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