall inform each Investor promptly in writing of any change of its address in New York;

(ii)      shall perform its obligations as such process agent in accordance with the relevant provisions of each of Section 5.04(e) ( Applicable Law and Jurisdiction ) of the Subscription Agreement and Section 7.04(e) ( Applicable Law and Jurisdiction ) of the Policy Agreement; and

(iii)      shall forward promptly to the Company any legal process received by the undersigned in its capacity as process agent.

As process agent, the undersigned and its successor or successors agree to discharge the above-mentioned obligations and will not refuse fulfillment of such obligations as provided under Section 5.04(e) ( Applicable Law and Jurisdiction ) of the Subscription Agreement and Section 7.04(e) ( Applicable Law and Jurisdiction ) of the Policy Agreement.

SCHEDULE 4

FORM OF CERTIFICATE OF INCUMBENCY AND AUTHORITY

[Letterhead of the Company]

[Date]

International Finance Corporation
2121 Pennsylvania Avenue, N.W.
Washington, D.C. 20433
United States of America
Attention: Director, TMT, Venture Capital & Funds

IFC African, Latin American and Caribbean Fund, LP
2121 Pennsylvania Avenue, N.W.
Washington, D.C. 20433
United States of America
Attention: Head, IFC African, Latin American and Caribbean Fund, LP

IFC Financial Institutions Growth Fund, LP
2121 Pennsylvania Avenue, N.W.
Washington, D.C. 20433
United States of America
Attention: Head, IFC Financial Institutions Growth Fund, LP

Africa Capitalization Fund, Ltd.
2121 Pennsylvania Avenue, N.W.
Washington, D.C. 20433
United States of America
Attention: Head, Africa Capitalization Fund, Ltd.

IFC Investment No. 37402
Certificate of Incumbency and Authority

Reference is made to (i) the Subscription Agreement, dated April 11, 2016 (the “ Subscription Agreement ”), by and among Net 1 UEPS Technologies, Inc. (the “ Company ”), International Finance Corporation (“ IFC ”), IFC African, Latin American and Caribbean Fund, LP (“ ALAC ”), IFC Financial Institutions Growth Fund, LP (“ FIG ”) and Africa Capitalization Fund, Ltd. (“ AFCAP ” and, together with IFC, ALAC and FIG, the “ Investors ”) and (ii) the Policy Agreement, dated April 11, 2016, by and among the Company and the Investors (the “ Policy Agreement ”). Unless otherwise defined herein, capitalized terms used herein shall have the meaning set forth in the Subscription Agreement.

I, the undersigned Secretary of the Company, duly authorized to do so, hereby certify that the following are the names, offices and true specimen signatures of the individuals each of whom are, and will continue to be, authorized:

(a)      to sign on behalf of the Company the requests for the subscription for shares of common stock of the Company provided for in Section 2.01 ( Subscription ) of the Subscription Agreement;

(b)      to sign the certifications required under Section 4.01 ( Conditions of the Investors Subscription ) of the Subscription Agreement; and

(c)      to take any other action required or permitted to be taken, done, signed or executed under the Subscription Agreement, the Policy Agreement or any other agreement to which the Investors and the Company may be parties.

You may assume that any such individual continues to be so authorized until you receive written notice from an Authorized Representative of the Company that they, or any of them, is no longer so authorized.

The undersigned, being the duly elected and qualified President and Chief Executive Officer of the Company, hereby certifies that _______________is the duly elected and qualified Secretary of the Company and that the foregoing signature appearing above his name is his genuine signature.

IN WITNESS WHEREOF, I have hereunto set my hand on behalf of the Company as of this ___ day of _______, 2016.

____________________

SCHEDULE 5

FORM OF LETTER TO COMPANY’S AUDITORS

[Letterhead of the Company]

[Date]

[NAME OF AUDITORS]
[ADDRESS]

IFC Investment No. 37402
Letter to Auditors

Ladies and Gentlemen:

We hereby authorize and instruct you to give to International Finance Corporation, 2121 Pennsylvania Avenue, N.W., Washington, D.C. 20433, United States of America (“ IFC ”), IFC African, Latin American and Caribbean Fund, LP, 2121 Pennsylvania Avenue, N.W., Washington, D.C. 20433, United States of America (“ ALAC ”), IFC Financial Institutions Growth Fund, LP, 2121 Pennsylvania Avenue, N.W., Washington, D.C. 20433, United States of America (“ FIG ”) and Africa Capitalization Fund, Ltd., 2121 Pennsylvania Avenue, N.W., Washington, D.C. 20433, United States of America (“ AFCAP ” and, together with IFC, ALAC and FIG, the “ Investors ”), all such information as any Investor may reasonably request with regard to the financial statements (both audited and unaudited), accounts and operations of the undersigned company. We have agreed to supply that information and those statements under the terms of a Policy Agreement, dated April 11, 2016, by and among the undersigned company and the Investors named therein (the “ Policy Agreement ”). For your information we enclose a copy of the Policy Agreement.

We understand that any such information request will be evaluated with reference to the relevant auditing standards, laws and your formal policy and may be declined on these grounds. Should any request be declined, please provide the requesting Investor and the Company with a written explanation containing the reasons for your decision. We hereby agree to execute any customary indemnity and/or engagement letter you may require in advance of your providing to the Investors any information they may request.

For our records, please ensure that you send to us a copy of every letter that you receive from the Investors immediately upon receipt and a copy of each reply made by you immediately upon the issue of that reply.

Enclosure: Policy Agreement

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IFC INVESTMENT NUMBER 37402

Policy Agreement

By and Among

      NET 1 UEPS TECHNOLOGIES, INC.

and

EACH OF THE INVESTORS SIGNATORY HERETO

Dated April 11, 2016

TABLE OF CONTENTS

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POLICY AGREEMENT

POLICY AGREEMENT (this “ Agreement ”), dated April 11, 2016, between:

(1)     NET 1 UEPS TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of Florida (the “ Company ”);

(2)     INTERNATIONAL FINANCE CORPORATION, an international organization established by Articles of Agreement among its member countries including the United States of America and South Africa (“ IFC ”); and

(3)     IFC African, Latin American and Caribbean Fund, LP, a limited partnership formed under the laws of the United Kingdom (“ ALAC ”);

(4)     IFC Financial Institutions Growth Fund, LP, a limited partnership formed under the laws of the United Kingdom (“ FIG ”); and

(5)     Africa Capitalization Fund, Ltd., a Mauritius limited company (“ AFCAP ” and together with IFC, ALAC and FIG, the “ Investors ”).

RECITALS

(A)     Pursuant to a Subscription Agreement, dated April 11, 2016 (the “ Subscription Agreement ”) by and among the Investors and the Company, each Investor has severally agreed to purchase from the Company the number of fully paid and non-assessable shares of Common Stock in the Company set forth opposite its name in the Subscription Agreement on the terms and conditions of the Subscription Agreement;

(B)     The Investors have adopted certain operational policy requirements for their transactions and the Investors require adherence by the Company to these specific requirements and provisions as provided for in this Agreement as a condition of the Investors Subscription; and

(C)     Accordingly, as a condition of the Investors’ obligations under the Subscription Agreement, the Company and the Investors have agreed to enter into this Agreement.

ARTICLE I
Definitions and Interpretation

Section 1.01. Definitions . Wherever used in this Agreement, the following terms have the following meanings:

“ Accounting Standards ” means accounting principles generally accepted in the United States, applied on a consistent basis;

“ Action Plan ” means the plan attached as Schedule 2 ( Action Plan ) setting out the specific social and environmental measures to be undertaken by the Company;

“ Advisory Committee ” has the meaning set forth in Section 2.04 ( Advisory Committee );

“ AFCAP ” has the meaning set forth in the preamble;

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“ Affiliate ” means, with respect to any Person, any Person directly or indirectly Controlling, Controlled by or under common Control with, that Person;

“ ALAC ” has the meaning set forth in the preamble;

“ AML/CFT ” means anti-money laundering and combating the financing of terrorism;

“ AML/CFT Officer ” means a senior officer of the Company whose duties include oversight or supervision of the implementation and operation of, and compliance with, the Company’s AML/CFT policies, procedures and controls;

“ Annual Monitoring Report ” means the annual monitoring report, in form and substance satisfactory to each Investor, setting out the specific social, environmental and developmental impact information to be provided by the Company, substantially in the form of Annex B hereto, as the same may be amended or supplemented from time to time with the Investor’s consent;

“ Applicable Law ” means all applicable statutes, laws, ordinances, rules and regulations, including but not limited to, any license, permit or other governmental Authorization, in each case as in effect from time to time;

“ Applicable S&E Law ” means all applicable statutes, laws, ordinances, rules and regulations of each country in which the Company or any Subsidiary does business, including, without limitation, all Authorizations setting standards concerning environmental, social, labor, health and safety or security risks of the type contemplated by the Performance Standards or imposing liability for the breach thereof;

“ Authorization ” means any consent, registration, filing, agreement, notarization, certificate, license, approval, permit, authority or exemption from, by or with any Authority, whether given by express action or deemed given by failure to act within any specified time period and all corporate, creditors’ and stockholders’ approvals or consents;

“ Authorized Representative ” means any individual who is duly authorized by the Company to act on its behalf and whose name and a specimen of whose signature appear on the Certificate of Incumbency and Authority most recently delivered by the Company to each Investor;

“ Board of Directors ” or “ Board ” means the board of directors of the Company nominated and elected from time to time in accordance with Section 2.01 ( Investors’ Board Rights );

“ Bona Fide Offer ” means a bona fide offer to acquire all the outstanding Common Stock of the Company;

“ Business Day ” means a day when banks are open for business in New York, New York and Johannesburg, South Africa;

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“ CAO ” means the Compliance Advisor Ombudsman, the independent accountability mechanism for the Investors that impartially responds to environmental and social concerns of affected communities and aims to enhance outcomes;

“ CAO’s Role ” means the role of the CAO which is:

(a)     to respond to complaints by Persons who have been or are likely to be directly affected by the social or environmental impacts of IFC projects; and

(b)     to oversee audits of IFC’s social and environmental performance, particularly in relation to sensitive projects, and to ensure compliance with IFC’s social and environmental policies, guidelines, procedures and systems;

“ Certificate of Incumbency and Authority ” means a certificate provided to each Investor by the Company substantially in the form set forth in Schedule 5 ( Form of Certificate of Incumbency and Authority ) to the Subscription Agreement;

“ Chairman ” means the chairman of the Board of Directors elected or appointed from time to time;

“ Charter ” means the Amended and Restated Articles of Incorporation and Amended and Restated By-Laws of the Company or, as applicable, the organizational documents of any Subsidiary;

“ Coercive Practice ” has the meaning set forth in Annex A ( Anti-Corruption Guidelines for IFC Transactions );

“ Collusive Practice ” has the meaning set forth in Annex A ( Anti-Corruption Guidelines for IFC Transactions );

