AMENDMENT NO. 2
AMENDMENT NO. 2
TO
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/ Xxxx X.X. Xxxxx
Name: Xxxx X.X. Xxxxx
Title: Chief Accounting Officer
VALUE CAPITAL PARTNERS
(PTY) LTD.
By: /s/ Xxx Xxxxxxx
Name: Xxx Xxxxxxx
Title: CEO
