EXHIBIT 3
to SCHEDULE 13D
EXECUTION COPY
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT, dated as of August 11,
2005 (this "AMENDMENT"), by and among:
A. CI Law Trustees Limited for the San ▇▇▇▇▇ Trust, a Channel
Islands trust (the "SAN ▇▇▇▇▇ TRUST");
B. Dr. Serge C.P. Belamant ("BELAMANT");
C. South African Private Equity Fund III, L.P., a Cayman
Islands limited partnership ("SAPEF");
D. South African Private Equity Trust III, a South African
trust ("SAPET");
▇. ▇▇▇▇▇ International Limited, a Mauritian company ("BRAIT");
F. Brenthurst Private Equity II Limited, a British Virgin
Islands company ("BRENTHURST II");
G. Brenthurst Private Equity South Africa I Limited, a British
Virgin Islands company ("BRENTHURST I" and, collectively with the San ▇▇▇▇▇
Trust, Belamant, SAPEF, SAPET, Brait and Brenthurst II, the "SELLERS");
H. General Atlantic Partners 80, L.P., a Delaware limited
partnership ("GAP LP");
I. GapStar, LLC, a Delaware limited liability company
("GAPSTAR");
J. GAP Coinvestments III, LLC, a Delaware limited liability
company ("GAP COINVESTMENTS III");
K. GAP Coinvestments IV, LLC, a Delaware limited liability
company ("GAP COINVESTMENTS IV");
L. GAPCO GmbH & Co. KG, a German limited partnership ("GAPCO
KG" and, collectively with GAP LP, GapStar, GAP Coinvestments III and GAP
Coinvestments IV, the "PURCHASERS"); and
M. Net 1 UEPS Technologies, Inc., a Florida corporation (the
"COMPANY").
WHEREAS, the Sellers, the Purchasers and the Company are parties to a
Stock Purchase Agreement, dated as of July 18, 2005 (the "ORIGINAL AGREEMENT");
WHEREAS, the Sellers, the Purchasers and the Company wish to amend
certain provisions of the Original Agreement; and
WHEREAS, capitalized terms used but not defined in this Amendment shall
have the respective meanings given to such terms in the Original Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:
1. AMENDMENT OF EXHIBIT A. Exhibit A of the Original Agreement is
hereby amended and restated to read as follows:
PURCHASED SHARES
PURCHASER PERCENTAGE
---------------------------------------------------------- ------------------
General Atlantic Partners 80, L.P. 91.08405%
GapStar, LLC 1.8750%
GAP Coinvestments III, LLC 5.4572%
GAP Coinvestments IV, LLC 1.4275%
GAPCO GmbH & Co. KG 0.15625%
SELLER PERCENTAGE
---------------------------------------------------------- ------------------
CI Law Trustees Limited for the San ▇▇▇▇▇ Trust 5.0705472%
Dr. Serge C.P. Belamant 9.0580161%
South African Private Equity Fund III, L.P. 67.7076693%
South African Private Equity Trust III 0.9753915%
Brait International Limited 3.9064508%
Brenthurst Private Equity II Limited 8.5941879%
Brenthurst Private Equity South Africa I Limited 4.6877372%
2. CONTINUED EFFECT. Except as provided in this Amendment, the
Original Agreement shall continue in full force and effect.
3. OTHER PROVISIONS. The provisions of Article X [Miscellaneous]
of the Original Agreement are incorporated herein as if fully set forth herein
(other than Section 10.1 [Survival of Representations and Warranties] and
Section 10.11 [Entire Agreement] of such Article X); PROVIDED that the term
"Agreement" shall be replaced with the term "Amendment" wherever the same
appears in such Article X.
4. ENTIRE AGREEMENT. This Amendment, together with the Original
Agreement, are intended by the parties as a final expression of their agreement
and intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained
herein and supersedes all prior agreements and understandings between the
parties with respect to such subject matter.
IN WITNESS WHEREOF, the undersigned have executed, or have
caused to be executed, this Amendment on the date first written above.
SELLERS:
CI LAW TRUSTEES LIMITED FOR THE
SAN ▇▇▇▇▇ TRUST
By: /s/ R. ▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------
Name: R. ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
/s/ Serge C.P. Belamant
----------------------------------------------
Serge C.P. Belamant
SOUTH AFRICAN PRIVATE EQUITY FUND III, L.P.
By: SAPEF III INTERNATIONAL G.P. LIMITED, its
General Partner
By: /s/ Hans Schibil
-----------------------------------------
Name: Hans Schibil
Title: Director
SOUTH AFRICAN PRIVATE EQUITY TRUST III
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
Title: Manager
BRAIT INTERNATIONAL LIMITED
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director
BRENTHURST PRIVATE EQUITY II LIMITED
By: /s/ Alasdair ▇. ▇. ▇▇▇▇
-----------------------------------------
Name: Alasdair ▇. ▇. ▇▇▇▇
Title: Managing Partner - Southern
Cross Capital LLC
BRENTHURST PRIVATE EQUITY
SOUTH AFRICA I LIMITED
By: /s/ Alasdair ▇. ▇. ▇▇▇▇
-----------------------------------------
Name: Alasdair ▇. ▇. ▇▇▇▇
Title: Managing Partner - Southern
Cross Capital LLC
PURCHASERS:
GENERAL ATLANTIC PARTNERS 80, L.P.
By: GENERAL ATLANTIC LLC, its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
GAPSTAR, LLC
By: GENERAL ATLANTIC LLC, its Sole Member
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
GAP COINVESTMENTS III, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: A Managing Member
GAP COINVESTMENTS IV, LLC
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: A Managing Member
GAPCO GMBH & CO. KG
By: GAPCO MANAGEMENT GMBH,
its General Partner
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------------
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Managing Director
COMPANY:
NET 1 UEPS TECHNOLOGIES, INC.
By: /s/ Serge C.P. Belamant
-----------------------------------------
Name: Serge C.P. Belamant
Title: Chief Executive Officer
