EXECUTION COPY AMENDMENT NO. 1 TO STOCK PURCHASE AGREEMENT
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: Director | |
| BRAIT INTERNATIONAL LIMITED | |
| By: /s/ ▇▇▇▇▇▇▇ Boodhou | |
| Name: ▇▇▇▇▇▇▇ Boodhou | |
| Title: Director |
| BRENTHURST PRIVATE EQUITY II | |
| LIMITED | |
| By: /s/ Alasdair ▇.▇. ▇▇▇▇ | |
| Name: Alasdair ▇.▇. ▇▇▇▇ | |
| Title: Managing Partner Southern | |
| Cross Capital | |
| BRENTHURST PRIVATE EQUITY | |
| SOUTH AFRICA I LIMITED | |
| By: /s/ Alasdair ▇.▇. ▇▇▇▇ | |
| Name: Alasdair ▇.▇. ▇▇▇▇ | |
| Title: Managing Partner Southern | |
| Cross Capital |
| 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/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | |
| Title: Chief Financial Officer |