Net 1 UEPS Technologies, Inc.: Exhibit 10.62- Filed by newsfilecorp.com






Exhibit 10.62 

INDEPENDENT DIRECTOR AGREEMENT 

This Independent Director
Agreement is made effective as of June 1, 2017 (the “Agreement”), between Net 1
UEPS Technologies, Inc., a Florida corporation (the “Company”), and Alfred
Mockett (“Director”). 

WHEREAS, it is essential to the
Company to retain and attract as directors the most capable persons available to
serve on the board of directors of the Company (the “Board”); and 

WHEREAS, the Company believes
that Director possesses the necessary qualifications and abilities to serve as a
director of the Company and to perform the functions and meet the Company’s
needs related to its Board, 

NOW, THEREFORE, in consideration
of the mutual promises contained herein, the benefits to be derived by each
party hereunder and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows: 

1.      Service
as Director. Director will serve as a director of the Company and perform
all duties as a director of the Company, including without limitation (a)
attending meetings of the Board, (b) serving on one or more committees of the
Board (each a “Committee”) and attending meetings of each Committee of which
Director is a member, and (c) using reasonable efforts to promote the business
of the Company. The Company currently intends to hold at least one regular
meeting of the Board and each Committee each quarter, together with additional
meetings of the Board and Committees as may be required by the business and
affairs of the Company. In fulfilling his responsibilities as a director of the
Company, Director agrees that he will act in good faith, with the care an
ordinarily prudent person in a like position would exercise under similar
circumstances, and in a manner he reasonably believes to be in the best
interests of the Company. Director agrees to abide by the policies and
procedures of the Company, including the Company’s insider trading policy. 

2.      Compensation
and Expenses. 

(a)      Board
Compensation. For the services provided to the Company as a director, the
Director will be entitled to compensation as determined by the Board from time
to time. 

(b)      Expenses.
The Company will reimburse Director in accordance with the non-employee director
expense policy attached hereto as Exhibit A. 

(c)     
Other Benefits. The Board (or its designated Committee) may from time to
time authorize additional compensation and benefits for Director, including
additional compensation for service as chairman of a Committee and awards under
any stock incentive, stock option, stock compensation or long-term incentive
plan of the Company, including, without limitation, the Company’s Amended and
Restated 2015 Stock Incentive Plan or any other plan that may later be
established by the Company. 




EXECUTION COPY


3.      Director
and Officer Liability Insurance. The Company shall maintain an insurance
policy or policies providing directors’ and officers’ liability insurance, and
Director shall be covered by such policy or policies, in accordance with its or
their terms, to the maximum extent of the coverage available for any of the
Company’s directors or officers. At a minimum, such coverage shall consist of an
aggregate of at least $35,000,000, comprised of $20,000,000 in traditional A/B/C
coverage and $15,000,000 in Side-A excess difference-in-conditions coverage with
a retention of $350,000. The Company shall maintain such insurance coverage for
Director for at least six years after such time that Director ceases to be a
member of the Board.

4.      Limitation
of Liability; Right to Indemnification. Director shall be entitled to
indemnification by the Company under the terms of an indemnification agreement,
attached hereto as Exhibit B (the “Indemnification Agreement”), to be
executed contemporaneously with this Agreement. 

5.      Amendments
and Waiver. No supplement, modification or amendment of this Agreement will
be binding unless executed in writing by both parties. No waiver of any
provision of this Agreement on a particular occasion will be deemed or will
constitute a waiver of that provision on a subsequent occasion or a waiver of
any other provision of this Agreement. 

6.      Binding
Effect. This Agreement will be binding upon and inure to the benefit of and
be enforceable by the parties and their respective successors and assigns. 

7.     
Severability. The provisions of this Agreement are severable, and any
provision of this Agreement that is held by a court of competent jurisdiction to
be invalid, void, or otherwise unenforceable in any respect will not affect the
validity or enforceability of any other provision of this Agreement. 

8.      Governing
Law. This Agreement will be governed by and construed and enforced in
accordance with the laws of the State of Florida applicable to contracts made
and to be performed in that state without giving effect to the principles of
conflicts of laws. 

9.     
Entire Agreement. This Agreement and the Indemnification Agreement
constitute the entire understanding between the parties with respect to the
subject matter hereof, superseding all negotiations, prior discussions and prior
agreements and understanding relating to such subject matter. 

10.     Miscellaneous.
This Agreement may be executed by the Company and Director in any number of
counterparts, each of which shall be deemed an original instrument, but all of
which together shall constitute but one and the same instrument. A signed copy
of this Agreement transmitted by facsimile, email or other means of electronic
transmission shall be deemed to have the same legal effect as delivery of an
original executed copy of this Agreement for all purposes. Director acknowledges
that this Agreement does not constitute a contract of employment and does not
imply that the Company will continue his service as a director for any period of
time. 

[Signature page follows.]





IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date shown above.


	Net 1 UEPS Technologies, Inc. 
	  
	  
	By:/s/ Herman G. Kotzé 
	Name: Herman G. Kotzé 
	Title: Chief Financial Officer 
	  
	  
	/s/ Alfred Mockett
    
	Alfred Mockett 



[Signature Page to the Independent Director Agreement (Alfred
Mockett)]




Exhibit A 

Expense Policy




NET 1 UEPS TECHNOLOGIES, INC. (“Net1”)
 NON-EMPLOYEE
DIRECTOR (“NED”) EXPENSE POLICY

When travelling on Net1 business, NEDs of Net1 will be entitled
to be reimbursed for all expenses necessarily incurred specifically: 

	 	•	First or business class air travel (at the
      election of the director). 
	 	 	 
		•	Single room hotel accommodation and reasonable
      extras (three to five star at the election of the NED). 
	 	 	 
	 	•	Meals and reasonable incidental expenditure.
  
	 	 	 
	 	•	Other travel costs (car hire, trains, taxis,
      etc). 


The above policy applies to NEDs for a maximum of three nights
per single day board meeting with or without a board dinner the night before or
after, and four nights if there are two days of meetings. 

A summary schedule of expenditure by each NED will be tabled
annually in August for review by the Nominating and Corporate Governance
Committee. 

Approved 
May 3rd, 2017


A-1




Exhibit B


Indemnification Agreement




INDEMNIFICATION AGREEMENT


This Indemnification Agreement
(this “Agreement”) is made as of June 1, 2017, by and between Net 1 UEPS
Technologies, Inc., a Florida corporation (the “Corporation”), and Alfred
Mockett (“Indemnitee”). Capitalized terms used, but not otherwise defined
herein, shall have the meanings set forth in Section 1. 

RECITALS


A.     
Highly competent and qualified persons have become more reluctant to serve
corporations as directors, officers or in other capacities unless they are
provided with adequate protection through insurance coverage or adequate
indemnification against risks of claims and actions against them arising out of
their service to and activities on behalf of the corporation. 

B.      The
Board of Directors of the Corporation (the “Board”) has determined that,
in order to attract and retain competent and qualified individuals, the
Corporation will seek to maintain on an ongoing basis, at its sole expense,
directors’ and officers’ liability insurance to protect persons serving the
Corporation and its subsidiaries from certain liabilities. However, as a result
of changes in the marketplace for insurance it has become increasingly difficult
to obtain directors’ and officers’ liability insurance on terms providing
reasonable protection at reasonable cost. The uncertainties relating to
directors’ and officers’ liability insurance have increased the difficulty of
attracting and retaining such persons. 

C.      The
Board has determined that the potential inability to attract and retain highly
competent and qualified persons to serve the Corporation would be detrimental to
the best interests of the Corporation and its shareholders and that the
Corporation should act to assure such persons that there will be increased
certainty of adequate protection against risks of claims and actions against
them arising out of their service to and activities on behalf of the Corporation
in the future. 

D.      The
Board has determined that it is reasonable, prudent and necessary for the
Corporation to contractually obligate itself to indemnify, and to advance
expenses on behalf of, such persons to the fullest extent permitted by
applicable law so that they will serve or continue to serve the Corporation free
from undue concern that they will not be so indemnified. 

E.      Indemnitee
has agreed to serve the Corporation in an officer and/or director capacity
provided that Indemnitee is provided the protections available under this
Agreement, the Corporation’s Amended and Restated Articles of Incorporation (as
amended and restated from time to time, the “Articles of Incorporation”),
the Corporation’s Amended and Restated Bylaws (as amended and restated from time
to time, the “Bylaws”) and directors’ and officers’ liability insurance
coverage that is adequate in the present circumstances. 

F.      This
Agreement is a supplement to and in furtherance of any protections provided by
the Articles of Incorporation, the Bylaws and any resolutions adopted pursuant
thereto, and shall not be deemed a substitute therefor, nor to diminish or
abrogate any rights of Indemnitee thereunder. In addition, Indemnitee will be
entitled to indemnification pursuant to the Florida Business Corporation Act.


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NOW THEREFORE, in consideration
of the foregoing and the covenants, promises and representations set forth
herein, and for other good and valuable consideration, including Indemnitee’s
agreement to serve as a director and/or officer of the Corporation after the
date hereof, and intending to be legally bound hereby, the parties hereto agree
as follows: 

1.      Certain
Definitions for Purposes of this Agreement. The following terms as used in
this Agreement shall have the meanings set forth below. 

(a)     
“Change in Control” shall have occurred if, during any period of two consecutive
years, individuals who at the beginning of that period constitute the Board of
the Corporation cease for any reason to constitute at least a majority of it,
unless the election of each new Director was approved in advance by a vote of at
least a majority of the Directors then still in office who were Directors at the
beginning of the period. 