“ Common Stock ” means the common stock, par value $0.001 per share, of the Company; “ Company ” has the meaning set forth in the preamble;

“ Company Operations ” means all of the existing and future financing operations of the Company and its Subsidiaries;

“ Company’s Knowledge ” means the knowledge of the Company’s executive officers after making due inquiry of the individuals within the Company’s and its Subsidiaries’ having responsibility for the matter in question;

“ Confidential Information ” means any written information, which is clearly marked “confidential”, concerning the businesses and affairs of the Company or any of its Subsidiaries that the Company has provided or shall in the future provide to the Investors, but excluding information that: (i) is or becomes available to the public from a source other than any Investor; (ii) was available to an Investor prior to its disclosure to the Investors by the Company; (iii) was or is developed by an Investor independently of, and without reference to any other information within the scope of this definition; (iv) is required to be disclosed by action of any court, tribunal or regulatory authority or by any requirement of law, legal process, regulation, or governmental order, decree or rule, or is necessary or desirable for the Investors to disclose in connection with any proceeding in any court or tribunal or before any regulatory authority in order to preserve its rights; (v) the Company agrees may be disclosed; (vi) is or becomes available to any Investor from sources which to such Investor’s knowledge are under no obligation of confidentiality to the Company; or (vii) is or becomes stale and out-of-date or no longer material to the Company and its Subsidiaries, provided that in the case of Intellectual Property, such Intellectual Property shall not cease to be Confidential Information pursuant to this sub-clause (vii) without the prior consent of the Company (not to be unreasonably withheld);

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“ Control ” means the power to direct the management or policies of a Person, directly or indirectly, whether through the ownership of shares or other securities, by contract or otherwise; provided that, in any event, the direct or indirect ownership of twenty percent (20%) or more of the voting share capital of a Person is deemed to constitute Control of that Person, and “ Controlling ” and “ Controlled ” have corresponding meanings;

“ Controlling Person ” has the meaning set forth in Section 3.07(b)(xvii) ( Registration Rights );

“ Corrupt Practice ” has the meaning set forth in Annex A ( Anti-Corruption Guidelines for IFC Transactions );

“ Director ” means an individual who is a member of the Board of the Company;

“ Dollars ” or “ $ ” means the lawful currency of the United States of America;

“ Equity Securities ” means the Company’s Common Stock, preferred stock, bonds, loans, warrants, rights, options or other similar instruments or securities which are convertible into or exercisable or exchangeable for, or which carry a right to subscribe for or purchase shares of Common Stock or any instrument or certificate representing a beneficial ownership interest in the Common Stock, including global depositary receipts and American depository receipts and any other security issued by the Company, even if not convertible into Common Stock, that derives its value and/or return based on the financial performance of the Company or its Common Stock;

“ Exchange Act ” means the U.S. Securities Exchange Act of 1934, as amended;

“ Financial Year ” means the accounting year of the Company commencing each year on July 1 and ending on the following June 30, or such other period as the Company, upon thirty (30) days’ prior written notice to each Investor, from time to time designates as its accounting year;

“ Fraudulent Practice ” has the meaning set forth in Annex A ( Anti-Corruption Guidelines for IFC Transactions );

“ General Meeting ” means either a special meeting of the Company’s shareholders or the annual meeting of the Company’s shareholders;

“ IFC ” has the meaning set forth in the preamble;

“ Indemnitee ” shall mean each Investor and its officers, directors, employees, agents, representatives and Affiliates;

“ Intellectual Property ” means any or all of the following and all rights in, arising out of, or associated with any or all of the following:

(a)     all U.S., foreign and international patents and patent rights (including all patents, patent applications, provisional patent applications, and any and all divisions, continuations, continuations-in-part, reissues, re-examinations and extensions thereof, and all invention registrations and invention disclosures);

(b)     all trademarks and trademark rights, service marks and service mark rights, trade names and trade name rights, service names and service name rights (including all goodwill, common law rights and governmental or other registrations or applications for registration pertaining thereto), designs, trade dress, brand names, business and product names, internet domain names, logos and slogans;

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(c)     all copyrights and copyright rights (including all common law rights, and governmental or other registrations or applications for registration pertaining thereto, and renewal rights therefor);

(d)     all sui generis database rights, ideas, inventions (whether patentable or not), invention disclosures, improvements, technology know-how, show-how, trade secrets, formulas, systems, processes, designs, methodologies, industrial models, works of authorship, databases, content, graphics, technical drawings, statistical models, algorithms, modules, computer programs, technical documentation, business methods, work product, intellectual and industrial property licenses, proprietary information and documentation relating to any of the foregoing;

(e)     all mask works, mask work registrations and applications therefor;

(f)     all industrial designs and any registrations and applications therefor throughout the world;

(g)     all computer software including all source code, object code, firmware, development tools, files, records and data, and all media on which any of the foregoing is recorded; and

(h)     all similar, corresponding or equivalent rights to any of the foregoing;

“ Investor Shares ” means the Equity Securities of the Company purchased by the Investors pursuant to the Subscription Agreement and/or otherwise held by the Investors from time to time, including without limitation Equity Securities purchased pursuant to Section 3.06 ( Preemptive Rights ), and any Equity Securities issued by way of stock split or stock dividend on such Investor Shares;

“ Investors ” has the meaning set forth in the preamble;

“ Investors Subscription ” means the subscription for Equity Securities of the Company by the Investors as provided for in Article II of the Subscription Agreement;

“ Investors’ Nominee Director ” has the meaning set forth in Section 2.01(a) ( Investors’ Board Rights );

“ Investors’ Observer ” has the meaning set forth in Section 2.01(c) ( Investors’ Board Rights );

“ Material Adverse Effect ” means a material adverse effect on:

(a)     the Company’s and its Subsidiaries’ assets or properties, taken as a whole;

(b)     the Company’s and its Subsidiaries’ business prospects or financial condition, taken as a whole;

(c)     the ability of the Company’s and its Subsidiaries’ businesses or operations, taken as a whole, to continue as a going concern; or

(d)     the ability of the Company to (i) comply with its obligations under this Agreement, the Subscription Agreement or its Charter and (ii) ensure that each of its Subsidiaries complies with its obligations under this Agreement or its organizational documents;

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“ Nasdaq ” means The Nasdaq Global Select Market;

“ New Securities ” has the meaning set forth in Section 3.06(f) ( Preemptive Rights );

“ Obstructive Practice ” has the meaning set forth in Annex A ( Anti-Corruption Guidelines for IFC Transactions );

“ Performance Standards ” means IFC’s Performance Standards on Social & Environmental Sustainability, dated January 1, 2012, copies of which are available publicly on the IFC website at http://www.ifc.org/wps/wcm/connect/Topics_Ext_Content/IFC_External_Corporate_Site/IFC+Sustainability/Su stainability+Framework/Sustainability+Framework+-+2012/#PerformanceStandards ;

“ Person ” means any individual, corporation, company, partnership, firm, voluntary association, joint venture, trust, unincorporated organization, Authority or any other entity whether acting in an individual, fiduciary or other capacity;

“ Plan Put Trigger Event ” means the rejection by the Board of Directors of the Company of a Bona Fide Offer at a time when the Company has in place, or in response to such Bona Fide Offer the Company implements, a shareholder rights plan or similar plan that has the effect of precluding a hostile offer for the Company as a result of the triggering of rights to purchase additional shares of Common Stock or stock of the potential acquirer at a discount if an acquiring person has beneficial ownership of Common Stock representing more than a specified percentage of the Common Stock (such plan a “ Shareholder Rights Plan ”);

“ Prospectus ” means the prospectus or prospectuses included in any Registration Statement (including, without limitation, a prospectus that includes any information previously omitted from a prospectus filed as part of an effective Registration Statement in reliance on Rule 430A under the Securities Act or any successor rule thereto), as amended or supplemented by any prospectus supplement, including any Shelf Supplement, with respect to the terms of the offering of any portion of the Registrable Securities covered by such Registration Statement and by all other amendments and supplements to the prospectus, including post-effective amendments and all material incorporated by reference in such prospectus or prospectuses;

“ Put Notice ” means a notice delivered by an Investor to the Company pursuant to Section 4.01(b) ( The Put Option ) substantially in the form of Schedule 3 ;

“ Put Option ” has the meaning set forth in Section 4.01(a) ( The Put Option );

“ Put Price ” means the amount obtained by multiplying the Put Price Per Share by the number of Put Shares specified in the relevant Put Notice (with any Equity Securities other than Common Stock treated as if converted into or exercised or exchanged for Common Stock of the Company at the date of the Put Notice);

“ Put Price Per Share ” means:

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“ Put Shares ” means the Investor Shares owned by any Investor exercising its Put Option that were purchased by such Investor pursuant to the Subscription Agreement or Section 3.06 ( Preemptive Rights ) of this Agreement, and any Equity Securities issued by way of stock split or stock dividend on such Investor Shares;

“ Put Trigger Event ” means (1) the formal filing by a governmental Authority of a complaint or instituting an action that specifically alleges, or a court of competent jurisdiction enters a judgment (whether or not the action giving rise to such judgment is brought by a governmental Authority) finding that, the Company or any of its Subsidiaries (i) engaged in or authorized or permitted any Affiliate or any other Person acting on its or their behalf to engage in any Sanctionable Practice with respect to the Company or any of its Subsidiaries; (ii) entered into any transaction or engaged in activity prohibited under Section 3.03(d) or (iii) failed to comply with Section 3.03(f) ; or (2) an indictment of the Company or any of its Subsidiaries issued under the laws of the United States charging the Company or any of its Subsidiaries with the conduct described in clauses (1)(i) , (ii) or (iii) above, regardless of whether such conduct occurred prior to or after the date hereof;

“ Registrable Securities ” means (a) the Investor Shares and (b) any shares of Common Stock issued or issuable with respect to any shares described in subsection (a) above by way of a stock dividend or stock split or in exchange for or upon conversion of such shares or otherwise in connection with a combination of shares, distribution, recapitalization, merger, consolidation, other reorganization or other similar event with respect to the Common Stock (it being understood that, for purposes of this Agreement, a Person shall be deemed to be a holder of Registrable Securities whenever such Person has the right to then acquire or obtain from the Company any Registrable Securities, whether or not such acquisition has actually been effected). As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (i) the SEC has declared a Registration Statement covering such securities effective and such securities have been disposed of pursuant to such effective Registration Statement, (ii) such securities are sold under circumstances in which all of the applicable conditions of Rule 144 are met, (iii) such securities become eligible for sale pursuant to Rule 144 without volume or manner-of-sale restrictions and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144(c)(1), as set forth in a written opinion letter to such effect, addressed, delivered and reasonably acceptable to the applicable transfer agent and the holders of such securities, (iv) such securities are otherwise transferred, or (v) such securities have ceased to be outstanding;

“ Registration Statement ” means any registration statement of the Company, including the Prospectus, amendments and supplements (including Shelf Supplements) to such registration statement, including post-effective amendments, all exhibits and all material incorporated by reference in such registration statement;

