<SEC-DOCUMENT>0001062993-11-004580.txt : 20111116
<SEC-HEADER>0001062993-11-004580.hdr.sgml : 20111116
<ACCEPTANCE-DATETIME>20111116160922
ACCESSION NUMBER:		0001062993-11-004580
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20111110
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20111116
DATE AS OF CHANGE:		20111116

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NET 1 UEPS TECHNOLOGIES INC
		CENTRAL INDEX KEY:			0001041514
		STANDARD INDUSTRIAL CLASSIFICATION:	FUNCTIONS RELATED TO DEPOSITORY BANKING, NEC [6099]
		IRS NUMBER:				980171860
		FISCAL YEAR END:			0630

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-31203
		FILM NUMBER:		111210170

	BUSINESS ADDRESS:	
		STREET 1:		4TH FLOOR, PRESIDENT PLACE
		STREET 2:		CNR. JAN SMUTS & BOLTON
		CITY:			ROSEBANK, JOHANNESBURG
		STATE:			T3
		ZIP:			00000
		BUSINESS PHONE:		27 11 343 2000

	MAIL ADDRESS:	
		STREET 1:		4TH FLOOR, PRESIDENT PLACE
		STREET 2:		CNR. JAN SMUTS & BOLTON
		CITY:			ROSEBANK, JOHANNESBURG
		STATE:			T3
		ZIP:			00000
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>form8k.htm
<DESCRIPTION>CURRENT REPORT
<TEXT>
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   <TITLE>Net 1 UEPS Technologies, Inc.: Form 8K - Filed by newsfilecorp.com</TITLE>
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<P align=center><B><FONT size=5>UNITED STATES</FONT><BR></B><B><FONT
size=5>SECURITIES AND EXCHANGE COMMISSION </FONT><BR>Washington, D.C. 20549
<BR>___________________________</B></P>
<P align=center><B><FONT size=5>FORM 8-K</FONT></B></P>
<P align=center><B>CURRENT REPORT<BR></B><B>Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934</B></P>
<P align=center>Date of Report (Date of earliest event reported): <u>November 16,
2011 (November 10, 2011)</u></P>
<P align=center><B><U><FONT size=5>NET 1 UEPS TECHNOLOGIES,
INC.</FONT></U><BR></B>(Exact name of registrant as specified in its
charter)</P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=center><u><B>Florida </B></u></TD>
    <TD align=center width="33%"><u><B>000-31203 </B></u></TD>
  <TD align=center width="33%"><u><B>98-0171860 </B></u></TD>
  </TR>
  <TR vAlign=top>
    <TD align=center>(State or other jurisdiction </TD>
    <TD align=center width="33%">(Commission </TD>
    <TD align=center width="33%">(IRS Employer </TD></TR>
  <TR vAlign=top>
    <TD align=center>of incorporation) </TD>
    <TD align=center width="33%">File Number) </TD>
    <TD align=center width="33%">Identification No.) </TD></TR></TABLE>
<P align=center><B><U>President Place, 4<B><SUP>th </SUP></B>Floor, Cnr. Jan
Smuts Avenue and Bolton Road Rosebank, Johannesburg, South
Africa</U></B><B><BR></B>(Address of principal executive offices) (ZIP Code)</P>
<P align=center>Registrant&#146;s telephone number, including area code:
<B><u>011-27-11-343-2000</u></B></P>
<P align=center>Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:</P>
<P align=center>[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)</P>
<P align=center>[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a -12)</P>
<P align=center>[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d -2(b))</P>
<P align=center>[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e -4(c))</P>
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<P align=justify><B>Item 1.01 Entry into a Material Definitive
Agreement.</B></P>
<P align=justify>On November 10, 2011, the Company, pursuant to the Stock
Purchase Agreement, dated July 18, 2005, by and among the Company, certain
present and former shareholders of the Company named therein, as sellers and
investment entities affiliated with General Atlantic LLC, as purchasers, granted
General Atlantic Partners 80, L.P., General Atlantic Partners 82, L.P., GapStar,
LLC, GAP Coinvestments III, LLC, GAP Coinvestments IV, LLC, GAPCO GmbH &amp; Co.
KG as a group (collectively, the &#147;General Atlantic Stockholders&#148;), registration
rights pursuant to a Registration Rights Agreement dated November 10, 2011 (the
&#147;Registration Rights Agreement&#148;), which provides the General Atlantic
Stockholders the right to require the Company to register shares of the
Company&#146;s common stock held by the General Atlantic Stockholders for
underwritten and non-underwritten offerings, including pursuant to a shelf
registration statement on Form S-3 registering all of the common stock held by
the General Atlantic Stockholders. The Registration Rights Agreement also
provides the General Atlantic Stockholders customary rights to require the
Company to include shares of common stock held by the General Atlantic
Stockholders in any other registration of shares of common stock initiated by
the Company or other stockholders of the Company. The foregoing description of
the Registration Rights Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the Registration
Rights Agreement, which is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.</P>
<P align=justify><B>Item 9.01 Financial Statements and Exhibits.</B></P>
<P align=justify><B>(d) Exhibits</B></P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left ><U>Exhibit No.</U> </TD>
    <TD align=left width="90%"><U>Description</U> </TD></TR>
  <TR vAlign=top>
    <TD align=left bgColor=#eeeeee ><a href="exhibit99-1.htm">99.1 </a></TD>
    <TD align=left width="90%" bgColor=#eeeeee><a href="exhibit99-1.htm">Registration Rights Agreement
      dated November 10, 2011 between the Company and the General Atlantic
      Stockholders. </a></TD>
  </TR></TABLE>
<BR>
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<P align=center><B>SIGNATURES</B></P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly authorized.</P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="50%"  colSpan=2><B>NET 1 UEPS
      TECHNOLOGIES, INC.</B> </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="5%"  >&nbsp;</TD>
    <TD width="45%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="5%"  >&nbsp;</TD>
    <TD width="45%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left >Date: November 16, 2011 </TD>
    <TD align=left width="5%"  >By: </TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="45%">/s/
      Serge C.P. Belamant </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="5%"  >&nbsp;</TD>
    <TD align=left width="45%">Dr. Serge C.P. Belamant </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="5%"  >&nbsp;</TD>
    <TD align=left width="45%">Chief Executive Officer and Chairman of </TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; </TD>
    <TD align=left width="5%"  >&nbsp;</TD>
    <TD align=left width="45%">the Board </TD></TR></TABLE><BR>
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</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>exhibit99-1.htm
<DESCRIPTION>REGISTRATION RIGHTS AGREEMENT
<TEXT>
<HTML>
<HEAD>
   <TITLE>Net 1 UEPS Technologies, Inc.: Exhibit 99.1 - Filed by newsfilecorp.com</TITLE>
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<P align=right><B>EXHIBIT 99.1</B></P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR>
    <TD style="BORDER-TOP: #000000 2px solid" align=left
    >&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD align=center>REGISTRATION RIGHTS AGREEMENT </TD></TR></TABLE>
<P align=center>by and among</P>
<P align=center>GENERAL ATLANTIC PARTNERS 80, L.P., </P>
<P align=center>GENERAL ATLANTIC PARTNERS 82, L.P., </P>
<P align=center>GAPSTAR, LLC, </P>
<P align=center>GAP COINVESTMENTS III, LLC, </P>
<P align=center>GAP COINVESTMENTS IV, LLC, </P>
<P align=center>GAPCO GMBH &amp; CO. KG </P>
<P align=center>and </P>
<P align=center>NET 1 UEPS TECHNOLOGIES, INC.</P>
<DIV align=center>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="60%" border=0>

  <TR>
    <TD style="BORDER-TOP: #000000 1px solid" align=left
    >&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD align=center>Dated as of November 10, 2011 </TD></TR>
  <TR>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left
    >&nbsp;</TD></TR></TABLE></DIV><BR>
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<P align=center><B>Table of Contents</B></P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left >&nbsp;</TD>
    <TD align=left width="75%" >&nbsp; </TD>
    <TD align=right width="9%"><B><U>Page</U></B>  </TD>
  </TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="75%" >&nbsp; </TD>
    <TD width="9%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="75%" >&nbsp; </TD>
    <TD width="9%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left bgColor=#eeeeee colSpan=2 ><A
      href="#page_3">ARTICLE I Definitions </A></TD>
    <TD align=right width="9%" bgColor=#eeeeee><A href="#page_3">1 </A></TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;
      &nbsp; &nbsp; &nbsp; &nbsp;<A href="#page_3">1.1 </A></TD>
    <TD align=left width="75%" ><A href="#page_3">Defined Terms
      </A></TD>
    <TD align=right width="9%"><A href="#page_3">1 </A></TD></TR>
  <TR vAlign=top>
    <TD align=left bgColor=#eeeeee >&nbsp; &nbsp; &nbsp; &nbsp;
      &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;<A href="#page_6">1.2 </A></TD>
    <TD align=left width="75%" bgColor=#eeeeee ><A
      href="#page_6">Other Definitional Provisions; Interpretation </A></TD>
    <TD align=right width="9%" bgColor=#eeeeee><A href="#page_6">4 </A></TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="75%" >&nbsp; </TD>
    <TD width="9%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left bgColor=#eeeeee ><A href="#page_7">ARTICLE II
      </A></TD>
    <TD align=left width="75%" bgColor=#eeeeee ><A
      href="#page_7">Registration Rights </A></TD>
    <TD align=right width="9%" bgColor=#eeeeee><A href="#page_7">5 </A></TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;
      &nbsp; &nbsp; &nbsp; &nbsp;<A href="#page_7">2.1 </A></TD>
    <TD align=left width="75%" ><A href="#page_7">Securities Act
      Registration on Request </A></TD>
    <TD align=right width="9%"><A href="#page_7">5 </A></TD></TR>
  <TR vAlign=top>
    <TD align=left bgColor=#eeeeee >&nbsp; &nbsp; &nbsp; &nbsp;
      &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;<A href="#page_10">2.2 </A></TD>
    <TD align=left width="75%" bgColor=#eeeeee ><A
      href="#page_10">Piggyback Registration </A></TD>
    <TD align=right width="9%" bgColor=#eeeeee><A href="#page_10">8 </A></TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;
      &nbsp; &nbsp; &nbsp; &nbsp;<A href="#page_11">2.3 </A></TD>
    <TD align=left width="75%" ><A href="#page_11">Expenses
    </A></TD>
    <TD align=right width="9%"><A href="#page_11">9 </A></TD></TR>
  <TR vAlign=top>
    <TD align=left bgColor=#eeeeee >&nbsp; &nbsp; &nbsp; &nbsp;
      &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;<A href="#page_11">2.4 </A></TD>
    <TD align=left width="75%" bgColor=#eeeeee ><A
      href="#page_11">Registration Procedures </A></TD>
    <TD align=right width="9%" bgColor=#eeeeee><A href="#page_11">9 </A></TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;
      &nbsp; &nbsp; &nbsp; &nbsp;<A href="#page_16">2.5 </A></TD>
    <TD align=left width="75%" ><A href="#page_16">Underwritten
      Offerings. </A></TD>
    <TD align=right width="9%"><A href="#page_16">14 </A></TD></TR>
  <TR vAlign=top>
    <TD align=left bgColor=#eeeeee >&nbsp; &nbsp; &nbsp; &nbsp;
      &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;<A href="#page_18">2.6 </A></TD>
    <TD align=left width="75%" bgColor=#eeeeee ><A
      href="#page_18">Preparation: Reasonable Investigation. </A></TD>
