EX-10.32 17 ex1032.htm EX-10.32
AMENDMENT NO. 2
TO
COOPERATION AGREEMENT
This
Amendment
No. 2
(this
“Amendment”)
to
Cooperation
Agreement
dated
as
of
March 22, 2022, is by and between Net 1 UEPS Technologies, Inc., a Florida corporation (the
“Company”), and Value
Capital Partners (Pty) Ltd.
(Registration number 2016/242305/07),
a
South
African private
company
(“VCP,”
and together
with the
Company,
the “Parties,”
and
each, a “Party”).
RECITALS
WHEREAS,
the
Parties
have
entered
into
a
Cooperation
Agreement
dated
as
of
May 13, 2020, which was amended by Amendment No. 1 on
December 9, 2020 (as heretofore
amended,
amended
and
restated,
supplemented
or
otherwise
modified
from
time
to
time
in
accordance with its provisions, the “Agreement”); and
WHEREAS,
the
Parties
hereto
desire
to
amend
the
Agreement
to
(i)
permit
VCP
to
acquire the Company’s securities pursuant
to that certain
Securities Purchase Agreement dated
as of March 14,
2022, by and
among the Company,
Net1 Applied Technologies
South Africa
Proprietary Limited and VCP and (ii) modify certain standstill provisions related thereto.
NOW,
THEREFORE, in
consideration of
the foregoing
and other
good and
valuable
consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties
agree
as follows:
1.
Definitions.
Capitalized terms
used and
not defined
in this
Amendment have
the respective meanings assigned to them in the Agreement.
2.
Amendments to
Section 2 of
the Agreement.
As of
the date
hereof, Section 2
of the Agreement is hereby amended or modified as follows:
(a)
Section 2(b)
of
the
Agreement
is
hereby
amended
and
restated
in
its
entirety as follows:
“(b) except following approval of the Board,
purchase or cause to be purchased
or
otherwise acquire
(i)
beneficial ownership
of
any
Common
Stock
or
other
Securities
of
the
Company
(other
than
securities
issued
pursuant
to
a
plan
established
by
the
Board
for
members
of
the
Board
or
a
stock
split,
stock
dividend or
similar corporate
action initiated
by the
Company with
respect to
any securities
beneficially owned
by VCP),
if immediately
after the
taking of
such action, VCP together with
its controlled and controlling
Affiliates would,
in
the
aggregate,
beneficially
own
more
than
24.9%
of
the
then
outstanding
shares of
Common Stock, or
(ii) interests
in any
of the
Company's indebtedness;
provided, however that
the foregoing purchase
and acquisition
limitation shall
not any apply to any shares of Common Stock acquired pursuant to that certain
Securities Purchase Agreement dated
as of March 14,
2022, by and among
the
Company,
Net1
Applied
Technologies
South
Africa
Proprietary
Limited
and
VCP;”
(b)
The two paragraphs
at the end
of Section 2 of the
Agreement, beginning
with
the
words,
“In
the
event
that . . .
.”
are
hereby
amended
and
restated
in
their
entirety as follows:
“Notwithstanding
anything
to
the
contrary
herein,
nothing
in
this
Agreement
shall
restrict
(i)
VCP’s
ability
to
vote,
transfer
or
hedge
any
Common
Stock
beneficially owned by it or (ii) the New Nominee from taking any action in his
or her capacity as a director of the Company in a manner consistent
with his or
her fiduciary duties to the Company,
and the taking of any such action by
such
individuals shall not be a breach of this Agreement.”
3.
Date of Effectiveness; Limited Effect.
This Amendment shall be deemed as of
the date first written above.
Except as expressly provided in this Amendment, all of the terms
and provisions
of the
Agreement are
and will
remain in
full force
and effect
and are
hereby
ratified
and
confirmed
by
the
Parties.
Without
limiting
the
generality
of
the
foregoing,
the
amendments contained herein will
not be construed as
an amendment to or
waiver of any other
provision of the
Agreement or as a
waiver of or consent
to any further or
future action on the
part of either
Party that
would require the
waiver or
consent of the
other Party.
On and after
the
date
hereof,
each
reference
in
the
Agreement
to
“this
Agreement,”
“the
Agreement,”
“hereunder,”
“hereof,” “herein,”
or words of like import, and each reference to the Agreement
in any other
agreements, documents, or
instruments executed and
delivered pursuant to,
or in
connection with, the
Agreement, will
mean and
be a
reference to
the Agreement
as amended
by this Amendment.
4.
Miscellaneous.
(a)
This Amendment is governed by and
construed in accordance with, the
laws of the
State of New York, without regard to
the conflict of
laws provisions of such
State.
(b)
This Amendment shall inure to the benefit of and be binding upon each
of the Parties and each of their respective successors and assigns.
(c)
The headings
in this
Amendment are
for reference only
and do
not affect
the interpretation of this Amendment.
(d)
This
Amendment
may
be
executed
in
counterparts,
each
of
which
is
deemed an original, but all of which constitute
one and the same agreement.
Delivery
of an
executed counterpart
of this
Amendment electronically
or by
facsimile shall
be
effective as delivery of an original executed counterpart of this Amendment.
(e)
This Amendment constitutes the sole and entire agreement between the
Parties with respect to the subject matter
contained herein, and supersedes all prior and
contemporaneous
understandings,
agreements,
representations,
and
warranties,
both
written and oral, with respect to such subject matter.
[Signature Page Follows]
IN WITNESS WHEREOF, the Parties have executed
this Amendment as of the date first
written above.
NET 1 UEPS TECHNOLOGIES, INC.
By: /s/ Alex M.R. Smith
Name:
Alex M.R. Smith
Title: Chief Accounting Officer
VALUE
CAPITAL PARTNERS
(PTY) LTD.
By: /s/ Sam Sithole
Name:
Sam Sithole
Title: CEO