“ Related Party ” means any Person: (a) that holds a material interest in the Company or any Subsidiary; (b) in which the Company or any Subsidiary holds a material interest; (c) that is otherwise an Affiliate of the Company; (d) who serves (or has within the past twelve (12) months served) as a director, officer or employee of the Company; or (e) who is a member of the family of any individual included in any of the foregoing. For the purpose of this definition, “material interest” shall mean a direct or indirect ownership of shares representing at least twenty percent (20%) of the outstanding voting power or equity of the Company or any Subsidiary;

“ Rule 144 ” means Rule 144 under the Securities Act or any successor rule thereto;

“ S&E Management System ” means the Company’s social and environmental management system, as implemented or in effect from time to time, enabling it to identify, assess and manage the social and environmental risks in respect of the Company Operations on an ongoing basis in accordance with the S&E Requirements;

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“ S&E Officer ” means a senior officer of the Company to be responsible for administration and oversight of the S&E Management System, initially appointed in accordance with the Action Plan;

“ S&E Requirements ” means the social and environmental obligations to be undertaken by the Company and its Subsidiaries to ensure compliance with: (a) Applicable S&E Laws and (b) the Performance Standards;

“ Sanctionable Practice ” means any Corrupt Practice, Fraudulent Practice, Coercive Practice, Collusive Practice, or Obstructive Practice, as those terms are defined herein and interpreted in accordance with the Anti-Corruption Guidelines attached to this Agreement as Annex A ( Anti-Corruption Guidelines for IFC Transactions );

“ SEC ” means the U.S. Securities and Exchange Commission or any other federal agency administering the Securities Act and the Exchange Act at the time;

“ Securities Act ” means the U.S. Securities Act of 1933, as amended;

“ Selling Expenses ” means all underwriting discounts, selling commissions and stock transfer taxes applicable to the sale of Registrable Securities, and fees and disbursements of counsel for any holder of Registrable Securities, except for the reasonable fees and disbursements of counsel for the holders of Registrable Securities required to be paid by the Company pursuant to Section 3.09(c) ;

“ Settlement Completion ” has the meaning set forth in Section 4.01(c)(ii) ( The Put Option );

“ Settlement Date ” means the date for settlement of the purchase of the relevant Put Shares by the Company, as such date is specified by an Investor in the Put Notice, which shall be not less than ten (10) days nor more than sixty (60) days after the date of the Put Notice and shall be a Business Day;

“ Shelf Registration ” has the meaning set forth in Section 3.07(a)(i) ( Registration Rights );

“ Shareholder Rights Plan ” has the meaning set forth in the definition of Plan Put Trigger Event;

“ Shelf Registration Statement ” has the meaning set forth in Section 3.07(a)(i) ( Registration Rights );

“ Shelf Supplement ” has the meaning set forth in Section 3.07(a)(ii) ( Registration Rights );

“ Shelf Takedown ” has the meaning set forth in Section 3.07(a)(ii) ( Registration Rights );

“ Shell Bank ” means a bank incorporated in a jurisdiction in which it has no physical presence and which is not an Affiliate of a regulated bank or a regulated financial group;

“ Subscription Agreement ” has the meaning set forth in the Recitals;

“ Subsidiary ” means with respect to the Company, an Affiliate over fifty per cent (50%) of whose capital is owned, directly or indirectly, by the Company;

“ Threshold Put Trigger Event ” means the adoption of a Shareholder Rights Plan at a time when there is no Bona Fide Offer currently pending and where the beneficial ownership threshold that would “trigger” the separation of the rights from the Common Stock (the “ Threshold Trigger ”) is less than twenty percent (20%) or such lower amount that is expressly stated in the Florida Business Corporation Act;

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“ Threshold Trigger ” has the meaning set forth in the definition of Threshold Put Trigger Event; and

“ Transaction Documents ” means this Agreement and the Subscription Agreement.

Section 1.02. Interpretation . In this Agreement, unless the context otherwise requires:

(a)     headings are for convenience only and do not affect the interpretation of this Agreement;

(b)     words importing the singular include the plural and vice versa;

(c)     a reference to an Annex, Article, party, Schedule or Section is a reference to that Article or Section of, or that Annex, party or Schedule to, this Agreement;

(d)     a reference to a document in the “agreed form” is a reference to a document approved and for the purposes of identification initialed by or on behalf of the parties thereto;

(e)     a reference to a document includes an amendment or supplement to, or replacement or novation of, that document but disregarding any amendment, supplement, replacement or novation made in breach of this Agreement;

(f)     general words in this Agreement shall not be given a restrictive meaning by reason of their being preceded or followed by words indicating a particular class of acts, matters or things or by examples falling within the general words;

(g)     a reference to a party to any document includes that party’s successors and permitted assigns; and

(h)     unless stated otherwise herein, a reference to “shares of the Company” means shares of the Company of any class.

Section 1.03. No Third Party Rights . Subject to Section 1.04 ( Exceptions to No Third Party Rights ), a Person who is not a party to this Agreement has no right to enforce or enjoy the benefit of any term of this Agreement.

Section 1.04. Exceptions to No Third Party Rights .

(a)     Any Person entitled to indemnity under Section 7.10 ( Costs, Expenses and Third Party Claims ) may enforce such Person’s rights thereunder subject to and in accordance with the terms of this Agreement.

(b)     This Agreement may be rescinded or terminated and a term may be amended or waived without the permission of any Indemnitee or its permitted assignees even if that removes a right which the Indemnitee or its permitted assignees would otherwise have.

(c)     No Indemnitee or its permitted assignees may enforce a term of this Agreement without the prior written consent of each Investor, which may be provided in its sole discretion. Such consent by each Investor may be subject to any terms and conditions that it may determine in its sole discretion.

(d)     No Indemnitee may, without the prior written consent of each Investor and the Company (such consent not to be unreasonably withheld, conditioned or delayed), assign, charge or otherwise dispose of any rights it may have under this Agreement or grant or create any third party interest therein.

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ARTICLE II
Corporate Governance

Section 2.01. Investors’ Board Rights .

(a)     For so long as the Investors in aggregate beneficially own Investor Shares representing at least five percent (5%) of the issued and outstanding voting shares of the Company:

The Investors agree that the Investors’ Nominee Director shall be an individual that is not an executive officer or employee of the Company or any of its Subsidiaries and does not otherwise fall within paragraphs (A)-(F) of NASDAQ Marketplace Rule 4200(a)(15).

(b)     For so long as the Investors in aggregate beneficially own Investor Shares representing at least two and one-half percent (2.5%) of the issued and outstanding voting shares of the Company, the Investors shall have the right to appoint an observer (the “ Investors’ Observer ”) to the Board at any time when they have not designated, or do not have the right to designate, a person to serve as a Director on the Board, provided such observer enters into a customary observer agreement containing, among other provisions, confidentiality and non-use obligations with respect to information acquired from the Company. The Investors’ Observer shall have the right to attend all meetings of the Audit Committee, the Nominating and Corporate Governance Committee and the Remuneration Committee as an observer. The Investors’ Observer shall have the same information rights and receive the same information at the same time as each of the members of the Board and committees (but will have no voting rights).

Section 2.02. Removal/Resignation of Investors’ Nominee Director . The Investors may require the removal of the Investors’ Nominee Director or Investors’ Observer at any time and shall be entitled to nominate another Person as the Investors’ Nominee Director or Investors’ Observer in place of any Investors’ Nominee Director or Investors’ Observer, respectively, so removed. In the event of the resignation, retirement or vacation of office of the Investors’ Nominee Director or Investors’ Observer, the Investors shall be entitled, subject to Section 2.01 ( Investors’ Board Rights ), to nominate another Person as the Investors’ Nominee Director or Investors’ Observer, as applicable, in place of such Investors’ Nominee Director or Investors’ Observer and the Company shall ensure, to the fullest extent of all its rights and powers, that such nominee is promptly appointed as a Director or observer.

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Section 2.03. Procedures of the Board .

(a)     The Board shall meet at least once every quarter of each Financial Year subject to an annual schedule and confirmation of the date of the next Board meeting at the previous Board meeting.

(b)     Written notice of each meeting of the Board, and an agenda setting out in detail the items of business proposed to be transacted at such meeting together with necessary information and supporting documents, shall be given to all the Directors. Written notice of each meeting of a committee of the Board, and an agenda setting out in detail the items of business proposed to be transacted at such meeting together with necessary information and supporting documents, shall be given to all Directors on that committee. Written notice of a meeting and the materials to be provided under this Section 2.03(b) shall be sent to the address notified from time to time by the Directors at least five (5) Business Days in advance of such meeting; provided that where, exceptionally, the Board or a committee of the Board is required to make a decision in circumstances in which the foregoing notice requirements cannot be observed, such notice and information requirements may be waived with the unanimous approval of all Directors or, in the case of a meeting of a committee of the Board, all Directors on that committee.

(c)     The Company shall not amend Section 4.11 or Article VI of the Company’s bylaws as in effect on the date hereof without the prior consent of the Investors. The Company shall enter into an indemnification agreement with each Director.

(d)     The Board shall maintain a director remuneration and expense reimbursement policy providing for the payment of directors’ fees and reimbursement of expenses to any Director who is not an employee of the Company. Such policy shall include reimbursement of the reasonable expenses incurred by such Directors: (i) in attending a board or committee meeting or a General Meeting or any other meeting which the Director is requested to attend in his capacity as a Director of the Company (including the reasonable costs of travel and attendance of an Investors’ Nominee Director or Investors’ Observer); and (ii) in obtaining independent legal or professional advice in furtherance of his or her duties as a Director.

(e)     If any action is to be taken by written consent of the Board (or a committee thereof) in lieu of a meeting, the Company shall circulate, together with the proposed written consent, the information it determines in good faith is necessary to enable the Directors to make a fully-informed, good faith decision with respect to such the matter(s) that are the subject of such consent, and the Company shall provide each Director such additional information as any Director may reasonably request with respect to the matter being considered.

Section 2.04. Advisory Committee . As soon as practicable, but in any event no later than thirty (30) days after the date hereof, the Company shall create, and thereafter maintain in existence, an advisory committee (the “ Advisory Committee ”) which will act as an advisor to the Company’s chief executive officer. The Advisory Committee will, among other things, advise on guidelines to govern future acquisitions, strategic partnerships and similar activities of the Company and its Subsidiaries. Members of the Advisory Committee shall be comprised of the Company’s chief executive officer, the Company’s chief financial officer, certain individuals with experience in the area of financial technology designated by the Investors in their sole discretion and, if approved by the Company’s chief executive officer, certain external individuals with experience in the area of financial technology. For the avoidance of doubt, the Advisory Committee shall not have any decision-making authority or authority to create any obligation on behalf of the Company, and the Board shall have no obligation to follow its advice. The Company shall indemnify and hold harmless the non-employee members of the Advisory Committee to the maximum extent permitted under Applicable Law for any reasonable and documented costs, expenses or liabilities incurred by each such member in connection with his or her activities or his or her position as a member of the Advisory Committee, other than those arising directly from such member’s gross negligence, bad faith or willful misconduct. The Company’s obligation to have an Advisory Committee will terminate when the Investors in aggregate beneficially own Investor Shares representing less than five percent (5%) of the issued and outstanding voting shares of the Company.