    <TD align=right width="9%" bgColor=#eeeeee><A href="#page_18">16
</A></TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;
      &nbsp; &nbsp; &nbsp; &nbsp;<A href="#page_19">2.7 </A></TD>
    <TD align=left width="75%" ><A href="#page_19">Postponements
      </A></TD>
    <TD align=right width="9%"><A href="#page_19">17 </A></TD></TR>
  <TR vAlign=top>
    <TD align=left bgColor=#eeeeee >&nbsp; &nbsp; &nbsp; &nbsp;
      &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;<A href="#page_19">2.8 </A></TD>
    <TD align=left width="75%" bgColor=#eeeeee ><A
      href="#page_19">Indemnification by the Company </A></TD>
    <TD align=right width="9%" bgColor=#eeeeee><A href="#page_19">17
</A></TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;
      &nbsp; &nbsp; &nbsp; &nbsp;<A href="#page_22">2.9 </A></TD>
    <TD align=left width="75%" ><A href="#page_22">Registration
      Rights to Others. </A></TD>
    <TD align=right width="9%"><A href="#page_22">20 </A></TD></TR>
  <TR vAlign=top>
    <TD align=left bgColor=#eeeeee >&nbsp; &nbsp; &nbsp; &nbsp;
      &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;<A href="#page_22">2.10 </A></TD>
    <TD align=left width="75%" bgColor=#eeeeee ><A
      href="#page_22">Adjustments Affecting Registrable Common Stock. </A></TD>
    <TD align=right width="9%" bgColor=#eeeeee><A href="#page_22">20
</A></TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;
      &nbsp; &nbsp; &nbsp; &nbsp;<A href="#page_23">2.11 </A></TD>
    <TD align=left width="75%" ><A href="#page_23">Rule 144 and
      Rule 144A. </A></TD>
    <TD align=right width="9%"><A href="#page_23">21 </A></TD></TR>
  <TR vAlign=top>
    <TD align=left bgColor=#eeeeee >&nbsp; &nbsp; &nbsp; &nbsp;
      &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;<A href="#page_23">2.12 </A></TD>
    <TD align=left width="75%" bgColor=#eeeeee ><A
      href="#page_23">Nominees for Beneficial Owners. </A></TD>
    <TD align=right width="9%" bgColor=#eeeeee><A href="#page_23">21
</A></TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;
      &nbsp; &nbsp; &nbsp; &nbsp;<A href="#page_23">2.13 </A></TD>
    <TD align=left width="75%" ><A href="#page_23">Calculation of
      Percentage or Number of Shares of Registrable Common Stock</A></TD>
    <TD align=right width="9%">&nbsp; <A href="#page_23">21</A></TD></TR>
  <TR vAlign=top>
    <TD align=left bgColor=#eeeeee >&nbsp; &nbsp; &nbsp; &nbsp;
      &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;<A href="#page_23">2.14 </A></TD>
    <TD align=left width="75%" bgColor=#eeeeee ><A
      href="#page_23">Termination of Registration Rights </A></TD>
    <TD align=right width="9%" bgColor=#eeeeee><A href="#page_23">21
</A></TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="75%" >&nbsp; </TD>
    <TD width="9%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left bgColor=#eeeeee colSpan=2 ><A
      href="#page_23">ARTICLE III Miscellaneous </A></TD>
    <TD align=right width="9%" bgColor=#eeeeee><A href="#page_23">21
</A></TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;
      &nbsp; &nbsp; &nbsp; &nbsp;<A href="#page_23">3.1 </A></TD>
    <TD align=left width="75%" ><A href="#page_23">Injunctive
      Relief </A></TD>
    <TD align=right width="9%"><A href="#page_23">21 </A></TD></TR>
  <TR vAlign=top>
    <TD align=left bgColor=#eeeeee >&nbsp; &nbsp; &nbsp; &nbsp;
      &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;<A href="#page_24">3.2 </A></TD>
    <TD align=left width="75%" bgColor=#eeeeee ><A
      href="#page_24">Amendments; Entire Agreement </A></TD>
    <TD align=right width="9%" bgColor=#eeeeee><A href="#page_24">22
</A></TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;
      &nbsp; &nbsp; &nbsp; &nbsp;<A href="#page_24">3.3 </A></TD>
    <TD align=left width="75%" ><A href="#page_24">Severability
      </A></TD>
    <TD align=right width="9%"><A href="#page_24">22 </A></TD></TR>
  <TR vAlign=top>
    <TD align=left bgColor=#eeeeee >&nbsp; &nbsp; &nbsp; &nbsp;
      &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;<A href="#page_24">3.4 </A></TD>
    <TD align=left width="75%" bgColor=#eeeeee ><A
      href="#page_24">Successors, Assigns and Transferees. </A></TD>
    <TD align=right width="9%" bgColor=#eeeeee><A href="#page_24">22
</A></TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;
      &nbsp; &nbsp; &nbsp; &nbsp;<A href="#page_24">3.5 </A></TD>
    <TD align=left width="75%" ><A href="#page_24">Notices
</A></TD>
    <TD align=right width="9%"><A href="#page_24">22 </A></TD></TR>
  <TR vAlign=top>
    <TD align=left bgColor=#eeeeee >&nbsp; &nbsp; &nbsp; &nbsp;
      &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;<A href="#page_24">3.6 </A></TD>
    <TD align=left width="75%" bgColor=#eeeeee ><A
      href="#page_24">Counterparts. </A></TD>
    <TD align=right width="9%" bgColor=#eeeeee><A href="#page_24">22
</A></TD></TR>
  <TR vAlign=top>
    <TD align=left >&nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;
      &nbsp; &nbsp; &nbsp; &nbsp;<A href="#page_25">3.7 </A></TD>
    <TD align=left width="75%" ><A href="#page_25">Governing Law;
      Consent to Jurisdiction </A></TD>
    <TD align=right width="9%"><A href="#page_25">23 </A></TD></TR>
  <TR vAlign=top>
    <TD align=left bgColor=#eeeeee >&nbsp; &nbsp; &nbsp; &nbsp;
      &nbsp; &nbsp; &nbsp; &nbsp; &nbsp; &nbsp;<A href="#page_25">3.8 </A></TD>
    <TD align=left width="75%" bgColor=#eeeeee ><A
      href="#page_25">Waiver of July Trial. </A></TD>
    <TD align=right width="9%" bgColor=#eeeeee><A href="#page_25">23
</A></TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="75%" >&nbsp; </TD>
    <TD width="9%">&nbsp; </TD></TR>
  <TR>
    <TD bgColor=#eeeeee >&nbsp; </TD>
    <TD width="75%" bgColor=#eeeeee >&nbsp; </TD>
    <TD width="9%" bgColor=#eeeeee>&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left colSpan=2 >SCHEDULES: </TD>
    <TD align=left width="9%">&nbsp; </TD></TR>
  <TR>
    <TD bgColor=#eeeeee >&nbsp; </TD>
    <TD width="75%" bgColor=#eeeeee >&nbsp; </TD>
    <TD width="9%" bgColor=#eeeeee>&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left colSpan=2 ><a href="#page_28">SCHEDULE A &#150; NOTICES </a></TD>
  <TD align=left width="9%">&nbsp; </TD></TR></TABLE>
<BR>
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<P align=center><U>REGISTRATION RIGHTS AGREEMENT</U></P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;REGISTRATION RIGHTS AGREEMENT,
dated as of November 10, 2011, by and among NET 1 UEPS TECHNOLOGIES, INC., a
Florida corporation (the &#147;<U>Company</U>&#148;); General Atlantic Partners 80, L.P.,
a Delaware limited partnership (&#147;<U>GAP LP</U>&#148;); General Atlantic Partners 82,
L.P., a Delaware limited partnership (&#147;<U>GAP 82</U>&#148;); GapStar, LLC, a Delaware
limited liability company (&#147;<U>GapStar</U>&#148;); GAP Coinvestments III, LLC, a
Delaware limited liability company (&#147;<U>GAP Coinvestments III</U>&#148;); GAP
Coinvestments IV, LLC, a Delaware limited liability company (&#147;<U>GAP
Coinvestments IV</U>&#148;); and GAPCO GmbH &amp; Co. KG, a German limited
partnership (&#147;<U>GAPCO KG</U>&#148;).</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;WHEREAS, pursuant to Section 8.5
of that certain Stock Purchase Agreement, dated as of July 18, 2005 (the
&#147;<U>General Atlantic Stock Purchase Agreement</U>&#148;), by and among the Company
and General Atlantic, the Company agreed to enter into a registration rights
agreement with General Atlantic in accordance with the registration rights and
conditions generally set forth therein;</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;NOW, THEREFORE, in consideration
of the mutual covenants and agreements herein contained, the parties hereto
agree as follows:</P>
<P align=center>ARTICLE I</P>
<P align=center>DEFINITIONS</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.1 <U>Defined Terms</U>. As used
in this Agreement, terms defined in the headings and the recitals shall have
their respective assigned meanings, and the following capitalized terms shall
have the meanings ascribed to them below:</P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Affiliate</U>&#148; shall mean any
Person who is an &#147;affiliate&#148; of such Person as defined in Rule 12b-2 of the
General Rules and Regulations under the Exchange Act.</P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Agreement</U>&#148; means this
Registration Rights Agreement, as the same may be amended, supplemented or
otherwise modified from time to time.</P>
<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp; &#147;<U>Board</U>&#148;
shall mean the Board of Directors of the Company.</P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Business Day</U>&#148; means any day
except a Saturday, Sunday or other day on which commercial banks in New York
City and/or South Africa are authorized or required by law to be closed.</P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Closing Price</U>&#148; means, with
respect to the Registrable Common Stock, as of the date of determination: (a) if
the Registrable Common Stock is listed on a national securities exchange, the
closing price per share of the Registrable Common Stock on such date published
in <U>The Wall Street Journal (National Edition) </U>or, if no such closing
price on such date is published in <U>The Wall Street Journal (National
Edition)</U>, the average of the closing bid and asked prices on such date, as
officially reported on the principal national securities exchange on which the
Registrable Common Stock is then listed or admitted to trading; (b) if the
Registrable Common Stock is not then listed or admitted to trading on any national securities
exchange but is designated as a national market system security by FINRA, the
last trading price per share of the Registrable Common Stock on such date; (c)
if there shall have been no trading on such date or if the Registrable Common
Stock is not designated as a national market system security by FINRA, the
average of the reported closing bid and asked prices of the Registrable Common
Stock on such date as shown by The Nasdaq Global Select Market (or its
successor) and reported by any member firm of The New York Stock Exchange, Inc.
selected by the Company; or (d) if none of (a), (b) or (c) is applicable, a
market price per share determined in good faith by the Board. If trading is
conducted on a continuous basis on any exchange, then the closing price shall be
determined at 4:00 p.m., New York City time.</P>
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<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Commission</U>&#148; means the U.S.
Securities and Exchange Commission or any similar agency then having
jurisdiction to enforce the Securities Act.</P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Common Stock</U>&#148; means the
shares of common stock, $.001 par value per share, of the Company, as adjusted
to reflect any merger, consolidation, recapitalization, reclassification,
split-up, stock dividend, rights offering or reverse stock split made, declared
or effected with respect to the Common Stock.</P>
<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;
&#147;<U>Company</U>&#148; has the meaning set forth in the preamble to this
Agreement.</P>
<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp; &#147;<U>Company
Indemnitee</U>&#148; has the meaning set forth in Section 2.8(a) hereof.</P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Exchange Act</U>&#148; means the U.S.
Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder, or any similar or successor statute.</P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Expenses</U>&#148; means all expenses
incurred by the Company incident to the Company&#146;s performance of or compliance
with its obligations under this Agreement, including, without limitation, all
registration, filing, listing, stock exchange and FINRA fees, all fees and
expenses of complying with state securities or blue sky laws (including the
reasonable fees, disbursements and other charges of counsel for the underwriters
in connection with blue sky filings), all of the Company&#146;s word processing,
duplicating and printing expenses, messenger, telephone and delivery expenses,
the fees, disbursements and other charges of counsel for the Company and of its
independent registered public accounting firm, including the expenses incurred
in connection with &#147;cold comfort&#148; letters required by or incident to such
performance and compliance, the fees and expenses incurred by the Company in
connection with the listing of the securities to be registered on each
securities exchange or national market system on which similar securities issued
by the Company are then listed, any fees and disbursements of underwriters
customarily paid by issuers or sellers of securities, the fees and expenses of
any special experts retained by the Company in connection with such
registration, and the fees and expenses of other persons retained by the
Company, but excluding underwriting discounts and commissions and applicable
transfer taxes, if any, and any fees and expenses of counsel for any seller of
Registrable Common Stock which discounts, commissions, transfer taxes, fees and
expenses shall be borne by the seller or sellers of Registrable Common Stock in
all cases.</P>
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<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp; &#147;<U>FINRA</U>&#148;
means the Financial Industry Regulatory Authority, Inc.</P>
<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp; &#147;<U>GA
LLC</U>&#148; means General Atlantic LLC.</P>
<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>GAP
Coinvestments III</U>&#148; has the meaning set forth in the preamble to this
Agreement.</P>
<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>GAP
Coinvestments IV</U>&#148; has the meaning set forth in the preamble to this
Agreement.</P>
<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp; &#147;<U>GAPCO
KG</U>&#148; has the meaning set forth in the preamble to this Agreement.</P>
<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp; &#147;<U>GAP
LP</U>&#148; has the meaning set forth in the preamble to this Agreement.</P>
<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;
&#147;<U>GapStar</U>&#148; has the meaning set forth in the preamble to this
Agreement.</P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>General Atlantic</U>&#148; means GAP
LP, GAP 82, GapStar, GAP Coinvestment III, GAP Coinvestment IV, GAPCO KG and any
Affiliate of GA LLC that acquires Registrable Common Stock and any Person to
whom General Atlantic shall have transferred or assigned its registration rights
in accordance with this Agreement.</P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>General Atlantic Stock Purchase
Agreement</U>&#148; has the meaning set forth in the recitals to this Agreement.</P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Governmental Authority</U>&#148;
means (a) the government of any nation, state, city, locality or other political
subdivision thereof, (b) any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government, and (c)
any corporation or other entity owned or controlled, through stock or capital
ownership or otherwise, by any of the foregoing.</P>
<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp; &#147;<U>Loss</U>&#148;
and &#147;<U>Losses</U>&#148; have the meanings set forth in Section 2.8(a) hereof. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Market Price</U>&#148; means, on any
date of determination, the average of the daily Closing Price of the Registrable
Common Stock during the immediately preceding thirty (30) days on which the
national securities exchanges are open for trading.</P>
<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp; &#147;<U>Offering
Documents</U>&#148; has the meaning set forth in Section 2.8(a) hereof. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Person</U>&#148; means any
individual, corporation, partnership, firm, joint venture, association, joint
stock company, trust, unincorporated organization or other entity. </P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Piggyback Requesting
Shareholder</U>&#148; has the meaning set forth in Section 2.2 hereof.</P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Public Offering</U>&#148; means a
public offering and sale of Common Stock pursuant to an effective registration
statement filed under the Securities Act.</P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Registrable Common Stock</U>&#148;
means, with respect to any Shareholder, any of the Common Stock owned by such
Shareholder as of the date hereof and any shares of Common Stock acquired by such
Shareholder or any of its Affiliates after the date hereof if such Shareholder
or Affiliate is an Affiliate of the Company on the date of such acquisition;
  <U>provided</U>, <U>however</U>, that a share of Common Stock will cease to be
Registrable Common Stock upon the earliest to occur of the time that (i) such
share has been sold under a registration statement effected pursuant hereto or
pursuant to Rule 144 promulgated under the Securities Act; (ii) such share,
along with all of the other shares held by such Shareholder, may immediately be
sold under Rule 144 in a given ninety (90) day period and such Shareholder owns
less than 1% of the outstanding Common Stock; (iii) such share is eligible for
sale under Rule 144(b)(1) without regard to the volume limitations contained in
Rule 144(e); or (iv) such share is proposed to be sold or distributed by a
person not entitled to registration rights granted by this Agreement.</P>
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<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Securities Act</U>&#148; means the
U.S. Securities Act of 1933, as amended, and the rules and regulations
thereunder, or any similar or successor statute.</P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Selling Shareholders</U>&#148; means
the holders of Registrable Common Stock requested to be registered pursuant
hereto.</P>
<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;
&#147;<U>Shareholder Information</U>&#148; has the meaning set forth in Section 2.4
hereof.</P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Shareholders</U>&#148; means General
Atlantic and any Person to whom General Atlantic shall have transferred or
assigned its registration rights in accordance with this Agreement.</P>
<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;
&#147;<U>Shareholder Indemnitee</U>&#148; has the meaning set forth in Section 2.8(b)
hereof.</P>
<P style="MARGIN-LEFT: 5%"
align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Subsidiary</U>&#148; shall mean with
respect to any Person, any corporation, partnership, association or other
business entity of which fifty percent (50%) or more of the total voting power
of shares of capital stock entitled (without regard to the occurrence of any
contingency) to vote generally in the election of directors, managers or
trustees thereof, or fifty percent (50%) or more of the equity interest therein,
is at the time owned or controlled, directly or indirectly, by any Person or one
or more of the other Subsidiaries of such Person or a combination thereof.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.2 <U>Other Definitional
Provisions; Interpretation</U>. The words &#147;hereof&#148;, &#147;herein&#148;, and &#147;hereunder&#148;
and words of similar import when used in this Agreement shall refer to this
Agreement as a whole and not to any particular provision of this Agreement, and
Section, Subsection and Schedule references are to this Agreement unless
otherwise specified.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) The headings in this
Agreement are included for convenience of reference only and shall not limit or
otherwise affect the meaning or interpretation of this Agreement.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) The meanings given to terms
defined herein shall be equally applicable to both the singular and plural forms
of such terms.</P>
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<P align=center>ARTICLE II</P>
<P align=center>REGISTRATION RIGHTS</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.1 <U>Securities Act
Registration on Request</U>.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp; (a) <U>Request</U>. At any time and
from time to time after the date hereof, General Atlantic may make a written
request to the Company for the registration with the Commission under the
Securities Act of all or part of such Shareholder&#146;s Registrable Common Stock
which request shall specify the number of shares of Registrable Common Stock to
be disposed of by each such Shareholder and the proposed plan of distribution
therefor. Upon the receipt of any request for registration made in accordance
with the terms of this paragraph, the Company will use its reasonable best
efforts to effect, at the earliest practicable date, such registration under the
Securities Act of:</P>
<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) the
Registrable Common Stock which the Company has been so requested to register by
General Atlantic; <U>provided </U>that,</P>
<P style="MARGIN-LEFT: 10%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(A) the
Company shall not be required to effect more than a total of two demand
registrations for underwritten Public Offerings pursuant to this Section 2.1(a)
for General Atlantic;</P>
<P style="MARGIN-LEFT: 10%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(B) if
the Company has previously effected a registration for a underwritten Public
Offering pursuant to this Section 2.1(a) or Section 2.1(g) hereof or has
previously effected a registration for an underwritten public Offering of which
notice has been given to the Shareholders pursuant to Section 2 hereof, the
Company shall not be required to effect any registration for an underwritten
Public Offering pursuant to this Section 2.1(a) until a period of 180 days shall
have elapsed from the date on which such previous registration ceased to be
effective;</P>
<P style="MARGIN-LEFT: 10%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(C) any
Shareholder whose Registrable Common Stock was to be included in any such
registration pursuant to this Section 2.1(a), by written notice to the Company,
may withdraw such request and, on receipt of such notice of the withdrawal of
such request from Shareholders holding a percentage of Registrable Common Stock,
such that the Shareholders that have not elected to withdraw do not hold, in the
aggregate, the requisite percentage or amount of the Registrable Common Stock to
require or initiate a request for a registration under clause (D) of this
Section 2.1(a), the Company shall not be required to effect such registration;
<U>provided </U>that, if the Shareholder or Shareholders that have elected to
withdraw such registration agree to pay the Expenses related to such
registration, then the request for registration shall not be counted for
purposes of determining the number of registrations to which such Shareholders
are entitled pursuant to this Section 2.1;</P>
<P style="MARGIN-LEFT: 10%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(D) the
Company shall not be required to effect any registration for an underwritten
Public Offering to be effected pursuant to this Section 2.1(a) unless the shares
of Registrable Common Stock proposed to be sold in such registration have an
aggregate price (calculated based upon the Market Price of such Registrable Common Stock as of
the date of such request) of at least $10,000,000; and</P>
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<P style="MARGIN-LEFT: 10%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(E) if
at the time a demand for registration is made under this Section 2.1(a), the
Company is a &#147;well-known seasoned issuer&#148; (as defined in Rule 405 of the
Securities Act) then the Company&#146;s obligation to file a registration statement
under this Section 2.1(a) shall be deemed satisfied if there is a Form S-3 on
file pursuant to which General Atlantic shall be entitled to dispose of all its
Registrable Common Stock that it has requested to register.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <U>Registration of Other
Securities</U>. Whenever the Company shall effect a registration pursuant to
Section 2.1(a) hereof, no securities other than (i) Registrable Common Stock and
(ii) subject to Section 2.1(f), Common Stock to be sold by the Company for its
own account shall be included among the securities covered by such registration
unless the Selling Shareholders holding not less than a majority of the shares
of Registrable Common Stock to be covered by such registration shall have
consented in writing to the inclusion of such other securities.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) <U>Registration Statement
Form</U>. Registrations under Section 2.1(a) hereof shall be on Form S-1 or, if
permitted by law, Form S-3 (or, in either case, any successor forms thereto) and
shall permit the disposition of the Registrable Common Stock pursuant to an
underwritten Public Offering unless General Atlantic determines otherwise, in
which case pursuant to the method of disposition determined by General Atlantic.
The Company agrees to include in any such registration statement filed pursuant
to Section 2.1(a) hereof all information which General Atlantic shall reasonably
request.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) <U>Effective Registration
Statement</U>. A registration requested pursuant to Section 2.1(a) or Section
2.1(g) hereof shall not be deemed to have been effected</P>
<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)
unless a registration statement with respect thereto has become effective by the
Commission and remains effective in compliance with the provisions of the
Securities Act and the laws of any state or other jurisdiction applicable to the
disposition of Registrable Common Stock covered by such registration statement
until such time as all of such Registrable Common Stock have been disposed of in
accordance with such registration statement or there shall cease to be any
Registrable Common Stock;</P>
<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) if,
after it has become effective, such registration is interfered with by any stop
order, injunction or other order or requirement of the Commission or other
Governmental Authority or court for any reason other than a violation of
applicable law solely by any Selling Shareholder and has not thereafter become
effective; or</P>
<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) if,
in the case of an underwritten Public Offering, the conditions to closing
specified in an underwriting agreement to which the Company is a party are not
satisfied or waived other than by reason of any breach or failure by any Selling
Shareholder or are not otherwise waived.</P>
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<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The holders of Registrable Common
Stock to be included in a registration statement may at any time terminate a
request for registration made pursuant to Section 2.1(a) in accordance with
Section 2.1(a)(i)(C) .</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) <U>Selection of
Underwriters</U>. The underwriter or underwriters of each underwritten Public
Offering, if any, of the Registrable Common Stock to be registered pursuant to
Section 2.1(a) or Section 2.2 hereof shall be an internationally recognized
investment bank mutually selected by General Atlantic and the Company.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) <U>Priority in Requested
Registration</U>. If a registration under this Section 2 involves an
underwritten Public Offering, and the managing underwriter of such underwritten
Public Offering shall advise the Company in writing (with a copy to each Selling
Shareholder requesting that Registrable Common Stock be included in such
registration statement) that, in its opinion, the number of shares of
Registrable Common Stock requested to be included in such registration exceeds
the number of such securities that can be sold in such offering within a price
range stated to such managing underwriter by General Atlantic to be acceptable
to it, the Company shall include in such registration, to the extent of the
number and type of securities which the Company is advised can be sold in such
offering, all Registrable Common Stock requested to be registered pursuant to
Section 2.1(a) hereof, (i) first, all of the shares of Registrable Common Stock
being sold for the account of General Atlantic, <U>pro rata </U>(if necessary)
among General Atlantic and any of its transferees or assignees of registration
rights hereunder (if any) based on the number of shares of Registrable Common
Stock requested to be included in such registration by such Shareholders, and
(ii) second, to the Company.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g) <U>Shelf Registration</U>.
General Atlantic may make a written request that the Company file a shelf
registration statement (a &#147;<U>Shelf Registration Statement</U>&#148;) pursuant to
Rule 415 promulgated under the Securities Act (a &#147;<U>Shelf Registration</U>&#148;)
and any related qualification or compliance with respect to all or part of the
Registrable Common Stock owned by General Atlantic provided that General
Atlantic propose to sell shares of its Registrable Common Stock having an
aggregate price (calculated based upon the Market Price of such Registrable
Common Stock as of the date of such request) of at least $10,000,000. The
Company shall as soon as practicable, use its reasonable best efforts to file
such Shelf Registration Statement under the Securities Act at the earliest
practicable date, but in any event not later than 30 days after the Shelf
Registration is requested, and use its reasonable best efforts to have such
Shelf Registration Statement thereafter become effective with the Commission at
the earliest practicable date. The Company agrees to use its reasonable best
efforts to keep the Shelf Registration Statement continuously effective for the
period beginning on the date on which the Shelf Registration Statement becomes
effective under the Securities Act until the earlier to occur of (i) eighteen
(18) months thereafter (plus a number of Business Days equal to the number of
Business Days, if any, that the Shelf Registration Statement is not kept
effective after the initial date of its effectiveness and prior to eighteen (18)
months thereafter pursuant to Section 2.7(b) or otherwise), (ii) the day after
the date on which all of the Registrable Common Stock covered by the Shelf
Registration Statement has been sold pursuant to the Shelf Registration
Statement or another registration statement and (iii) the first date on which
there shall cease to be any Registrable Common Stock covered by such Shelf
Registration Statement. The Company further agrees, if necessary, to supplement
or amend the Shelf Registration Statement, if required by the rules, regulations
or instructions applicable to the registration form used by the Company for such Shelf Registration or by the Securities Act or by any
other rules and regulations thereunder for Shelf Registration, and the Company
agrees to furnish to General Atlantic copies of any such supplement or amendment
promptly after its being issued or filed with the Commission. No registration
requested by General Atlantic pursuant to this Section 2.1(g) shall be deemed a
registration pursuant to Section 2.1(a); <U>provided </U>that if any offering by
General Atlantic made pursuant to the Shelf Registration Statement is an
underwritten Public Offering or otherwise includes the participation by an
underwriter which requires legal opinions, comfort letters, due diligence or
other actions or efforts customarily associated with an underwritten Public
Offering including but not limited to a roadshow in which the Company&#146;s
management is requested to participate then such offering shall constitute a
demand registration pursuant to Section 2.1(a) . Not more than one registration
pursuant to this Section 2.1(g) shall be required in a given twelve month
period. If at the time a request for a shelf registration is made under this
Section 2.1(g), the Company is a &#147;well-known seasoned issuer&#148; (as defined in
Rule 405 of the Securities Act) then the Company&#146;s obligation to file a
registration statement under this Section 2.1(g) shall be deemed satisfied if
there is a Form S-3 on file pursuant to which the requesting Shareholder shall
be entitled to dispose of all its Registrable Common Stock that it has requested
to register. Notwithstanding anything to the contrary herein, at any time that a
Shelf Registration Statement registering the shares of Registrable Common Stock
of General Atlantic shall be effective, General Atlantic shall be permitted to
effect an unlimited number of non-underwritten offerings or shelf-take-downs off
the Shelf Registration Statement.</P>
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<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.2 <U>Piggyback
Registration</U>. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp; If the Company proposes to register
any of its securities under the Securities Act by registration on any forms
other than Form S-4 or S-8 (or any successor or similar form(s)), whether or not
pursuant to registration rights granted to other holders of its securities and
whether or not for sale for its own account, it shall give prompt written notice
to all of the Shareholders of its intention to do so and of such Shareholders&#146;
rights (if any) under this Section 2.2, which notice, in any event, shall be
given at least 30 days prior to such proposed registration. Upon the written
request of any Shareholder receiving notice of such proposed registration that
is a holder of Registrable Common Stock (a &#147;<U>Piggyback Requesting</U>
<U>Shareholder</U>&#148;) made within 20 days after the receipt of any such notice
(10 days if the Company states in such written notice or gives telephonic notice
to the relevant securityholders, with written confirmation to follow promptly
thereafter, stating that (i) such registration will be on Form S-3 and (ii) such
shorter period of time is required because of a planned filing date), which
request shall specify the Registrable Common Stock intended to be disposed of by
such Piggyback Requesting Shareholder, the Company shall, subject to Section
2.5(b) hereof, effect the registration under the Securities Act of all
Registrable Common Stock which the Company has been so requested to register by
the Piggyback Requesting Shareholders thereof; <U>provided </U>that,</P>
<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) prior
to the effective date of the registration statement filed in connection with
such registration, promptly following receipt of notification by the Company
from the managing underwriter (if an underwritten Public Offering) of the price
at which such securities are to be sold, the Company shall so advise each
Piggyback Requesting Shareholder of such price, and such Piggyback Requesting
Shareholder shall then have the right, exercisable in its sole discretion,
irrevocably to withdraw its request to have its Registrable Common Stock
included in such registration statement, by delivery of written notice of such
withdrawal to the Company within five Business Days of its being advised of such price, without prejudice to the
rights of any holder or holders of Registrable Common Stock to include
Registrable Common Stock in any future registration (or registrations) pursuant
to this Section 2.2 or to cause such registration to be effected as a
registration under Section 2.1(a) or Section 2.1(g) hereof, as the case may
be;</P>
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<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) if at
any time after giving written notice of its intention to register any securities
and prior to the effective date of the registration statement filed in
connection with such registration, the Company shall determine for any reason
not to register or to delay registration of such securities, the Company may, at
its election, give written notice of such determination to each Piggyback
Requesting Shareholder and (i) in the case of a determination not to register,
shall be relieved of its obligation to register any Registrable Common Stock in
connection with such registration (but not from any obligation of the Company to
pay the Expenses in connection therewith), without prejudice, however, to the
rights of any Shareholder to include Registrable Common Stock in any future
registration (or registrations) pursuant to this Section 2.2 or to cause such
registration to be effected as a registration under Section 2.1(a) or Section
2.1(g) hereof, as the case may be, and (ii) in the case of a determination to
delay registering, shall be permitted to delay registering any Registrable
Common Stock, for the same period as the delay in registering such other
securities; and</P>
<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) if
such registration was initiated by the Company for its own account and involves
an underwritten Public Offering, each Piggyback Requesting Shareholder shall
sell its Registrable Common Stock on the same terms and conditions as those that
apply to the Company, and the underwriters of each such underwritten Public
Offering shall be a nationally recognized underwriter (or underwriters) selected
by the Company.</P>
<P align=justify>No registration effected under this Section 2.2 shall relieve
the Company of its obligation to effect any registration upon request under
Section 2.1(a) or Section 2.1(g) hereof and no registration effected pursuant to
this Section 2.2 shall be deemed to have been effected pursuant to Section
2.1(a) or Section 2.1(g) hereof.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.3 <U>Expenses</U>. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp; The Company shall pay all Expenses in
connection with any registration initiated pursuant to Sections 2.1(a), 2.1(g)
or 2.2 hereof, whether or not such registration shall become effective and
whether or not all or any portion of the Registrable Common Stock originally
requested to be included in such registration are ultimately included in such
registration.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.4 <U>Registration
Procedures</U>. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp; If and whenever the Company is
required to effect any registration under the Securities Act as provided in
Sections 2.1(a), 2.1(g) and 2.2 hereof, the Company shall, as expeditiously as
possible:</P>
<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
prepare and file with the Commission (promptly and, in any event on or before
the date that is (i) 90 days, in the case of any registration pursuant to
Section 2.1(a), after the receipt by the Company of the written request from
General Atlantic or (ii) 30 days, in the case of any registration pursuant to
Section 2.1(g), after the receipt by the Company of the written request from
General Atlantic) the requisite registration statement to effect such
registration and thereafter use its reasonable best efforts to cause such registration
statement to become and remain effective; <U>provided</U>, <U>however</U>, that
the Company may discontinue any registration of its securities that are not
shares of Registrable Common Stock (and, under the circumstances specified in
Sections 2.2 and 2.7(b) hereof, its securities that are shares of Registrable
Common Stock) at any time prior to the effective date of the registration
statement relating thereto;</P>
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<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)
prepare and file with the Commission such amendments and supplements to such
registration statement and the prospectus, including any free writing prospectus
as defined in Rule 405 under the Securities Act, used in connection therewith as
may be necessary to keep such registration statement effective and to comply
with the provisions of the Securities Act and the Exchange Act with respect to
the disposition of all Registrable Common Stock covered by such registration
statement until such time as all of such Registrable Common Stock has been
disposed of in accordance with the method of disposition set forth in such
registration statement; <U>provided</U>, <U>however</U>, that with respect to
each free writing prospectus or other materials to be delivered to purchasers at
the time of sale of the Registrable Common Stock, the Company shall (i) ensure
that no Registrable Common Stock be sold &#147;by means of&#148; (as defined in Rule
159A(b) under the Securities Act) such free writing prospectus or other
materials without the prior written consent of the Selling Shareholders covered
by such registration statement, which free writing prospectus or other materials
shall be subject to the review of counsel to such Selling Shareholders and (ii)
make all required filings of all free writing prospectuses or other materials
with the SEC as are required. </P>
<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)
furnish to each seller of Registrable Common Stock covered by such registration
statement and each underwriter, if any, such number of copies of such drafts and
final conformed versions of such registration statement and of each such
amendment and supplement thereto (in each case including all exhibits and any
documents incorporated by reference), such number of copies of such drafts and
final versions of the prospectus contained in such registration statement
(including each preliminary prospectus and any summary prospectus) and any other
prospectus filed under Rule 424 under the Securities Act, in conformity with the
requirements of the Securities Act, and such other documents, as any Selling
Shareholder or any underwriter may reasonably request in writing;</P>
<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) use
its reasonable best efforts (i) to register or qualify all Registrable Common
Stock and other securities, if any, covered by such registration statement under
such other securities or blue sky laws of such states or other jurisdictions of
the United States of America as the sellers of Registrable Common Stock covered
by such registration statement shall reasonably request in writing, (ii) to keep
such registration or qualification in effect for so long as such registration
statement remains in effect and (iii) to take any other action that may be
necessary or reasonably advisable to enable such sellers to consummate the
disposition in such jurisdictions of the securities to be sold by such sellers,
except that the Company shall not for any such purpose be required to qualify
generally to do business as a foreign corporation in any jurisdiction wherein it
would not but for the requirements of this subsection (d) be obligated to be so
qualified, to subject itself to taxation in such jurisdiction or to consent to
general service of process in any such jurisdiction;</P>
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<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) use
its reasonable best efforts to cause all Registrable Common Stock and other
securities, if any, covered by such registration statement to be registered with
or approved by such other Governmental Authority as may be necessary in the
opinion of counsel to the Company and counsel to the seller or sellers of
Registrable Common Stock to enable the seller or sellers thereof to consummate
the disposition of such Registrable Common Stock;</P>
<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) use
its reasonable best efforts to obtain and, if obtained, furnish to each Selling
Shareholder, and each such Selling Shareholder&#146;s underwriters, if any, a
signed</P>
<P style="MARGIN-LEFT: 10%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)
opinion of counsel for the Company, dated the effective date of such
registration statement (and, if such registration involves an underwritten
Public Offering, dated the date of the closing under the underwriting agreement
and addressed to the underwriters), reasonably satisfactory (based on the
customary form and substance of opinions of issuers&#146; counsel customarily given
in such an offering) in form and substance to such seller, and</P>
<P style="MARGIN-LEFT: 10%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)
&#147;cold comfort&#148; letter, dated the effective date of such registration statement
(and, if such registration involves an underwritten Public Offering, dated the
date of the closing under the underwriting agreement and addressed to the
underwriters) and signed by the independent registered public accounting firm
who have certified the Company&#146;s financial statements included or incorporated