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ARTICLE III
Covenants

Section 3.01. General Reporting Covenants .

(a)     The Company shall furnish to each Investor the following information:

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Notwithstanding the foregoing, the Company shall not be required to furnish to the Investors any of the foregoing information to the extent such information is available on the SEC’s EDGAR website and the Company has notified each Investor of the posting of such information with a link to such information.

(b)     Pursuant to the Subscription Agreement, the Company has irrevocably authorized and instructed the Auditors (whose fees and expenses shall be for the account of the Company) to communicate directly with each Investor at any time regarding the Company’s financial statements, accounts and operations. The Company shall take such actions, issue such additional instructions and deliver such additional documents as necessary to procure the Auditors’ compliance with such instruction, including without limitation having the Company provide any customary indemnity and/or engagement letter required by the Auditors as a condition to their providing to the Investors any information they may request, it being understood that any such information request will be evaluated by the Auditors with reference to the relevant auditing standards, laws and its formal policy and may be declined on these grounds. No later than thirty (30) days after any change in Auditors, the Company shall so authorize and instruct the new Auditors pursuant to a letter in the form set forth in Schedule 1 ( Form of Letter to Company’s Auditors ) and provide a copy of the Company’s instructions and any other related documentation to each Investor.

(c)     The Company shall promptly provide to the Investors such information as any Investor from time to time reasonably requests with regard to the Company and any of its Subsidiaries. The Company shall provide to the Investors’ Nominee Director or Investors’ Observer, as applicable, all information as and when provided to any other Director in his or her capacity as a Director and, at any Investor’s request and to the extent consistent with Applicable Law, shall also provide such information to such Investor. Unless prohibited by Applicable Law, the Investors’ Nominee Director and Investors’ Observer may provide to each Investor any information that the Investors’ Nominee Director and Investors’ Observer receives in his or her capacity as a Director or observer, respectively, including, without limitation, any information related to Company Operations, and may provide periodic reports to each Investor related to the discharge of his or her duties as a Director.

(d)     Each Investor may at any time, by notice to the Company, elect not to receive any of the information described in this Section 3.01 . In this case, the Company shall provide such Investor with copies of all information publicly disclosed that is not otherwise available on the SEC’s EDGAR website.

Section 3.02. Policy Reporting Covenants.

(a)     The Company shall promptly notify each Investor upon becoming aware of: (i) any material litigation, investigation or proceeding commenced or to the Company’s Knowledge threatened against the Company or any Subsidiary, (ii) any criminal investigations or proceedings commenced or to the Company’s Knowledge threatened against the Company or any Related Party, (iii) the occurrence of a Put Trigger Event, and any such notification shall specify the nature of the action or proceeding and any steps that the Company proposes to take in response to the same unless, and then only to the extent, the Company’s counsel concludes in good faith such specification would jeopardize attorney-client or work product privilege and advises each Investor of such determination, (iv) the occurrence of a Plan Put Trigger Event, and any such notification shall specify the terms of the Bona Fide Offer and include any correspondence received by the Company setting forth the Bona Fide Offer, or (v) the occurrence of a Threshold Put Trigger Event, and any such notification shall specify why the Board determined to have the Threshold Trigger of less than twenty percent (20%). Separate notification to each Investor pursuant to this Section 3.02(a) shall not be required to the extent such information is filed with the SEC and available on the SEC’s EDGAR website and the Company has notified each Investor of the posting of such information with a link to such information.

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(b)     Upon each Investor’s request, and with no less than three (3) days prior notice to the Company, the Company shall permit representatives of each Investor and the CAO, during normal office hours, to:

provided that in the case of the CAO, such access shall be solely for the purpose of carrying out the CAO’s Role.

(c)     The Company shall, and shall ensure that each of its Subsidiaries shall:

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(d)     The Company shall furnish to each Investor, within ninety (90) days after the end of each Financial Year, at least one of the following:

(e)     The Company shall furnish to each Investor, within thirty (30) days after the renewal or replacement of any of the insurance policies referred to in Section 3.03(g) ( Policy Covenants ) and Annex C , a copy of that policy.

(f)     Each Investor may at any time, by notice to the Company, elect not to receive any of the information described in this Section 3.02 . In this case, the Company shall provide such Investor with copies of all information publicly disclosed that is not otherwise available on the SEC’s EDGAR website.

Section 3.03. Policy Covenants .

(a)     Sanctionable Practices .

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(b)      Affirmative Environmental Covenants . The Company shall and shall ensure that each of its Subsidiaries shall:

(c)     Negative Environmental Covenants . The Company shall not and shall ensure that each of its Subsidiaries shall not amend, waive the application of, or otherwise materially restrict the scope or effect of, the S&E Management System (including the Action Plan and the S&E Requirements) without the prior written consent of each of the Investors.

(d)      UN Security Council Resolutions . The Company shall not and shall ensure that each of its subsidiaries shall not: (i) enter into any transaction with, or for the benefit of, any of the individuals or entities named on lists promulgated by the United Nations Security Council under Chapter VII of the United Nations Charter or currently a target of any economic sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“ Sanctions Target ”); or (ii) engage in any activity prohibited by any resolution of the United Nations Security Council under Chapter VII of the United Nations Charter or any business relationship with any Sanctions Target.

(e)      Shell Banks . The Company shall and shall ensure that each of its Subsidiaries shall institute, maintain and comply with commercially reasonable internal procedures and controls to ensure that:

(f)      AML/CFT . The Company shall, and shall ensure that each of its Subsidiaries shall, take commercially reasonable steps to institute, maintain and comply with internal policies, procedures and controls for AML/CFT consistent with its business and customer profile, in compliance with national laws and regulations, and in furtherance of applicable AML/CFT best practices recommendations of the Organization for Economic Co-operation and Development’s Financial Action Task Force on Money Laundering.

(g)      Insurance . The Company shall, and shall ensure that each of its Subsidiaries shall: (i) insure and keep insured with reputable insurers that cover such risks and contain such policy limits, types of coverage as are adequate to insure against risks to which the Company, its Subsidiaries and their respective employees, business, properties and other assets would reasonably be expected to be exposed to in the operation of the business as currently conducted and as proposed to be conducted, including without limitation the insurances specified in Annex C , on terms and conditions reasonably acceptable to each Investor; (ii) promptly notify the relevant insurer of any claim under any policy written by that insurer and diligently pursue that claim; (iii) comply with all warranties and conditions under each insurance policy; (iv) not do or omit to do, or permit to be done or not done, anything which might prejudice the Company’s (and/or any of its Subsidiaries’ right to claim or recover under any insurance policy; and (v) within 30 days of any renewal or replacement of an insurance policy required in Annex C , provide to each Investor a copy of that policy.

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(h)     Shareholder Rights Plan . The Company shall not adopt a Shareholder Rights Plan having a term of more than one (1) year, provided that the foregoing shall not prevent the Company from adopting a new Shareholder Rights Plan to replace the expired Shareholder Rights Plan. The Threshold Trigger in any Shareholder Rights Plan adopted by the Board shall be established at twenty percent (20%) or such lower amount that is expressly stated in the Florida Business Corporation Act (the “ 20% Threshold Trigger ” ) unless the Board, or committee thereof implementing the Shareholder Rights Plan, determines, upon the advice of counsel, that using a 20% Threshold Trigger would reasonably be expected to be inconsistent with its fiduciary duties, in which event the Threshold Trigger shall be set at the highest percentage determined by the Board or such committee to be consistent with such fiduciary duties.

Section 3.04. Other Affirmative Covenants . The Company shall and shall ensure that each of its Subsidiaries shall:

(a)     undertake its business, activities and investments in compliance in all material respects with Applicable Law; and

(b)     adopt and maintain a policy designed to maximize its ownership of Intellectual Property developed or acquired in the course of its operations, which policy shall require the Company and its Subsidiaries to: (i) cause all material technological developments, patentable or unpatentable, inventions, discoveries or improvements by the Company’s or any of its Subsidiaries’ officers or employees to be documented in accordance with appropriate professional standards; and (ii) cause all officers and key employees, and to the extent practicable, consultants of the Company and its Subsidiaries, to enter into non-disclosure and proprietary rights agreements in customary form, approved by the Board of Directors.

Section 3.05. Use of Proceeds . The Company shall use the proceeds from the sale of the Investor Shares for (i) capital expenditures; (ii) acquisitions in the financial technology sector pursuant to guidelines to be adopted by the Company taking into account the recommendations of the Advisory Committee; and (iii) general corporate purposes. A majority of all such proceeds must be used for the forgoing purposes in developing countries or emerging markets specified on Annex D . The Company shall not use of any such proceeds in the territories of any country that is not a member of the World Bank or for reimbursements of expenditures in those territories or for goods produced in or services supplied from any such territory. Notwithstanding anything herein to the contrary, each Investor acknowledges that nothing in this Section 3.05 shall prohibit the Company from using its existing cash reserves in countries or markets not specified in Annex D , provided such use complies with Applicable Law and does not violate Section 3.03(d) .

Section 3.06. Preemptive Rights . For so long as the Investors hold in aggregate 5% of the outstanding shares of Common Stock of the Company, each Investor shall have the right to purchase its pro-rata share of New Securities in the manner set out below:

(a)     If the Company proposes to issue New Securities, it shall give each Investor written notice of its intention, describing the New Securities, their price, and their general terms of issuance, and specifying each Investor’s pro-rata share of such issuance (the “ Issue Notice ”). Each Investor shall have thirty (30) days after any such notice is delivered (the “ Notification Date ”) to give the Company written notice that it agrees to purchase part or all of its pro-rata share of the New Securities for the price and on the terms specified in the Issue Notice (the “ Subscription Notice ”). Each Investor may also notify the Company in the Subscription Notice that it is willing to buy a specified number of the New Securities (“ Additional Securities ”) not taken up by the other Investors (“ Unpurchased Securities ”) for the price and on the terms specified in the Issue Notice.

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(b)     For the avoidance of doubt, the Company shall not issue any New Securities until after the Notification Date.

(c)     If an Investor has indicated that it is willing to buy Additional Securities (an “ Overallotment Investor ”), the Company shall give such Overallotment Investor written notice of the total number of Unpurchased Securities within five (5) days of the expiry of the thirty (30) day period referred to in Section 3.06(a) . Such notice shall specify the particulars of the payment process for the New Securities to be purchased by such Overallotment Investor pursuant to the Subscription Notice.

(d)     On the tenth (10 ^th ) Business Day after expiry of the thirty (30) day period referred to in Section 3.06(a) :

(e)     If the Company has not consummated the proposed issuance of New Securities within one hundred twenty days (120) days following the date of the Issuance Notice, the Company may not issue such New Securities without again complying with this Section 3.06 .

(f)     “ New Securities ” shall mean any Equity Securities of the Company ; provided, that the term “ New Securities ” does not include:

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(g)     If any Investor is unable to exercise, in whole or in part, its right to purchase New Securities pursuant to this Section 3.06 , such Investor shall have the right to transfer its rights to purchase New Securities to any other Investor or to any Affiliate of any Investor.

Section 3.07. Registration Rights .

(a)     Short Form Registration .

(i)     As soon as practicable, but in any event no later than thirty (30) days, after the Subscription Date, the Company shall (i) prepare and file with the SEC a Registration Statement on Form S-3 or the then appropriate form (or a post-effective amendment to a currently effective Registration Statement) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “ Shelf Registration Statement ”) that covers all Registrable Securities then outstanding for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “ Shelf Registration ”) and (ii) use its commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the SEC as soon as practicable thereafter. If, after the filing of a Shelf Registration Statement, an Investor requests registration under the Securities Act of additional Registrable Securities (including Registrable Securities acquired pursuant to Section 3.06 ( Preemptive Rights )) pursuant to such Shelf Registration, the Company shall, as soon as practicable, but in any event no later than thirty (30) days after the date of such request, amend such Shelf Registration Statement to cover such additional Registrable Securities.

(ii)    At any time that a Shelf Registration Statement is effective but no more than once each calendar quarter, if an Investor delivers a notice to the Company (a “ Shelf Takedown Notice ”) stating that such Investor (and each other Investor electing to join in such Shelf Takedown) intends to effect an offering of all or part of its Registrable Securities included in such Shelf Registration Statement (a “ Shelf Takedown ”) and the Company is eligible to use such Shelf Registration Statement for such Shelf Takedown, then the Company shall take all actions reasonably required, including amending or supplementing (a “ Shelf Supplement ”) such Shelf Registration Statement, to enable such Registrable Securities to be offered and sold as contemplated by such Shelf Takedown Notice; provided , however , that before an Investor delivers a Shelf Takedown Notice, it shall contact the other Investors to determine whether they wish to participate in the Shelf Takedown, and include in such Shelf Takedown Notice any Registrable Securities requested to be included by such other Investor(s); and provided further that in no event shall the Company be obligated to comply with more than one (1) Shelf Takedown Notice in the aggregate in any calendar quarter from any or all Investors. Each Shelf Takedown Notice shall specify the number of Registrable Securities to be offered and sold under the Shelf Takedown and the Investors participating. The Company shall prepare and file with the SEC a Shelf Supplement as soon as practicable (but in no event later than five (5) Business Days) after the date on which it received the Shelf Takedown Notice and, if such Shelf Supplement is an amendment to such Shelf Registration Statement, shall use its commercially reasonable efforts to cause such Shelf Supplement to be declared effective by the SEC as soon as practicable thereafter.

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(iii)   If (A) the Company has filed a Registration Statement (the “ Initial Registration Statement ”) with the SEC that covers Registrable Securities (the “ Initial Registrable Securities ”), (B) pursuant to Rule 415(a)(5) under the Securities Act or any successor rule thereto, the Initial Registration Statement may no longer be used for offers and sales of any of the Initial Registrable Securities, and (C) any of the Initial Registrable Securities are Registrable Securities at the time that (B) above occurs, the Company shall prepare and file with the SEC within the time limits required by Rule 415 under the Securities Act or any successor rule thereto a new Registration Statement covering any Initial Registrable Securities that have not ceased to be Registrable Securities for an offering to be made on a delayed on continuous basis pursuant to Rule 415 under the Securities Act or any successor rule thereto (a “ New Registration Statement ”) and shall use its commercially reasonable efforts to cause such New Registration Statement to be declared effective by the SEC as soon as practicable thereafter.

(iv)    The Company may postpone for up to forty-five (45) days the filing of a Shelf Supplement for a Shelf Takedown if the Board determines in its reasonable good faith judgment that such Shelf Takedown would (A) materially interfere with a significant acquisition, corporate organization, financing, securities offering or other similar transaction involving the Company; (B) require premature disclosure of material information that the Company has a bona fide business purpose for preserving as confidential; or (C) render the Company unable to comply with requirements under the Securities Act or Exchange Act. The Company shall, within one (1) day following the decision of the Board to delay such filing, provide each Investor with a certificate signed by the Chairman stating that the Board has determined to postpone the filing, the reason for the postponement and the expected date of filing. The Company may delay a Shelf Takedown hereunder only once in any period of 12 consecutive months.

(v)     If the Investors request a Shelf Takedown and elect to distribute the Registrable Securities covered by its request in an underwritten offering, they shall so advise the Company as a part of its request made pursuant to Section 3.07(a)(ii) . The Investors participating in the Shelf Takedown shall select the investment banking firm or firms to act as the managing underwriter or underwriters in connection with such offering; provided , that such selection shall be subject to the consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed.

(vi)    The Company shall not include in any Shelf Takedown any securities which are not Registrable Securities without the prior written consent of the Investors participating in the Shelf Takedown. If a Shelf Takedown involves an underwritten offering and the managing underwriter of the requested Shelf Takedown advises the Company and the Investors participating in the Shelf Takedown in writing that in its reasonable and good faith opinion the number of shares of Common Stock proposed to be included in the Shelf Takedown, including all Registrable Securities and all other shares of Common Stock proposed to be included in such underwritten offering, exceeds the number of shares of Common Stock which can be sold in such underwritten offering and/or the number of shares of Common Stock proposed to be included in such Shelf Takedown would adversely affect the price per share of the Common Stock proposed to be sold in such underwritten offering, the Company shall include in such Shelf Takedown (i) first, the shares of Common Stock that the Investors propose to sell, and (ii) second, the shares of Common Stock, if any, proposed to be included therein by any other Persons (including shares of Common Stock to be sold for the account of the Company and/or other holders of Common Stock) allocated among such Persons in such manner as they may agree. If the managing underwriter determines that less than all of the Registrable Securities proposed to be sold can be included in such offering, then the Registrable Securities that are included in such offering shall be allocated pro rata among the Investors on the basis of the number of Registrable Securities owned by each such Investor.

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(b)      Registration Procedures . In connection with the Company’s obligations under Section 3.07(a) and if and whenever the Investors request that any Registrable Securities be distributed in a Shelf Takedown pursuant to the provisions of Section 3.07(a) , the Company shall use its commercially reasonable efforts to effect the registration of the offer and sale of such Registrable Securities under the Securities Act in accordance with the intended method of disposition thereof, and pursuant thereto the Company shall as soon as practicable and as applicable:

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(c)     Expenses . All expenses (other than Selling Expenses) incurred by the Company in complying with its obligations pursuant to this Agreement and in connection with the registration and disposition of Registrable Securities shall be paid by the Company, including, without limitation, all (i) registration and filing fees (including, without limitation, any fees relating to filings required to be made with, or the listing of any Registrable Securities on, any securities exchange or over-the-counter trading market on which the Registrable Securities are listed or quoted); (ii) underwriting expenses (other than underwriting fees, commissions or discounts); (iii) expenses of any audits incident to or required by any such registration; (iv) fees and expenses of complying with securities and “blue sky” laws (including, without limitation, fees and disbursements of counsel for the Company in connection with “blue sky” qualifications or exemptions of the Registrable Securities); (v) printing expenses; (vi) messenger, telephone and delivery expenses; (vii) fees and expenses of the Company’s counsel and independent registered public accounting firm; (viii) Financial Industry Regulatory Authority, Inc. filing fees (if any); and (ix) reasonable and documented fees and expenses of one counsel for the Investors participating in such registration as a group (selected by the Investors holding Registrable Securities included in the registration). In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties) and the expense of any annual audits. All Selling Expenses relating to the offer and sale of Registrable Securities registered under the Securities Act pursuant to this Agreement shall be borne and paid by the holders of such Registrable Securities, in proportion to the number of Registrable Securities included in such registration for each such holder.

(d)     Indemnification .

(i)     The Company shall indemnify and hold harmless, to the fullest extent permitted by law, each holder of Registrable Securities, such holder’s officers, directors, managers, members, partners, stockholders and Affiliates, each underwriter, broker or any other Person acting on behalf of such holder of Registrable Securities and each other Controlling Person, if any, who controls any of the foregoing Persons, against all losses, claims, actions, damages, liabilities and expenses, joint or several, to which any of the foregoing Persons may become subject under the Securities Act or otherwise, insofar as such losses, claims, actions, damages, liabilities or expenses arise out of or are based upon (A) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading or (B) any violation or alleged violation by the Company of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such registration, qualification or compliance; and shall reimburse such Persons for any reasonable and documented legal or other expenses incurred by any of them in connection with investigating or defending any such loss, claim, action, damage or liability, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such holder expressly for use therein or by such holder’s failure to deliver a copy of the Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendments or supplements thereto (if the same was required by applicable law to be so delivered) after the Company has furnished such holder with a sufficient number of copies of the same prior to any written confirmation of the sale of Registrable Securities. This indemnity shall be in addition to any liability the Company may otherwise have.

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(ii)    In connection with any registration in which a holder of Registrable Securities is participating, each such holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify and hold harmless, the Company, each director of the Company, each officer of the Company who shall sign such Registration Statement, each underwriter, broker or other Person acting on behalf of the holders of Registrable Securities and each Controlling Person who controls any of the foregoing Persons against any losses, claims, actions, damages, liabilities or expenses resulting from any untrue or alleged untrue statement of material fact contained in the Registration Statement, Prospectus, preliminary Prospectus, free writing prospectus (as defined in Rule 405 under the Securities Act or any successor rule thereto) or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus, preliminary Prospectus or free writing prospectus, in light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is contained in any information so furnished in writing by such holder; provided , that the obligation to indemnify shall be several, not joint and several, for each holder and shall not exceed an amount equal to the net proceeds (after underwriting fees, commissions or discounts) actually received by such holder from the sale of Registrable Securities pursuant to such Registration Statement. This indemnity shall be in addition to any liability the selling holder may otherwise have.