by reference in such registration statement, reasonably satisfactory (based on
the customary form and substance of &#147;cold comfort&#148; letters of issuers&#146;
independent registered public accounting firm customarily given in such an
offering) in form and substance to such seller,</P>
<P style="MARGIN-LEFT: 5%" align=justify>in each case of clauses (i) and (ii)
above, covering substantially the same matters with respect to such registration
statement (and the prospectus included therein) and, in the case of the
independent registered public accounting firm&#146;s comfort letter, with respect to
events subsequent to the date of such financial statements, as are customarily
covered in opinions of issuer&#146;s counsel and in the independent registered public
accounting firm&#146;s comfort letters delivered to underwriters in underwritten
Public Offerings of securities;</P>
<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)
notify each Selling Shareholder and other securities covered by such
registration statement, if any, at any time when a prospectus relating thereto
is required to be delivered under the Securities Act, upon discovery that, or
upon the happening of any event as a result of which, the prospectus included in
such registration statement, as then in effect, includes an untrue statement of
a material fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein not misleading in the light
of the circumstances under which they were made, and, at the written request of
any such seller of Registrable Common Stock, promptly prepare and furnish to it
a reasonable number of copies of a supplement to or an amendment of such
prospectus as may be necessary so that, as thereafter delivered to the
purchasers of such securities, such prospectus, as supplemented or amended,
shall not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the statements therein not
misleading in the light of the circumstances under which they were made;</P>
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<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h) use
its reasonable best efforts to obtain the withdrawal of any order suspending the
effectiveness of a registration statement relating to the Registrable Common
Stock at the earliest possible moment;</P>
<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)
otherwise comply with all applicable rules and regulations of the Commission and
any other Governmental Authority having jurisdiction over the offering, and make
available to its security holders, as soon as reasonably practicable, an earning
statement covering the period of at least twelve months, but not more than
eighteen months, beginning with the first full calendar month after the
effective date of such registration statement, which earning statement shall
satisfy the provisions of Section 11(a) of the Securities Act and Rule 158
promulgated thereunder, and furnish to each seller of Registrable Common Stock
and to the managing underwriter, if any, at least ten days prior to the filing
thereof a copy of any amendment or supplement to such registration statement or
prospectus;</P>
<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j) use
its reasonable best efforts to cause all Registrable Common Stock covered by a
registration statement (i) to be listed on a national securities exchange on
which similar securities issued by the Company are then listed, if the listing
of such Registrable Common Stock is then permitted under the rules of such
exchange, or (ii) if the Company is not permitted pursuant to clause (i) above
to list Registrable Common Stock on a national securities exchange, use its
reasonable best efforts to secure designation of all Registrable Common Stock as
a &#147;national market system security&#148; within the meaning of Rule 600(b)(46) of
Regulation NMS or, failing that, to secure Nasdaq Global Select Market
authorization for the Registrable Common Stock and, without limiting the
generality of the foregoing, to arrange for at least three (3) market makers to
register with FINRA as such with respect to such Registrable Common Stock;</P>
<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k)
provide a transfer agent and registrar for the Registrable Common Stock covered
by a registration statement no later than the effective date thereof; </P>
<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l) enter
into such agreements (including an underwriting agreement in customary form)
and, subject to Section 2.7(c), take such other actions as the Shareholders
holding a majority of the shares of Registrable Common Stock covered by such
registration statement shall reasonably request in order to expedite or
facilitate the disposition of such Registrable Common Stock, including customary
indemnification and contribution to the effect and to the extent provided in
Section 2.8 hereof;</P>
<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(m) if
requested by the managing underwriter(s) or the Shareholders holding a majority
of the shares of Registrable Common Stock being sold in connection with an
underwritten Public Offering, promptly incorporate in a prospectus supplement or
post-effective amendment such information as the managing underwriter(s) and the
Shareholders of a majority of the Registrable Common Stock being sold agree
should be included therein relating to the plan of distribution with respect to
such Registrable Common Stock, including without limitation, information with
respect to the number of shares of Registrable Common Stock
being sold to such underwriters, the purchase price being paid therefore by such
underwriters and with respect to any other terms of the underwritten Public
Offering of the Registrable Common Stock to be sold in such offering; and make
all required filings of such prospectus supplement or post-effective amendment
as soon as notified of the matters to be incorporated in such prospectus
supplement or post-effective amendment; </P>
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<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(n) if
requested by the Selling Shareholders holding a majority of the shares of
Registrable Common Stock being sold, cooperate with the Selling Shareholders of
Registrable Common Stock and the managing underwriter(s), if any, to facilitate
the timely preparation and delivery of certificates representing Registrable
Common Stock to be sold and not bearing any restrictive legends; and enable such
Registrable Common Stock to be in such share amounts and registered in such
names as the managing underwriter(s) or, if none, the Selling Shareholders
holding a majority of the shares of Registrable Common Stock being sold, may
request at least three Business Days prior to any sale of Registrable Common
Stock to the underwriters; and</P>
<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(o) if
the registration shall be for an underwritten Public Offering, cause management
of the Company to participate in reasonable and customary roadshows necessary to
effect the disposition of the Registrable Common Stock as provided by the
managing underwriters of such underwritten Public Offering or as otherwise
requested the Selling Shareholders selling in such underwritten Public
Offering.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As a condition to the obligations
of the Company to complete any registration pursuant to this Agreement with
respect to the Registrable Common Stock of a Shareholder, such Shareholder must
furnish to the Company in writing such information (the &#147;<U>Shareholder</U>
<U>Information</U>&#148;) regarding itself, the Registrable Common Stock held by it
and the intended methods of disposition of the Registrable Common Stock held by
it as is necessary to effect the registration of such Shareholder&#146;s Registrable
Common Stock and is requested in writing by the Company. At least 30 days prior
to the first anticipated filing date of a registration statement for any
registration under this Agreement, the Company will notify in writing each
Shareholder of the Shareholder Information which the Company is requesting from
that Shareholder whether or not such Shareholder has elected to have any of its
Registrable Common Stock included in the registration statement. If, within ten
days prior to the anticipated filing date, the Company has not received the
requested Shareholder Information from a Shareholder, then the Company may file
the registration statement without including Registrable Common Stock of that
Shareholder. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each Shareholder agrees that as
of the date that a final prospectus is made available to it for distribution to
prospective purchasers of Registrable Common Stock it shall cease to distribute
copies of any preliminary prospectus prepared in connection with the offer and
sale of such Registrable Common Stock. Each Shareholder further agrees that,
upon receipt of any notice from the Company of the happening of any event of the
kind described in subsection (g) of this Section 2.4, such Shareholder shall
forthwith discontinue such Shareholder&#146;s disposition of Registrable Common Stock
pursuant to the registration statement relating to such Registrable Common Stock
until such Shareholder&#146;s receipt of the copies of the supplemented or amended
prospectus contemplated by subsection (g) of this Section 2.4 and, if so
directed by the Company, shall deliver to the Company (at the Company&#146;s expense)
all copies, other than permanent file copies, then in such
Shareholder&#146;s possession of the prospectus relating to such Registrable Common
Stock current at the time of receipt of such notice. If any event of the kind
described in subsection (g) of this Section 2.4 occurs and such event is the
fault solely of a Shareholder or Shareholders due to the inaccuracy of the
Shareholder Information provided by such Shareholder(s) for inclusion in the
registration statement, such Shareholder (or Shareholders) shall pay all
Expenses attributable to the preparation, filing and delivery of any
supplemented or amended prospectus contemplated by subsection (g) of this
Section 2.4.</P>
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<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp; 2.5 <U>Underwritten Offerings</U>.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) <U>Requested Underwritten
Offerings</U>. If requested by the underwriters in connection with a request for
a registration under Section 2.1 hereof that is a firm commitment underwritten
Public Offering, the Company and General Atlantic shall enter into a firm
commitment underwriting agreement with such underwriters for such offering, such
agreement to be reasonably satisfactory in substance and form to the Company and
General Atlantic and to contain such representations and warranties by the
Company and the Selling Shareholders and such other terms as are customary in
agreements of that type, including, without limitation, customary
indemnification and contribution to the effect and to the extent provided in
Section 2.8 hereof. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp; (b) <U>Piggyback Underwritten
Offerings; Priority</U>.</P>
<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) If
the Company proposes to register any of its securities under the Securities Act
for its own account as contemplated by Section 2.2 hereof and such securities
are to be distributed by or through one or more underwriters, and if the
managing underwriter of such underwritten Public Offering shall advise the
Company in writing (with a copy to the Piggyback Requesting Shareholders) that
if all the Registrable Common Stock requested to be included in such
registration were so included, in its opinion, the number and type of securities
proposed to be included in such registration would exceed the number and type of
securities which could be sold in such offering within a price range acceptable
to the Company (such writing to state the basis of such opinion and the
approximate number and type of securities which may be included in such offering
without such effect), then the Company shall include in such registration
pursuant to Section 2.2, to the extent of the number and type of securities
which the Company is so advised can be sold in such offering, (i) first,
securities that the Company proposes to issue and sell for its own account, (ii)
second, Registrable Common Stock requested to be registered by Piggyback
Requesting Shareholders pursuant to Section 2.2 hereof, <U>pro rata </U>among
the Piggyback Requesting Shareholders on the basis of the number of shares of
Registrable Common Stock requested to be registered by all such Piggyback
Requesting Shareholders and (iii) third, other securities, if any.</P>
<P style="MARGIN-LEFT: 5%" align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) In
the case of any other registration contemplated by Section 2.2 involving an
underwritten Public Offering, if the managing underwriter of such underwritten
Public Offering shall advise the Company in writing (with a copy to the
Piggyback Requesting Shareholders) that if all Registrable Common Stock
requested to be included in such registration were so included, in its opinion,
the number and type of securities proposed to be included in such registration
would exceed the number and type of securities which would be sold in
such offering within a price range stated to such managing underwriter by
Selling Shareholders owning at least a majority of the shares of Registrable
Common Stock requested to be included in such registration to be acceptable to
such Selling Shareholders (such writing to state the basis of such opinion and
the approximate number and type of securities which may be included in such
offering without such effect), then the Company shall include in such
registration pursuant to Section 2.2, to the extent of the number and type of
securities which the Company is so advised can be sold in such offering, (i)
first, Registrable Common Stock requested to be registered by Piggyback
Requesting Shareholders pursuant to Section 2.2 hereof, <U>pro rata </U>among
the Piggyback Requesting Shareholders on the basis of the number of shares of
Registrable Common Stock requested to be registered by all such Piggyback
Requesting Shareholders, (ii) second, securities that the Company proposed to
issue and sell for its own account and (iii) third, other securities.</P>
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<P align=justify>Any Shareholder may withdraw its request to have all or any
portion of its Registrable Common Stock included in any such offering by notice
to the Company within 10 days after receipt of a copy of a notice from the
managing underwriter pursuant to this Section.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) <U>Shareholders to be Parties
to Underwriting Agreement</U>. The holders of Registrable Common Stock to be
distributed by underwriters in an underwritten Public Offering contemplated by
subsections (a) or (b) of this Section shall be parties to the underwriting
agreement between the Company and such underwriters and any such Shareholder, at
its option, may reasonably require that any or all of the representations and
warranties by, and the other agreements on the part of, the Company to and for
the benefit of such underwriters shall also be made to and for the benefit of
such Shareholders and that any or all of the conditions precedent to the
obligations of such underwriters under such underwriting agreement be conditions
precedent to the obligations of such Shareholders. No such Shareholder shall be
required to make any representations or warranties to or agreements with the
Company or the underwriters other than representations, warranties or agreements
regarding such Shareholder, such Shareholder&#146;s Registrable Common Stock and such
Shareholder&#146;s intended method of distribution.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) <U>Holdback Agreements</U>.