(iii)   Promptly after receipt by an indemnified party of notice of the commencement of any action involving a claim referred to in this Section 3.07(d) , such indemnified party shall, if a claim in respect thereof is made against an indemnifying party, give written notice to the latter of the commencement of such action. The failure of any indemnified party to notify an indemnifying party of any such action shall not (unless such failure shall have a material adverse effect on the indemnifying party) relieve the indemnifying party from any liability in respect of such action that it may have to such indemnified party hereunder. In case any such action is brought against an indemnified party, the indemnifying party shall be entitled to participate in and to assume the defense of the claims in any such action that are subject or potentially subject to indemnification hereunder, jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such indemnified party, and after written notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be responsible for any legal or other expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided that, if (A) any indemnified party shall have reasonably concluded that there may be one or more legal or equitable defenses available to such indemnified party which are additional to or conflict with those available to the indemnifying party, or that such claim or litigation involves or could have an effect upon matters beyond the scope of the indemnity provided hereunder, or (B) such action seeks an injunction or equitable relief against any indemnified party or involves actual or alleged criminal activity, the indemnifying party shall not have the right to assume the defense of such action on behalf of such indemnified party without such indemnified party’s prior written consent (but, without such consent, shall have the right to participate therein with counsel of its choice) and such indemnifying party shall reimburse such indemnified party and any Controlling Person of such indemnified party for that portion of the fees and expenses of any counsel retained by the indemnified party which is reasonably related to the matters covered by the indemnity provided hereunder. If the indemnifying party is not entitled to, or elects not to, assume the defense of a claim, it shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. In such instance, the conflicting indemnified parties shall have a right to retain one separate counsel, chosen by the holders of a majority of the Registrable Securities included in the registration, at the expense of the indemnifying party. An indemnifying party shall not be liable for any settlement of any action or claim referred to in this Section 3.07(d) effected without its written consent, such consent not to be unreasonably withheld, conditioned or delayed.

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(iv)    If the indemnification provided for hereunder is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, claim, damage, liability or action referred to herein, then the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amounts paid or payable by such indemnified party as a result of such loss, claim, damage, liability or action in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with the statements or omissions which resulted in such loss, claim, damage, liability or action as well as any other relevant equitable considerations; provided that the maximum amount of liability in respect of such contribution shall be limited, in the case of each holder of Registrable Securities, to an amount equal to the net proceeds (after underwriting fees, commissions or discounts) actually received by such seller from the sale of Registrable Securities effected pursuant to such registration. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party, whether the violation of the Securities Act or any other similar federal or state securities laws or rule or regulation promulgated thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any applicable registration, qualification or compliance was perpetrated by the indemnifying party or the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The parties agree that it would not be just and equitable if contribution pursuant hereto were determined by pro rata allocation or by any other method or allocation which does not take account of the equitable considerations referred to herein. No Person guilty or liable of fraudulent misrepresentation within the meaning of Section 11(f) of the Securities Act shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

(e)     Participation in Underwritten Registrations . No Person may participate in any registration hereunder which is underwritten unless such Person (i) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements; provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder, such holder’s ownership of its shares of Registrable Securities to be sold in the offering and such holder’s intended method of distribution) or to undertake any indemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 3.07(d) .

(f)      Rule 144 Compliance . With a view to making available to the Investors the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit a holder to sell securities of the Company to the public without registration, the Company shall:

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(g)      Lock-up Agreement . Each Investor agrees that in connection with any registered offering of Equity Securities of the Company, and upon the request of the managing underwriter in such offering, such Investor shall not, without the prior written consent of such managing underwriter, during the period commencing on the effective date of such registration and ending on the date specified by such managing underwriter (such period not to exceed ninety (90) days), (i) offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, hedge the beneficial ownership of or otherwise dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable for or exchangeable for shares of Common Stock held immediately before the effectiveness of the Registration Statement for such offering, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, provided, however, that the foregoing shall not prevent any Investor from exercising the Put Option with respect to its Investor Shares. The foregoing provisions of this Section 3.07(g) shall not apply to sales of Registrable Securities to be included in such offering pursuant to Section 3.07(a) , and shall be applicable to the Investors only if all officers and directors of the Company and all stockholders owning more than five percent (5%) of the Company’s outstanding Common Stock are subject to the same restrictions. Each Investor agrees to execute and deliver such other agreements as may be reasonably requested by the Company or the managing underwriter which are consistent with the foregoing or which are necessary to give further effect thereto. Notwithstanding anything to the contrary contained in this Section 3.07(g) , each Investor shall be released, pro rata, from any lock-up agreement entered into pursuant to this Section 3.07(g) in the event and to the extent that the managing underwriter or the Company permit any discretionary waiver or termination of the restrictions of any lock-up agreement pertaining to any officer, director or holder of greater than five percent (5%) of the outstanding Common Stock.

(h)     Preservation of Rights . The Company shall not (i) grant any demand or “piggyback” registration rights to any third party without also granting the same rights to each Investor or (ii) enter into any agreement, take any action, or permit any change to occur, with respect to its securities that violates or subordinates the rights expressly granted to the Investors in this Agreement.

Section 3.08. Further Assurances . The Company shall exercise all such rights and powers as are available to it to take, or cause to be taken, such actions, and do, perform, execute and deliver, or cause to be done, performed, executed and delivered, all acts, deeds and documents necessary, proper or advisable to ensure compliance with and to fully and effectually implement the provisions of this Agreement, including making, or causing to be made, all governmental, regulatory and administrative filings with any appropriate Authority, as promptly as reasonably possible.

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ARTICLE IV
The Put Option

Section 4.01 . The Put Option .

(a)     The Company hereby grants to each Investor an option (the “ Put Option ”) to sell to the Company on one occasion, and the Company is obligated to purchase from each Investor upon exercise of each such option, all of such Investor’s Put Shares in accordance with the terms of this Article IV .

(b)     The Put Option may be exercised by each Investor by delivery to the Company of a Put Notice at any time within

The Put Notice shall specify the Put Price for the Put Shares (and the basis for its determination of the Put Price), the bank account into which the Put Price shall be paid, the nature of the relevant Put Trigger Event, if applicable, and the applicable Settlement Date. The failure of any Investor to exercise the Put Option following (i) the occurrence of a Put Trigger Event shall not preclude the subsequent exercise of the Put Option if a subsequent Put Trigger Event occurs, (ii) the occurrence of a Plan Put Trigger Event shall not preclude the subsequent exercise of the Put Option if a subsequent Bona Fide Offer is received and (iii) the occurrence of a Threshold Put Trigger Event shall not preclude the subsequent exercise of the Put Option if a new Shareholder Rights Plan is adopted that constitutes a Threshold Put Trigger Event.

(c)     On the Settlement Date:

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In the event the Company is prohibited by Applicable Law from repurchasing, or otherwise does not have sufficient cash to repurchase, all the Put Shares, as reasonably determined by the Board in good faith and certified to such Investor by the Chairman, the Company shall repurchase as many Put Shares as it can for cash (pro rata among the Investors exercising the Put Option based on the number of Put Shares specified in their Put Notices). With respect to the Put Shares that the Company is unable to purchase pursuant to the preceding sentence, each Investor shall have the option to either retain the unrepurchased Put Shares or receive a promissory note in the principal amount equal to the Put Price for the unrepurchased Put Shares, bearing interest at the rate of ten percent (10%) per annum (with quarterly interest payments), payable in eight (8) equal quarterly installments with a final maturity date two (2) years from the date of issuance, and otherwise in form and substance reasonably acceptable to such Investor.

(d)    For the avoidance of doubt, each Investor shall be entitled to any dividends, distributions or return of capital relating to the Put Shares which are the subject of the relevant Put Notice which were declared or otherwise had a record date on or before the Settlement Completion, even if the payment date is after the Settlement Completion. Until Settlement Completion, each Investor shall be entitled to all of its rights as a stockholder (or attached to such Put Shares) whether under this Agreement, Applicable Law or otherwise.

(e)     After delivery of a Put Notice to the Company but prior to Settlement Completion, each Investor shall have the right (but not the obligation) in its sole discretion to withdraw the Put Notice and its exercise of the Put Option thereunder by written notice to the Company at any time or times.

(f)     The calculation by each Investor of the Put Price or Put Price Per Share as set forth in the Put Notice shall be binding and conclusive for all purposes, absent manifest error.

(g)     The Company shall notify the Investors promptly, and in any case no later than one (1) Business Day, following the occurrence of a Plan Put Trigger Event, Put Trigger Event or Threshold Put Trigger Event, setting forth in reasonable detail the circumstances giving rise to such Plan Put Trigger Event, Put Trigger Event or Threshold Put Trigger Event.

Section 4.02 . Failure to Perform by the Company . Without prejudice to the remedies available to each Investor under this Agreement or otherwise, if the Company fails to make payment of the Put Price by the Settlement Date as specified pursuant to this Article IV , then the Company shall pay to each Investor having delivered a Put Notice, in Dollars on demand, at a bank account designated by such Investor, a late payment charge which will accrue at a rate per annum of ten percent (10%) on the amount required to be paid to such Investor pursuant to Section 4.01(c)(i) , such late payment charge to accrue daily from (and including) the Settlement Date until (but excluding) the date the Put Price is paid in full prorated on the basis of a 360-day year for the actual number of days elapsed. In the case of a failure to perform by the Company, Settlement Completion shall be deemed to occur for all purposes hereunder (including, but not limited to, Section 4.01(d) above) on the date such Investor effectively transfers the Put Shares to the Company after receipt of the Put Price and any additional amounts payable by the Company pursuant to this Section 4.02 and otherwise under this Agreement.

Section 4.03 . Obligations Irrevocable . The obligations of the Company hereunder are irrevocable and shall not be terminated, suspended or affected in any manner by the deterioration of the financial situation or the interruption of the operations of the Company (whether by condemnation, expropriation, nationalization or otherwise) or the insolvency of the Company or the filing of any bankruptcy proceeding or any similar proceeding by or against the Company or any other circumstances whatsoever.

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ARTICLE V
Term of Agreement

Section 5.01. Term of Agreement . Except as otherwise expressly set forth herein, this Agreement shall become effective as of the date on which the Investors first subscribe for the Investor Shares and shall continue in force until such time as the Investors no longer hold any Investor Shares (or any promissory note issued to pay all or a portion of the Put Price); provided , however , that the termination of this Agreement or cessation of effectiveness with respect to a party shall be without prejudice to such party’saccrued rights and obligations at the date of its termination and any legal or equitable remedies of any kind which may accrue in connection therewith.

ARTICLE VI
Representations and Warranties

Section 6.01. Representations and Warranties . The Company hereby represents and warrants that each of the following statements is true, accurate and not misleading as of the date of this Agreement:

(a)      Organization and Authority . The Company is a corporation duly organized and validly existing under the laws of its place of incorporation and has the corporate power and authority to enter into, deliver and perform its obligations under this Agreement;

(b)     Validity . This Agreement has been duly authorized and executed by the Company and constitutes its valid and legally binding obligation, enforceable in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights and remedies of creditors generally and general principles of equity;

(c)      No Conflict . The execution, delivery and performance of this Agreement will not contravene: (i) any law, regulation, order, decree or Authorization applicable to the Company or any of its Subsidiaries; (ii) any provision of the Company’s or any Subsidiary’s Charter; or (iii) any contractual restriction binding on or affecting the Company or any of the Company’s assets (including its Subsidiaries); and

(d)     Status of Authorizations . All Authorizations required for the execution and delivery of this Agreement and the performance of its obligations hereunder have been obtained and are in full force and effect, other than the filings required to be made pursuant to Section 3.07 .