Each Shareholder agrees, unless otherwise agreed to by the managing underwriter
for any underwritten Public Offering pursuant to this Agreement, not to effect
any sale or distribution of any equity securities of the Company or securities
convertible into or exchangeable or exercisable for equity securities of the
Company, including any sale under Rule 144 under the Securities Act, during the
10 days prior to the date on which an underwritten registration of Registrable
Common Stock pursuant to Section 2.1 or 2.2 hereof has become effective and
until 90 days after the effective date of such underwritten registration, except
as part of such underwritten registration or to the extent that such Shareholder
is prohibited by applicable law from agreeing to withhold securities from sale
or is acting in its capacity as a fiduciary or an investment adviser. Without
limiting the scope of the term &#147;fiduciary,&#148; a holder shall be deemed to be
acting as a fiduciary or an investment adviser if its actions or the securities
proposed to be sold are subject to the Employee Retirement Income Security Act
of 1974, as amended, the Investment Company Act of 1940, as amended, or the
Investment Advisers Act of 1940, as amended, or if such securities are held in a
separate account under applicable insurance law or regulation.</P>
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<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Company agrees (i) not to
effect any Public Offering or distribution of any equity securities of the
Company, or securities convertible into or exchangeable or exercisable for
equity securities of the Company, during the 10 days prior to the date on which
any underwritten registration pursuant to Section 2.1 or 2.2 hereof (other than
Section 2.1(g)) has become effective and until 90 days after the effective date
of such underwritten registration, except as part of such underwritten
registration, and (ii) to cause each holder of any equity securities, or
securities convertible into or exchangeable or exercisable for equity
securities, in each case, acquired from the Company at any time on or after the
date of this Agreement (other than in a Public Offering), to agree not to effect
any Public Offering or distribution of such securities, during such period.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.6 <U>Preparation: Reasonable
Investigation</U>.<U>Registration Statements</U>. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp; (a) <U>Registration Statements</U>. In
connection with the preparation and filing of each registration statement under
the Securities Act pursuant to this Agreement, the Company shall (i) give
representatives (designated to the Company in writing) of each Selling
Shareholder, the underwriters, if any, and one firm of counsel, one firm of
accountants and one firm of other agents retained on behalf of all underwriters
and one firm of counsel, one firm of accountants and one firm of other agents
retained on behalf of the Selling Shareholders (as a group), the reasonable
opportunity to participate in the preparation of such registration statement,
each prospectus included therein or filed with the Commission, and each
amendment thereof or supplement thereto, (ii) upon reasonable advance notice to
the Company, give each of them such reasonable access to all financial and other
records, corporate documents and properties of the Company and its subsidiaries,
as shall be necessary, in the reasonable opinion of such Shareholders&#146; and such
underwriters&#146; counsel, to conduct a reasonable due diligence investigation for
purposes of the Securities Act, and (iii) upon reasonable advance notice to the
Company, provide such reasonable opportunities to discuss the business of the
Company with its officers, directors, employees and the independent public
accounting firm who have certified its financial statements as shall be
necessary, in the reasonable opinion of such Shareholders&#146; and such
underwriters&#146; counsel, to conduct a reasonable due diligence investigation for
purposes of the Securities Act. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <U>Confidentiality</U>. Each
Shareholder shall maintain the confidentiality of any confidential information
received from or otherwise made available by the Company to such Shareholder.
Information that (i) is or becomes available to a Shareholder from a public
source other than as a result of a disclosure by such Shareholder or any of its
Affiliates, (ii) is disclosed to a Shareholder by a third-party source who the
Shareholder reasonably believes is not bound by an obligation of confidentiality
to the Company, (iii) is or becomes required to be disclosed by a Shareholder by
law, including by court order, or (iv) is independently developed by a
Shareholder, shall not be deemed to be confidential information for purposes of
this Agreement. The Shareholder shall not grant access, and the Company shall
not be required to grant access, to information under this Section 2.6 to any
Person who will not agree to maintain the confidentiality (to the same extent a
Shareholder is required to maintain confidentiality) of any confidential
information received from or otherwise made available to it by the Company or
the Shareholder under this Agreement.</P>
<P align=center>- 16 -</P>
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<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp; 2.7 <U>Postponements</U>.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) If the Company shall fail to
file any registration statement to be filed pursuant to a request for
registration under Section 2.1(a) hereof, General Atlantic requesting such
registration shall have the right to withdraw the request for registration. Any
such withdrawal shall be made by giving written notice to the Company within 20
days after, in the case of a request pursuant to Section 2.1(a) hereof, the date
on which a registration statement would otherwise have been required to have
been filed with the Commission under clause (i) of Section 2.4(a) hereof (i.e.,
20 days after the date that is 90 days after the receipt by the Company of the
written request from General Atlantic). In the event of such withdrawal, the
request for registration shall not be counted for purposes of determining the
number of registrations to which Shareholders are entitled pursuant to Section
2.1 hereof. The Company shall pay all Expenses incurred in connection with a
request for registration withdrawn pursuant to this paragraph.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) The Company shall not be
obligated to file any registration statement, or file any amendment or
supplement to any registration statement, and may suspend any Selling
Shareholder&#146;s rights to make sales pursuant to any effective registration
statement, at any time (but not to exceed one time in any twelve-month period)
when the Company, in the good faith judgment of the Board, reasonably believes
that the filing thereof at the time requested, or the offering of securities
pursuant thereto, would adversely affect a pending or proposed Public Offering
of the Company&#146;s securities, a material financing, or a material acquisition,
merger, recapitalization, consolidation, reorganization or similar transaction,
or negotiations, discussions or pending proposals with respect thereto. The
filing of a registration statement, or any amendment or supplement thereto, by
the Company cannot be deferred, and the Selling Shareholders&#146; rights to make
sales pursuant to an effective registration statement cannot be suspended,
pursuant to the provisions of the preceding sentence for more than ten days
after the abandonment or consummation of any of the foregoing proposals or
transactions or for more than 120 days after the date of the Board&#146;s
determination referenced in the preceding sentence. If the Company suspends the
Selling Shareholders&#146; rights to make sales pursuant hereto, the applicable
registration period shall be extended by the number of days of such
suspension.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) If a Shelf Registration
Statement has been filed, becomes effective and remains effective under Section
2.1(g), then the Company shall be entitled to postpone any demand registration
pursuant to Section 2.1(a) or underwritten Public Offering requested by the
Shareholders for a period not exceeding 90 days from the date of such request
if, in the reasonable opinion of the Company&#146;s management acting in good faith,
the filing of the registration statement or underwritten Public Offering and all
obligations arising out of such actions are not in the best interests of the
Company at that time; <U>provided</U>, <U>however</U>, if a Selling Shareholder
disagrees with such determination, it shall notify the Company in writing of
such disagreement and the Chairman of the Audit Committee shall make the
determination, which shall be final and binding upon the parties. It being
understood that the Company shall only be entitled to such postponement under
this Section 2.7(c) once every 180 days.</P>
<P align=center>- 17 -</P>
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<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp; 2.8 <U>Indemnification by the
Company</U>.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) In connection with any
  registration statement filed by the Company pursuant to Section 2.1 or 2.2
  hereof, to the fullest extent permitted by law the Company shall, and hereby agrees to, indemnify and hold harmless, each
  Shareholder and seller of any Registrable Common Stock and its Affiliates
  covered by such registration statement and each other Person who participates as
  an underwriter in the offering or sale of such securities and each other Person,
  if any, who controls (within the meaning of the Exchange Act) such Shareholder
  or seller or any such underwriter, and their respective shareholders, members,
  directors, officers, employees, partners, agents and Affiliates (each, a
  &#147;<U>Company Indemnitee</U>&#148; for purposes of this Section 2.8(a)), against any
  losses, claims, damages, liabilities (or actions or proceedings, whether
  commenced or threatened, in respect thereof and whether or not such indemnified
  party is a party thereto), joint or several, and expenses, including, without
  limitation, the reasonable fees, disbursements and other charges of legal
  counsel and reasonable costs of investigation, to which such Company Indemnitee
  may become subject under the Securities Act or otherwise (collectively, a
  &#147;<U>Loss</U>&#148; or &#147;<U>Losses</U>&#148;), insofar as such Losses arise out of or are
  based upon any untrue statement or alleged untrue statement of any material fact
  contained in any registration statement under which such securities were
  registered or otherwise offered or sold under the Securities Act or otherwise,
  any preliminary prospectus, final prospectus or summary prospectus related
  thereto, or any amendment or supplement thereto, and free writing prospectus or
  other offering materials (collectively, &#147;<U>Offering Documents</U>&#148;), or any
  omission or alleged omission to state therein a material fact required to be
  stated therein or necessary to make the statements therein in the light of the
  circumstances in which they were made not misleading, or any violation by the
  Company of any federal or state law, rule or regulation applicable to the
  Company and relating to action required of or inaction by the Company in
  connection with any such registration; <U>provided </U>that, the Company shall
  not be liable in any such case to the extent that any such Loss arises out of or
  is based upon an untrue statement or alleged untrue statement or omission or
  alleged omission made in such Offering Documents in reliance upon and in
  conformity with information furnished to the Company in a writing duly executed
  by such Company Indemnitee specifically stating that it is expressly for use
  therein; and provided, further, that the Company shall not be liable to any
  Person who participates as an underwriter in the offering or sale of Registrable
  Common Stock or any other person, if any, who controls (within the meaning of
  the Exchange Act) such underwriter, in any such case to the extent that any such
  Loss arises out of such Person&#146;s failure to send or give a copy of the final
  prospectus (including any documents incorporated by reference therein), as the
  same may be then supplemented or amended, to the Person asserting an untrue
  statement or alleged untrue statement or omission or alleged omission at or
  prior to the written confirmation of the sale of Registrable Common Stock to
  such Person if such statement or omission was corrected in such final
  prospectus. Such indemnity shall remain in full force and effect regardless of
  any investigation made by or on behalf of such Company Indemnitee and shall
  survive the transfer of such securities by such Company Indemnitee.</P>
<P align=center>- 18 -</P>
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<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) <U>Indemnification by the
Offerors and Sellers</U>. In connection with any registration statement filed by
the Company pursuant to Section 2.1 or 2.2 hereof in which a Shareholder has
registered for sale Registrable Common Stock, each such Shareholder or seller of
Registrable Common Stock shall, and hereby agrees to, indemnify and hold
harmless to the fullest extent permitted by law the Company and each of its
directors, officers, employees, agents, partners, shareholders, Affiliates and
each other Person, if any, who controls (within the meaning of the Exchange Act)
the Company and each other seller and such seller&#146;s employees, directors,
officers, shareholders, members, partners, agents and Affiliates (each, a
&#147;<U>Shareholder</U> <U>Indemnitee</U>&#148; for purposes of this Section 2.8(b)),
against all Losses insofar as such Losses arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in any Offering Documents (or any
document incorporated by reference therein) or any omission or alleged omission
to state therein a material fact required to be stated therein or necessary to
make the statements therein in the light of circumstances in which they were
made not misleading, if such untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon and in conformity with
information furnished to the Company in a writing duly executed by such
Shareholder or seller of Registrable Common Stock specifically stating that it
is expressly for use therein; <U>provided</U>, <U>however</U>, that the
liability of such indemnifying party under this Section shall be limited to the
amount of the net proceeds (after giving effect to underwriting discounts and
commissions) received by such indemnifying party in the sale of Registrable
Common Stock giving rise to such liability. Such indemnity shall remain in full
force and effect, regardless of any investigation made by or on behalf of the
Shareholder Indemnitee and shall survive the transfer of such securities by such
indemnifying party.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c) <U>Notices of Losses,
etc</U>. Promptly after receipt by an indemnified party of written notice of the
commencement of any action or proceeding involving a Loss referred to in the
preceding subsections of this Section, such indemnified party will, if a claim
in respect thereof is to be made against an indemnifying party, give written
notice to the latter of the commencement of such action; <U>provided</U>,
<U>however</U>, that the failure of any indemnified party to give notice as
provided herein shall not relieve the indemnifying party of its obligations
under the preceding subsections of this Section except to the extent that the
indemnifying party is materially and actually prejudiced by such failure to give
notice. In case any such action is brought against an indemnified party, the
indemnifying party shall be entitled to participate in and, unless in such
indemnified party&#146;s reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist in respect of such Loss, to
assume and control the defense thereof, in each case at its own expense, 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
its assumption of the defense thereof, the indemnifying party shall not be
liable to such indemnified party for any legal or other expenses subsequently
incurred by the latter in connection with the defense thereof other than
reasonable costs of investigation, unless in such indemnified party&#146;s reasonable
judgment a conflict of interest between such indemnified and indemnifying
parties arises in respect of such claim after the assumption of the defense
thereof. No indemnifying party shall be liable for any settlement of any such
action or proceeding effected without its written consent, which shall not be
unreasonably withheld. No indemnifying party shall, without the consent of the
indemnified party, consent to entry of any judgment or enter into any settlement
which does not include as an unconditional term thereof the giving by the
claimant or plaintiff to such indemnified party of a release from all liability
in respect of such Loss or which requires action on the part of such indemnified
party or otherwise subjects the indemnified party to any obligation or
restriction to which it would not otherwise be subject.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d) <U>Contribution</U>. If the
indemnification provided for in this Section shall for any reason be unavailable
to an indemnified party under subsection (a) or (b) of this Section in respect
of any Loss, then, in lieu of the amount paid or payable under subsection (a) or
(b) of this Section the indemnified party and the indemnifying party under
subsection (a) or (b) of this Section shall contribute to the aggregate Losses
(including legal or other expenses reasonably incurred in connection with investigating the same) (i) in such
proportion as is appropriate to reflect the relative fault of the Company and
the prospective sellers of Registrable Common Stock covered by the registration
statement which resulted in such Loss or action in respect thereof, with respect
to the statements, omissions or action which resulted in such Loss or action in
respect thereof, as well as any other relevant equitable considerations, or (ii)
if the allocation provided by clause (i) above is not permitted by applicable
law, in such proportion as shall be appropriate to reflect the relative benefits
received by the Company, on the one hand, and such prospective sellers, on the
other hand, from their sale of Registrable Common Stock; <U>provided </U>that,
for purposes of this clause (ii), the relative benefits received by the
prospective sellers shall be deemed not to exceed the amount received by such
sellers. No Person guilty of fraudulent misrepresentation (within the meaning of
Section 10(f) of the Securities Act) shall be entitled to contribution from any
Person who was not guilty of such fraudulent misrepresentation. The obligations,
if any, of the selling holders of Registrable Common Stock to contribute as
provided in this subsection (d) are several in proportion to the relative value
of their respective Registrable Common Stock covered by such registration
statement and not joint. In addition, no Person shall be obligated to contribute
hereunder any amounts in payment for any settlement of any action or Loss
effected without such Person&#146;s consent.</P>
<P align=center>- 19 -</P>
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<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e) <U>Other Indemnification</U>.
The Company shall, in connection with any registration statement filed by the
Company pursuant to Section 2.1(a), 2.1(g) or 2.2, and each Shareholder who has
registered for sale Registrable Common Stock shall, with respect to any required
registration or other qualification of securities under any federal or state law
or regulation of any Governmental Authority other than the Securities Act,
indemnify Shareholder Indemnitees and Company Indemnitees, respectively, against
Losses, or, to the extent that indemnification shall be unavailable to a
Shareholder Indemnitee or Company Indemnitee, contribute to the aggregate Losses
of such Shareholder Indemnitee or Company Indemnitee in a manner similar to that
specified in the preceding subsections of this Section (with appropriate
modifications).</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f) <U>Indemnification
Payments</U>. The indemnification and contribution required by this Section 2.8
shall be made by periodic payments of the amount thereof during the course of
any investigation or defense, as and when any Loss is incurred and is due and
payable.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.9 <U>Registration Rights to
Others</U>. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp; If the Company shall at any time
hereafter provide to any holder of any securities of the Company rights with
respect to the registration of such securities under the Securities Act, such
rights shall not be in conflict with or adversely affect any of the rights
provided to the holders of Registrable Common Stock in, or conflict (in a manner
that adversely affects holders of Registrable Common Stock) with any other
provisions included in, this Agreement. To the extent the Company provides any
right to others that are more favorable than those provided for herein, the
Company shall be required to make appropriate modifications to this Agreement to
ensure that each Shareholder (for so long as such Shareholder, together with its
Affiliates, owns Registrable Common Stock will have the benefit of terms that
are at least as favorable as those provided to such other persons.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.10 <U>Adjustments Affecting
Registrable Common Stock</U>. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp; Without the written consent of General
Atlantic, the Company shall not effect or permit to occur any combination,
subdivision or reclassification of Registrable Common Stock that would
materially adversely affect the ability of the Shareholders to include such
Registrable Common Stock in any registration of its securities under the
Securities Act contemplated by this Agreement or the marketability of such
Registrable Common Stock under any such registration or other offering.</P>
<P align=center>- 20 -</P>
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<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.11 <U>Rule 144 and Rule
144A</U>. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp; The Company shall take all actions
reasonably necessary to enable Shareholders to sell Registrable Common Stock
without registration under the Securities Act within the limitation of the
exemptions provided by (a) Rule 144 under the Securities Act, as such Rule may
be amended from time to time, (b) Rule 144A under the Securities Act, as such
Rule may be amended from time to time, or (c) any similar rules or regulations
hereafter adopted by the Commission, including, without limiting the generality
of the foregoing, filing on a timely basis all reports required to be filed
under the Exchange Act. Upon the written request of any Shareholder, the Company
shall deliver to such Shareholder a written statement as to whether it has
complied with such requirements.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.12 <U>Nominees for Beneficial
Owners</U>. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp; In the event that any Registrable
Common Stock is held by a nominee for the beneficial owner thereof, the
beneficial owner thereof may, at its election in writing delivered to the
Company, be treated as the Shareholder of such Registrable Common Stock for
purposes of any request or other action by any Shareholder or Shareholders
pursuant to this Agreement or any determination of the number or percentage of
shares of Registrable Common Stock held by any Shareholder or Shareholders
contemplated by this Agreement. If the beneficial owner of any Registrable
Common Stock so elects, the Company may require assurances reasonably
satisfactory to it of such owner&#146;s beneficial ownership of such Registrable
Common Stock.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.13 <U>Calculation of Percentage
or Number of Shares of Registrable Common</U> <U>Stock</U>. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp; For purposes of this Agreement, all
references to a percentage or number of shares of Registrable Common Stock or
Common Stock shall be calculated based upon the number of shares of Registrable
Common Stock or Common Stock, as the case may be, outstanding at the time such
calculation is made and shall exclude any Registrable Common Stock or Common
Stock, as the case may be, owned by the Company or any Subsidiary of the
Company. For the purposes of calculating any percentage or number of shares of
Registrable Common Stock or Common Stock as contemplated by the previous
sentence, the terms &#147;Shareholder&#148; and &#147;General Atlantic&#148; shall include all
Affiliates thereof owning any shares of Registrable Common Stock or Common
Stock.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;2.14 <U>Termination of
Registration Rights</U>. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp; The Company&#146;s obligations under
Sections 2.1 and 2.2 hereof to register Common Stock for sale under the
Securities Act with respect to any Shareholder shall terminate on the first date
on which no shares of Registrable Common Stock are held by such Shareholder.</P>
<P align=center>ARTICLE III</P>
<P align=center>MISCELLANEOUS</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.1 <U>Injunctive Relief</U>.
</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp; The Shareholders and the Company
acknowledge and agree that a violation of any of the terms of this Agreement
will cause the Shareholders irreparable injury for which adequate remedy at law
is not available. Accordingly, it is agreed that each of the Company and the Shareholders shall be entitled
to an injunction, restraining order or other equitable relief to prevent
breaches of the provisions of this Agreement and to enforce specifically the
terms and provisions hereof in any court of competent jurisdiction in the United
States or any state thereof, in addition to any other remedy to which it may be
entitled at law or equity.</P>
<P align=center>- 21 -</P>
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<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.2 <U>Amendments; Entire
Agreement</U>. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp; This Agreement may be amended and the
Company may take action herein prohibited, or omit to perform any act herein
required to be performed by it, if, but only if, the Company has obtained the
written consent General Atlantic. This Agreement constitutes the entire
agreement and supersedes the General Atlantic Stock Purchase Agreement and all
other prior agreements and understandings, both written and oral, among some or
all of the parties with respect to the subject matter hereof.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.3 <U>Severability</U>. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp; Whenever possible, each provision of
this Agreement shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement shall be held to be
prohibited by or invalid under applicable law, such provision shall be
ineffective only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Agreement. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.4 <U>Successors, Assigns and
Transferees</U>. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp; The provisions of this Agreement shall
be binding upon and shall inure to the benefit of the parties hereto and their
respective successors, each of which successors shall agree in a writing in form
and substance reasonably satisfactory to the Company to become a party hereto
and be bound to the same extent as the parties hereto hereby. This Agreement,
and any and all rights, duties and obligations of General Atlantic hereunder may
be assigned transferred by General Atlantic to any Person in connection with a
sale or transfer of Registrable Common Stock to such Person, which assignment or
transfer shall only be effective upon receipt by the Company of a writing in
form and substance reasonably satisfactory to the Company evidencing such
Person&#146;s agreement to become a party hereto and be bound to the same extent as
the parties hereto hereby, in which case, this Agreement shall be assigned to,
and may be enforced by, such transferee of Registrable Common Stock, and such
transferee shall thereupon have all of the rights and obligations of its
transferor hereunder. Any purported assignment or transfer in violation of this
provision shall be null and void <I>ab initio</I>. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.5 <U>Notices</U>. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp; All notices, requests and demands to
or upon the respective parties hereto to be effective shall be in writing
(including by telecopy), and, unless otherwise expressly provided herein, shall
be deemed to have been duly given or made when delivered by hand, or two
Business Days after being delivered to a recognized courier (whose stated terms
of delivery are two Business Days or less to the destination of such notice),
or, in the case of telecopy notice, when received, addressed as set forth on
Schedule A hereto to the parties hereto, or to such other address as may be
hereafter notified by the respective parties hereto.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.6 <U>Counterparts</U>.&nbsp;
</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp; This Agreement may be executed in two
or more counterparts, and by different parties on separate counterparts each of
which shall be deemed an original, but all of which shall constitute one and the
same instrument.</P>
<P align=center>- 22 -</P>
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<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.7 <U>Governing Law; Consent to
Jurisdiction</U>. </P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp; This Agreement shall be governed by
and construed and enforced in accordance with the laws of the State of New York
applicable to contracts made and to be performed therein. The parties hereto
irrevocably submit to the exclusive jurisdiction of any state or federal court
sitting in the County of New York, in the State of New York over any action or
proceeding arising out of or relating to this Agreement or the transaction
contemplated hereby to the fullest extent they may effectively do so under
applicable law, the parties hereto irrevocably waive and agree not to assert, by
way of motion, as a defense or otherwise, (a) any claim that they are not
subject to the jurisdiction of any such court, (b) any objection that they may
now or hereafter have to the laying of the venue of any such action or
proceeding brought in any such court and (c) any claim that any such action or
proceeding brought in any such court has been brought in an inconvenient
forum.</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.8 <U>Waiver of July Trial</U>.