Section 6.02. Investors Reliance . The Company acknowledges that it has made the representations and warranties in Section 6.01 ( Representations and Warranties ), with the intention of inducing each Investor to enter into this Agreement and the Subscription Agreement and to make its Investors Subscription and that each Investor has entered into this Agreement and the Subscription Agreement and made its Investors Subscription on the basis of and in full reliance on such representations and warranties.

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ARTICLE VII
Miscellaneous

Section 7.01. Notices .

(a)     Any notice, request or other communication to be given or made under this Agreement shall be in writing. Subject to Section 7.04 ( Applicable Law and Jurisdiction ), any such communication to the Company shall be delivered by email and any such communication by any other party shall be delivered by hand, established courier service or email (and facsimile in the case of IFC) to the party to which it is required or permitted to be given or made at such party’s address specified below or at such other address as such party has from time to time designated by written notice to the other parties hereto, and shall be effective upon the earlier of (a) actual receipt and (b) deemed receipt under Section 7.01(b) below.

For the Company:

Net 1 UEPS Technologies, Inc.
President Place, 4 ^th Floor,
Cnr. Jan Smuts Avenue and Bolton Road
Rosebank, Johannesburg 2196, South Africa
Attention: Mr. Serge C.P. Belamant, Chief Executive Officer
Telephone:
Email: sergeb@net1.com

For IFC:

International Finance Corporation
2121 Pennsylvania Avenue, N.W.
Washington, D.C. 20433
United States of America
Attention: Director, TMT, Venture Capital & Funds
Facsimile: +1 (202) 522-3743
Email: FinTech@ifc.org

With a copy (in the case of communications relating to payments) sent to the attention of the Director, Department of Financial Operations at: Facsimile: +1 (202) 522-3064

For ALAC:

IFC African, Latin American and Caribbean Fund, LP
2121 Pennsylvania Avenue, N.W.
Washington, D.C. 20433
United States of America
Attention: Head, IFC African, Latin American and Caribbean Fund, LP
Email: amcfinance@ifc.org

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For FIG:

IFC Financial Institutions Growth Fund, LP
2121 Pennsylvania Avenue, N.W.
Washington, D.C. 20433
United States of America
Attention: Head, IFC Financial Institutions Growth Fund, LP
Email: amcfinance@ifc.org

For AFCAP:

Africa Capitalization Fund, Ltd.
2121 Pennsylvania Avenue, N.W.
Washington, D.C. 20433
United States of America
Attention: Head, Africa Capitalization Fund, Ltd.
Email: amcfinance@ifc.org

(b)     Unless there is reasonable evidence that it was received at a different time, notice pursuant to this Section 7.01 is deemed given if: (i) delivered by hand, when left at the address referred to in Section 7.01(a) ; (ii) sent by established courier services within a country, three (3) Business Days after posting it; (iii) sent by established courier service between two countries, six (6) Business Days after posting it; and (iv) sent by email, when receipt has been confirmed by telephone and a copy has been sent by established courier service; provided that in the case of IFC, any notice sent by email shall also be sent by facsimile and will be deemed given when confirmation of its transmission has been recorded by the sender’s facsimile machine.

Section 7.02. Saving of Rights .

(a)     The rights and remedies of the Investors in relation to any misrepresentation or breach of warranty on the part of the Company shall not be prejudiced by any investigation by or on behalf of the Investors into the affairs of the Company, by the execution or the performance of this Agreement or by any other act or thing by or on behalf of the Investors which might prejudice such rights or remedies.

(b)     No course of dealing and no failure or delay by the Investors in exercising any power, remedy, discretion, authority or other right under this Agreement or any other agreement shall impair, or be construed to be a waiver of or an acquiescence in, that or any other power, remedy, discretion, authority or right under this Agreement, or in any manner preclude its additional or future exercise.

Section 7.03. English Language . All documents to be provided or communications to be given or made under this Agreement shall be in English and, where the original version of any such document or communication is not in English, shall be accompanied by an English translation certified by an Authorized Representative to be a true and correct translation of the original. Any Investor may, if it so requires, obtain an English translation of any document or communication received in any other language at the cost and expense of the Company (except for documents or communications provided by any Investor). The Investors and the Company may deem any such translation to be the governing version.

Section 7.04. Applicable Law and Jurisdiction .

(a)     This Agreement shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the laws of another jurisdiction.

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(b)     Each of the Company and each Investor irrevocably agrees to venue being laid in the courts of the United States of America located in the Southern District of New York or in the courts of the State of New York located in the Borough of Manhattan, in any legal action, suit or proceeding arising out of or relating to this Agreement, and waives any objections to venue based on grounds of forum non conveniens or inconvenient forum. Nothing contained herein shall be construed as a waiver of the right of the Company or any Investor to seek removal to federal court in any action brought hereunder.

(c)     Final judgment against the Company in any such action, suit or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment, a certified or exemplified copy of which shall be conclusive evidence of the judgment, or in any other manner provided by law, and the Company irrevocably also submits to personal jurisdiction of any such court in any such action, suit or proceeding to enforce any judgment.

(d)     The parties acknowledge and agree that no provision of this Agreement, nor the consent to venue by IFC in subsection (b), in any way constitutes or implies a waiver, termination or modification by IFC of any privilege, immunity or exemption of IFC granted in the Articles of Agreement establishing IFC, international conventions, or Applicable Law.

(e)     The Company hereby irrevocably designates, appoints and empowers Corporation Service Company with offices currently located at 1180 Avenue of the Americas, Suite 210, New York, New York 10036, as its authorized agent solely to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding the Investors may bring in the State of New York in respect of this Agreement.

(f)     As long as this Agreement remains in force, the Company shall maintain a duly appointed and authorized agent to receive for and on its behalf service of any summons, complaint or other legal process in any action, suit or proceeding the Investors may bring in New York, New York, United States of America, with respect to this Agreement. The Company shall keep the Investors advised of the identity and location of such agent.

(g)     The Company also irrevocably consents to the service of such papers being made by mailing copies of the papers by to the Company at its address and in the manner specified in Section 7.01 ( Notices ). In such a case, the Investors shall also send by email, or have sent by email, a copy of the papers to the Company.

(h)     Service in the manner provided in Sections 7.04(e) , (f) and (g) in any action, suit or proceeding will be deemed personal service, will be accepted by the Company as such and will be valid and binding upon the Company for all purposes of any such action, suit or proceeding.

(i)     THE COMPANY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY IN ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT AGAINST THE COMPANY BY ANY INVESTOR.

(j)     The Company hereby acknowledges that IFC shall be entitled under Applicable Law, including the provisions of the International Organizations Immunities Act, to immunity from a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby brought against IFC in any court of the United States of America. The Company hereby waives any and all rights to demand a trial by jury in any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement, brought against IFC in any forum in which IFC is not entitled to immunity from a trial by jury.

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(k)     To the extent that the Company may, in any action, suit or proceeding brought in any of the courts referred to in Section 7.04(b) or in any other court or elsewhere arising out of or in connection with this Agreement, be entitled to the benefit of any provision of law requiring any Investor in such action, suit or proceeding to post security for the costs of the Company, or to post a bond or to take similar action, the Company hereby irrevocably waives such benefit, in each case to the fullest extent now or in the future permitted under Applicable Law or, as the case may be, the jurisdiction in which such court is located.

(l)    Nothing in this Agreement shall affect the right of any Investor to (i) commence legal proceedings or otherwise sue the Company in South Africa, the U.S. federal courts sitting in the State of Florida or the state courts of the State of Florida, or (ii) commence legal proceedings to enforce any judgment against the Company in any appropriate jurisdiction or (iii), and in either case to serve process, pleadings and other legal papers upon the Company in any manner authorized by the laws of any such jurisdiction.

Section 7.05. Immunity . To the extent the Company may be entitled in any jurisdiction to claim for itself or its assets immunity in respect of its obligations under this Agreement or the Subscription Agreement from any suit, execution, attachment (whether provisional or final, in aid of execution, before judgment or otherwise) or other legal process or to the extent that in any jurisdiction that immunity (whether or not claimed) may be attributed to it or its assets, the Company irrevocably agrees not to claim and irrevocably waives such immunity to the fullest extent permitted now or in the future by the laws of such jurisdiction.

Section 7.06. Announcements / Confidentiality .

(a)     The Company may not represent any Investor’s views on any matter, or, except to the extent required by law or regulation (including, but not limited to, SEC, Nasdaq and JSE Limited rules), use any Investor’s name in any written material provided to third parties, without such Investor’s prior written consent.

(b)     The Company shall not:

about the Investors Subscription or the subject matter of, or the transactions referred to in, this Agreement or the Subscription Agreement, including by way of press release, promotional and publicity materials, posting of information on websites, granting of interviews or other communications with the press, or otherwise, other than: (A) to such of its officers, employees and advisers as reasonably require such information in connection with the Investors Subscription or to comply with the terms of this Agreement or the Subscription Agreement; (B) to the extent required by law or regulation (including SEC, Nasdaq and JSE Limited rules); (C) to the extent required for it to enforce its rights under this Agreement; and (D) with the prior written consent of each Investor. Before any information is disclosed or any public announcement, communication or circulation made or issued pursuant to this Section 7.06(b) , the Company must consult with each Investor in advance about the timing, manner and content of the disclosure, announcement, communication or circulation (as the case may be).

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(c)     Each Investor shall hold any Confidential Information it receives from the Company in confidence, and (for so long as it remains Confidential Information) shall not without the consent of the Company reveal any Confidential Information to any Person other than such Investor’s directors, officers, employees, attorneys, independent registered public accounting firm, rating agencies, contractors and consultants (including, without limitation, technical and financial advisors) who need to know such information in connection with the performance of their duties for such Investor. The Investors agree that money damages would not be a sufficient remedy for any breach of the confidentiality obligation contained herein and that the Company shall have the right to seek equitable relief, including injunction and specific performance, as a remedy for any such breach or threat thereof, subject to the privileges and immunities contained in IFC’s Articles of Agreement, international treaties and Applicable Law. Such remedies shall not be deemed to be the exclusive remedies for a breach of such confidentiality provisions and shall be in addition to all other remedies available at law or in equity to the Company.

Section 7.07. Successors and Assigns . This Agreement binds and benefits the respective successors and assignees of the parties. However, (i) the Company may not assign, transfer or delegate any of its rights or obligations under this Agreement without the prior written consent of each Investor and (ii) no Investor may assign, transfer or delegate any of its rights or obligations under this Agreement other than to (x) one of the other Investors, (y) an Affiliate of such Investor or (z) any Person (other than those in sub-clauses (x) and (y)) without the prior written consent of the Company.

Section 7.08. Amendments, Waivers and Consents . Any amendment or waiver of, or any consent given under, any provision of this Agreement shall be in writing and, in the case of an amendment, signed by all of the parties hereto.

Section 7.09. Counterparts . This Agreement may be executed in several counterparts, each of which is an original, but all of which constitute one and the same agreement.