</P>
<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp; Each party acknowledges and agrees
that any controversy which may arise under this Agreement is likely to involve
complicated and difficult issues and, therefore, each such party irrevocably and
unconditionally waives any right it may have to a trail by jury in respect of
any action or proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby.</P>
<P align=center>[remainder of this page intentionally left blank; signature
pages follow]</P>
<P align=center>- 23 -</P>
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<P align=justify>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;IN WITNESS WHEREOF, the parties
hereto have executed this Registration Rights Agreement as of the date first
above written.</P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="48%" colSpan=2>COMPANY: <BR>&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="48%" colSpan=2>NET 1 UEPS TECHNOLOGIES, INC.
      <BR>&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="48%"
    colSpan=2>By: /s/ Serge C.P. Belamant </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="10%">&nbsp; &nbsp; &nbsp; &nbsp; &nbsp;Name: </TD>
    <TD align=left width="38%">Dr. Serge C.P. Belamant </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="10%">&nbsp; &nbsp; &nbsp; &nbsp; &nbsp;Title: </TD>
    <TD align=left width="38%">Chairman and Chief Executive Officer </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="48%" colSpan=2>
      <P>&nbsp;</P>
      <P>SHAREHOLDERS: <BR>&nbsp; </P></TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="48%" colSpan=2>GENERAL ATLANTIC PARTNERS 80, L.P.
      <BR>&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="48%" colSpan=2>By: GENERAL ATLANTIC LLC, its
    General&nbsp;</TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="48%" colSpan=2>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp;
      &nbsp; &nbsp;Partner <BR>&nbsp;&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="48%"
    colSpan=2>By: /s/ Matthew Nimetz </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="10%">&nbsp; &nbsp; &nbsp; &nbsp; &nbsp;Name: </TD>
    <TD align=left width="38%">Matthew Nimetz </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="10%">&nbsp; &nbsp; &nbsp; &nbsp; &nbsp;Title: </TD>
    <TD align=left width="38%">Managing Director <BR>&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="48%" colSpan=2>GENERAL ATLANTIC PARTNERS 82, L.P.
      <BR>&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="48%" colSpan=2>By: GENERAL ATLANTIC LLC, its General
    </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="48%" colSpan=2>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp;
      &nbsp; &nbsp;Partner <BR>&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="48%"
    colSpan=2>By: /s/ Matthew Nimetz </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="10%">&nbsp; &nbsp; &nbsp; &nbsp; &nbsp;Name: </TD>
    <TD align=left width="38%">Matthew Nimetz </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="10%">&nbsp; &nbsp; &nbsp; &nbsp; &nbsp;Title: </TD>
    <TD align=left width="38%">Managing Director </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="48%" colSpan=2>
      <P>&nbsp; </P>
      <P>GAPSTAR, LLC <BR>&nbsp; </P></TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="48%"
    colSpan=2>By: /s/ Matthew Nimetz </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="10%">&nbsp; &nbsp; &nbsp; &nbsp; &nbsp;Name: </TD>
    <TD align=left width="38%">Matthew Nimetz </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="10%">&nbsp; &nbsp; &nbsp; &nbsp; &nbsp;Title: </TD>
    <TD align=left width="38%">Vice President <BR>&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="48%" colSpan=2>
      <P>&nbsp; </P>
      <P>GAP COINVESTMENTS III, LLC <BR>&nbsp; </P></TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="48%"
    colSpan=2>By: /s/ Matthew Nimetz </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="10%">&nbsp; &nbsp; &nbsp; &nbsp; &nbsp;Name: </TD>
    <TD align=left width="38%">Matthew Nimetz </TD></TR>
  <TR vAlign=top>
    <TD align=left>&nbsp;</TD>
    <TD align=left width="10%">&nbsp; &nbsp; &nbsp; &nbsp; &nbsp;Title: </TD>
    <TD align=left width="38%">A Managing Member </TD></TR></TABLE>
<P align=center>- 24 -</P>
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noShade SIZE=5>
<!--$$/page=--><A name=page_27></A><BR>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="48%" colSpan=2>GAP COINVESTMENTS IV, LLC </TD></TR>
  <TR>
    <TD  >&nbsp;</TD>
    <TD width="10%" >&nbsp; </TD>
    <TD width="38%">&nbsp; </TD></TR>
  <TR>
    <TD  >&nbsp;</TD>
    <TD width="10%" >&nbsp; </TD>
    <TD width="38%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="48%"
    colSpan=2>By: /s/ Matthew Nimetz </TD></TR>
  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="10%" >&nbsp; &nbsp; &nbsp; &nbsp;
      &nbsp;Name: </TD>
    <TD align=left width="38%">Matthew Nimetz </TD></TR>
  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="10%" >&nbsp; &nbsp; &nbsp; &nbsp;
      &nbsp;Title: </TD>
    <TD align=left width="38%">A Managing Member </TD></TR>
  <TR>
    <TD  >&nbsp;</TD>
    <TD width="10%" >&nbsp; </TD>
    <TD width="38%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="48%" colSpan=2>GAPCO GMBH &amp; CO. KG </TD></TR>
  <TR>
    <TD  >&nbsp;</TD>
    <TD width="10%" >&nbsp; </TD>
    <TD width="38%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="48%" colSpan=2>By: GAPCO MANAGEMENT GMBH, </TD></TR>
  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="48%" colSpan=2>&nbsp; &nbsp; &nbsp; &nbsp; &nbsp;
      &nbsp; &nbsp;its General Partner </TD></TR>
  <TR>
    <TD  >&nbsp;</TD>
    <TD width="10%" >&nbsp; </TD>
    <TD width="38%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD style="BORDER-BOTTOM: #000000 1px solid" align=left width="48%"
    colSpan=2>By: /s/ Matthew Nimetz </TD></TR>
  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="10%" >&nbsp; &nbsp; &nbsp; &nbsp;
      &nbsp;Name: </TD>
    <TD align=left width="38%">Matthew Nimetz </TD></TR>
  <TR vAlign=top>
    <TD align=left  >&nbsp;</TD>
    <TD align=left width="10%" >&nbsp; &nbsp; &nbsp; &nbsp;
      &nbsp;Title: </TD>
    <TD align=left width="38%">Managing Director </TD></TR></TABLE>
<P align=center>- 25 -</P>
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noShade SIZE=5>
<!--$$/page=--><A name=page_28></A>
<P align=right>SCHEDULE A</P>
<P align=center><U>NOTICES</U></P>
<TABLE
style="BORDER-COLOR: black; FONT-SIZE: 10pt; BORDER-COLLAPSE: collapse; "
cellSpacing=0 cellPadding=0 width="100%" border=0>

  <TR vAlign=top>
    <TD align=left colSpan=2>if to General Atlantic, to: </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="85%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left colSpan=2>c/o General Atlantic Service Company, LLC </TD></TR>
  <TR vAlign=top>
    <TD align=left colSpan=2>3 Pickwick Plaza </TD></TR>
  <TR vAlign=top>
    <TD align=left colSpan=2>Greenwich, CT 06830 </TD></TR>
  <TR vAlign=top>
    <TD align=left >Facsimile: </TD>
    <TD align=left width="85%">+1 203 622 8818 </TD></TR>
  <TR vAlign=top>
    <TD align=left >Attention: </TD>
    <TD align=left width="85%">Matthew Nimetz, Esq. </TD></TR>
  <TR vAlign=bottom>
    <TD align=center >&nbsp;</TD>
    <TD align=left width="85%" >David A. Rosenstein,
    Esq.&nbsp;&nbsp;</TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="85%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left colSpan=2>with a copy to: </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="85%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left colSpan=2>Paul, Weiss, Rifkind, Wharton &amp; Garrison LLP
    </TD></TR>
  <TR vAlign=top>
    <TD align=left colSpan=2>1285 Avenue of the Americas </TD></TR>
  <TR vAlign=top>
    <TD align=left colSpan=2>New York, NY 10019-6064 </TD></TR>
  <TR vAlign=top>
    <TD align=left >Facsimile: </TD>
    <TD align=left width="85%">+1 212 757 3990 </TD></TR>
  <TR vAlign=top>
    <TD align=left >Attention: </TD>
    <TD align=left width="85%">Tarun M. Stewart, Esq. </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="85%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="85%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left colSpan=2>if to the Company, to: </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="85%">&nbsp; </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="85%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left colSpan=2>Net 1 UEPS Technologies, Inc. </TD></TR>
  <TR vAlign=top>
    <TD align=left colSpan=2>President Place, 4th Floor </TD></TR>
  <TR vAlign=top>
    <TD align=left colSpan=2>Cnr. Jan Smuts Avenue and Bolton Road </TD></TR>
  <TR vAlign=top>
    <TD align=left >Rosebank </TD>
    <TD align=left width="85%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left colSpan=2>Johannesburg </TD></TR>
  <TR vAlign=top>
    <TD align=left colSpan=2>South Africa </TD></TR>
  <TR vAlign=top>
    <TD align=left >Facsimile: </TD>
    <TD align=left width="85%">+27 11 880 7080 </TD></TR>
  <TR vAlign=top>
    <TD align=left >Attention: </TD>
    <TD align=left width="85%">Dr. Serge C.P. Belamant </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="85%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left colSpan=2>with a copy to: </TD></TR>
  <TR>
    <TD >&nbsp; </TD>
    <TD width="85%">&nbsp; </TD></TR>
  <TR vAlign=top>
    <TD align=left colSpan=2>DLA Piper LLP (US) </TD></TR>
  <TR vAlign=top>
    <TD align=left colSpan=2>1251 Avenue of the Americas </TD></TR>
  <TR vAlign=top>
    <TD align=left colSpan=2>New York, NY 10020-1104 </TD></TR>
  <TR vAlign=top>
    <TD align=left >Facsimile: </TD>
    <TD align=left width="85%">+1 212 835 6001 </TD></TR>
  <TR vAlign=top>
    <TD align=left >Attention: </TD>
    <TD align=left width="85%">Marjorie Sybul Adams, Esq.
</TD></TR></TABLE><BR>
<HR align=center width="100%" color=black noShade SIZE=5>

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