Section 7.10. Costs, Expenses and Third Party Claims . The Company shall (a) pay to the Investors or as the Investors may direct the reasonable and documented costs and expenses incurred by any Investor in relation to efforts to enforce or protect its rights under this Agreement, or the exercise of its rights or powers consequent upon or arising out of any breach of this Agreement, including reasonable and documented legal and other professional consultants’ fees, if the Investors are successful in whole or in part, and (b) shall indemnify, defend and hold harmless each Investor and its Affiliates from, against and in respect of any damages, losses, charges, liabilities, claims, payments, judgments, settlements, assessments, and costs and expenses (including attorneys’ fees, charges and disbursements) imposed on, sustained, incurred or suffered by, or asserted against such Investor or its Affiliates arising out of, in connection with, or related to any actual or prospective third party claim, litigation, investigation or proceeding relating to (x) any breach by the Company of any of its obligations under the Transaction Documents or (y) the gross negligence, willful misconduct or fraudulent acts of the Company or its directors, officers or employees in connection with any transaction contemplated thereby.

Section 7.11. Entire Agreement . This Agreement, together with the Subscription Agreement, supersedes all prior discussions, memoranda of understanding, agreements and arrangements (whether written or oral, including all correspondence and that certain Confidentiality Agreement between the parties dated September 24, 2015), if any, between the parties with respect to the subject matter of this Agreement, and this Agreement (together with any amendments or modifications and the other Transaction Documents) contains the sole and entire agreement between the parties with respect to the subject matter of this Agreement and the other Transaction Documents.

Section 7.12. Invalid Provisions . If any provision of this Agreement is held to be illegal, invalid or unenforceable under any law from time to time: (a) such provision will be fully severable;

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(b)     this Agreement will be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part hereof; and (c) the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid or unenforceable provision or by its severance herefrom so long as this Agreement as so modified continues to express, without material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s), the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).

( Signature Pages Follow)

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IN WITNESS WHEREOF, the parties hereto, acting through their duly authorized representatives, have caused this Agreement to be signed in their respective names as of the date first written above.

Signature Page – Policy Agreement

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ANNEX A

ANTI-CORRUPTION GUIDELINES FOR
IFC TRANSACTIONS

The purpose of these Guidelines is to clarify the meaning of the terms “Corrupt Practice”, “Fraudulent Practice”, “Coercive Practice”, “Collusive Practice” and “Obstructive Practice” in the context of the Investors’ operations.

A “Corrupt Practice” is the offering, giving, receiving or soliciting, directly or indirectly, of anything of value to influence improperly the actions of another party.

INTERPRETATION

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1}       The “World Bank” is the International Bank for Reconstruction and Development, an international organization established by Articles of Agreement among its member countries and the “World Bank Group” refers to the International Bank for Reconstruction and Development, the International Development Association, the International Finance Corporation, the Multilateral Investment Guarantee Agency, and the International Centre for Settlement of Investment Disputes.

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A “Fraudulent Practice” is any action or omission, including a misrepresentation that knowingly or recklessly misleads, or attempts to mislead, a party to obtain a financial or other benefit or to avoid an obligation.

INTERPRETATION

A “Coercive Practice” is impairing or harming, or threatening to impair or harm, directly or indirectly, any party or the property of the party to influence improperly the actions of a party.

INTERPRETATION

A “Collusive Practice” is an arrangement between two or more parties designed to achieve an improper purpose, including to influence improperly the actions of another party.

INTERPRETATION

Collusive Practices are actions undertaken for the purpose of bid rigging or in connection with public procurement or government contracting or in furtherance of a Corrupt Practice or a Fraudulent Practice.

An “Obstructive Practice” is (i) deliberately destroying, falsifying, altering or concealing of evidence material to the investigation or making of false statements to investigators, in order to materially impede a World Bank Group investigation into allegations of a Corrupt Practice, Fraudulent Practice, Coercive Practice or Collusive Practice, and/or threatening, harassing or intimidating any party to prevent it from disclosing its knowledge of matters relevant to the investigation or from pursuing the investigation, or (ii) an act intended to materially impede the exercise of IFC’s access to contractually required information in connection with a World Bank Group investigation into allegations of a Corrupt Practice, Fraudulent Practice, Coercive Practice or Collusive Practice.

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INTERPRETATION

Any action legally or otherwise properly taken by a party to maintain or preserve its regulatory, legal or constitutional rights such as the attorney-client privilege, regardless of whether such action had the effect of impeding an investigation, does not constitute an Obstructive Practice.

GENERAL INTERPRETATION

A person should not be liable for actions taken by unrelated third parties unless the first party participated in the prohibited act in question.

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ANNEX B

FORM OF ANNUAL MONITORING REPORT
I NTERNATIONAL F INANCE C ORPORATION

South Africa

Net 1 UEPS Technologies, Inc.

37402

REPORTING PERIOD: (month/year) through (month/year)

AMR COMPLETION DATE: (day/month/year)

Environment and Social Development Department
2121 Pennsylvania Avenue, NW
Washington, DC 20433 USA
www.ifc.org/enviro

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The Investors’ Policy Agreement requires the Company to prepare a comprehensive Annual Monitoring Report (AMR) for all of the Company’s relevant facilities and operations. This document comprises the Investors’ and the Company’s agreed format for environmental and social performance reporting. The AMR informs the Investors’ Environment and Social Development Department about the environmental and social state of the investment.

The following points should assist you in completing this form. Please be descriptive in your responses and attach additional information as needed .

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I certify that the data contained in this AMR completely and accurately represents the Company operations during this reporting period. I further certify that analytical data summaries ² incorporated in Section 6 are based upon data collected and analyzed in a manner consistent with the applicable IFC Environmental Health, & Safety (EHS) Guidelines.

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2} Raw analytical data upon which summaries are based should not be submitted with this AMR but must be preserved by the Company and presented to each Investor upon request.

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Name below the individual(s) in the Company who hold(s) responsibility for environmental and social performance (e.g. Environment Manager, Occupational Health and Safety Manager, Community Relations Manager) for all relevant Company Operations and give their contact information (Name, Address, Telephone Number, E-mail Address).

Describe any significant changes since the last report in the company or in day-to-day operations that may affect environmental and social performance. Describe any management initiatives (e.g. ISO 14001, ISO 9001, OHSAS 18001, SA8000, or equivalent Quality, Environmental and Occupational Health and Safety certifications). Attach summary reports, if relevant.

Provide the following information

Definitions:

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The Company is required to monitor, record, and report OHS incidents at all its facilities throughout the reporting period.

Please list any reports submitted to Host Country authorities, e.g. on pharmaceutical safety, OHS, fire and safety inspections, compliance monitoring, emergency exercises, as well as comments received and corrective actions taken. Monitoring and inspections from authorities with subsequent actions taken shall also be summarized and reported.

Please report on incidents during the reporting year. Contractor employees are required to adhere to comparable occupational health and safety standards. Expand or shrink the tables as needed.

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³ Incapacity to work for at least one full workday beyond the day on which the accident or illness occurred.

⁴ Lost workdays are the number of workdays (consecutive or not) beyond the date of injury or onset of illness that the employee was away from work or limited to restricted work activity because of an occupational injury or illness.

⁵ Vehicle Collision: When a vehicle (device used to transport people or things) collides (comes together with violent force) with another vehicle or inanimate or animate object(s) and results in injury (other than the need for First Aid) or death.

⁶ Calculate incidence using the following equation: incidence= total lost workdays/ 100,000 man-hours worked.

Use the total lost workdays to calculate the incidence for this reporting period, reporting periods 1 year ago and 2 years ago, as required above.

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⁷ Company personnel should be trained in environmental, health and safety matters including accident prevention, safe lifting practices, the use of Material Safety Data Sheets (MSDS), proper control and maintenance of equipment and facilities, personal protective equipment (PEP), emergency response, etc., as needed.

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If applicable, please explain any significant Occupational Health and Safety events not covered in the above OHS tables. This section could cover issues relating to road safety or activity of security guards, for example.

The Company personnel are required to report all environmental and social events ⁸ at all its facilities that may have caused damage; caused health problems; attracted the attention of outside parties; affected project labor or adjacent populations; affected cultural property; and/or Company liabilities. Attach photographs, plot plans, newspaper articles and all relevant supporting information that the Investors will need to be completely familiar with the incident and associated environmental and social issues.

Please report on the following topics, expanding or collapsing the table where needed.

Provide any additional information including the following:

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⁸ Examples of significant incidents follow. Fire; fatalities; ecological damage/destruction; legal/administrative notice of violation; penalties, fines, or increase in pollution charges; negative media attention; labor unrest or disputes.

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The Investors have developed a framework to help assess the development impacts of their investments. Many of their projects take on initiatives, develop processes, or install equipment that exceeds the Investors’ environmental and social requirements. This framework permits the Investors to rate project performance in various areas. Over the past year, has the Company made any changes to operations or participated in any efforts that have impacted the Company in the following areas?

If so, please offer details so we can assess your performance beyond our compliance criteria.

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ANNEX C

MINIMUM INSURANCE REQUIREMENTS

The insurances required to be arranged by the Company are those customarily expected of a similarly situated prudent public company, including but not limited to the following:

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SCHEDULE 1

FORM OF LETTER TO COMPANY’S AUDITORS

[Letterhead of the Company]

[Date]

[NAME OF AUDITORS]
[ADDRESS]

IFC Investment No. 37402
Letter to Auditors

Ladies and Gentlemen:

We hereby authorize and instruct you to give to International Finance Corporation, 2121 Pennsylvania Avenue, N.W., Washington, D.C. 20433, United States of America (“ IFC ”), IFC African, Latin American and Caribbean Fund, LP, 2121 Pennsylvania Avenue, N.W., Washington, D.C. 20433, United States of America (“ ALAC ”), IFC Financial Institutions Growth Fund, LP, 2121 Pennsylvania Avenue, N.W., Washington, D.C. 20433, United States of America (“ FIG ”) and Africa Capitalization Fund, Ltd., 2121 Pennsylvania Avenue, N.W., Washington, D.C. 20433, United States of America (“ AFCAP ” and, together with IFC, ALAC and FIG, the “ Investors ”), all such information as any Investor may reasonably request with regard to the financial statements (both audited and unaudited), accounts and operations of the undersigned company. We have agreed to supply that information and those statements under the terms of a Policy Agreement, dated April 11, 2016, by and among the undersigned company and the Investors named therein (the “ Policy Agreement ”). For your information we enclose a copy of the Policy Agreement.

We understand that any such information request will be evaluated with reference to the relevant auditing standards, laws and your formal policy and may be declined on these grounds. Should any request be declined, please provide the requesting Investor and the Company with a written explanation containing the reasons for your decision. We hereby agree to execute any customary indemnity and/or engagement letter you may require in advance of your providing to the Investors any information they may request.

For our records, please ensure that you send to us a copy of every letter that you receive from the Investors immediately upon receipt and a copy of each reply made by you immediately upon the issue of that reply.

Enclosure: Policy Agreement

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Washington, D.C. 20433
United States of America

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