(b)      “Corporation”
includes any domestic or foreign predecessor entity of the Corporation in a
merger or other transaction in which the predecessor’s existence ceased on
consummation of the transaction. 

(c)      “Director”
means an individual who is or was a director of the Corporation or an individual
who, while a director of the Corporation, is or was serving at the Corporation’s
request as a director, officer, partner, trustee, employee, or agent of another
foreign or domestic corporation, partnership, limited liability company, joint
venture, trust, employee benefit plan, or other entity. A Director is considered
to be serving an employee benefit plan at the Corporation’s request if that
Director’s duties to the Corporation also impose duties on, or otherwise involve
services by, him or her to the plan or to participants in or beneficiaries of
the plan. 

(d)      “Disinterested
Director” or “Disinterested Officer” means a Director or Officer, respectively,
who at the time of a vote or selection referred to in Section 4(b) or 5(c) is
not a party to the Proceeding. 

(e)      “Enterprise”
means (i) the Corporation, (ii) any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise that is an affiliate
or wholly or partially owned subsidiary of the Corporation and of which
Indemnitee is or was serving as a director, trustee, general partner, managing
member, officer, employee, agent or fiduciary, and (iii) any other corporation,
partnership, limited liability company, joint venture, trust, employee benefit
plan or other enterprise of which Indemnitee is or was serving at the express
written request of the Corporation as a director, trustee, general partner,
managing member, officer, employee, agent or fiduciary. 

(f)      “Expenses”
includes all reasonable counsel fees, retainers, court costs, transcript costs,
fees of experts, witness fees, travel expenses, duplicating costs, printing and
binding costs, telephone charges, postage, delivery service fees, and all other
disbursements or expenses of the types customarily incurred in connection with
prosecuting, defending, preparing to prosecute or defend, investigating, being
or preparing to be a witness in, or otherwise participating in, a Proceeding,
including any appeals. Expenses also shall include Expenses incurred in
connection with any appeal resulting from any Proceeding, including the
premium,security for, and other costs relating to any cost bond,
supersede as bond, or other appeal bond or its equivalent. Expenses shall
include any federal, state, local or foreign taxes imposed on the Indemnitee, as
a result of the actual or deemed receipt of any payments under this Agreement.
Expenses, however, shall not include amounts paid in settlement by Indemnitee or
the amount of judgments or fines against Indemnitee. 

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(g)      “Independent
Legal Counsel” means a law firm, or a member of a law firm, that is experienced
in matters of corporation law and neither presently is, nor in the past five
years has been, retained to represent: (i) the Corporation, (ii) Indemnitee, or
(iii) any other party to the Proceeding giving rise to a claim for
indemnification hereunder. Notwithstanding the foregoing, the term “Independent
Legal Counsel” shall not include any person who, under the applicable standards
of professional conduct then prevailing, would have a conflict of interest in
representing either the Corporation or Indemnitee in an action to determine
Indemnitee’s rights under this Agreement. 

(h)     
“Liability” includes the obligation to pay a judgment, settlement, penalty, fine
(including an excise tax assessed with respect to an employee benefit plan), or
reasonable Expenses actually incurred with respect to a Proceeding. 

(i)      “Officer”
means an individual who is or was an officer of the Corporation or an individual
who, while an officer of the Corporation, is or was serving at the Corporation’s
request as a director, officer, partner, trustee, employee, or agent of another
foreign or domestic corporation, partnership, limited liability company, joint
venture, trust, employee benefit plan, or other entity. An Officer is considered
to be serving an employee benefit plan at the Corporation’s request if that
Officer’s duties to the Corporation also impose duties on, or otherwise involve
services by, him or her to the plan or to participants in or beneficiaries of
the plan. 

(j)      “Proceeding”
includes any threatened, pending or completed action, suit, arbitration,
alternate dispute resolution mechanism, investigation, inquiry, administrative
hearing or any other actual, threatened or completed proceeding, whether brought
by or in the right of the Corporation or other Enterprise or otherwise and
whether civil, criminal, administrative or investigative, in which Indemnitee
was, is or will be involved as a party or otherwise, by reason of the fact that
Indemnitee is or was an officer or director of the Corporation, by reason of any
action taken by Indemnitee or of any inaction on Indemnitee’s part while acting
as an officer or director of the Corporation, or by reason of the fact that
Indemnitee is or was serving at the request of the Corporation as a director,
officer, employee, agent or fiduciary of another Enterprise; in each case
whether or not Indemnitee is acting or serving in any such capacity at the time
any liability or expense is incurred for which indemnification can be provided
under this Agreement; including one pending on or before the date of this
Agreement, but excluding one initiated by Indemnitee pursuant to this Agreement
to enforce Indemnitee’s rights under this Agreement. 

(k)     
“Reviewing Party” shall mean the person or persons making the entitlement
determination pursuant to Section 5 of this Agreement, and shall not include a
court making any determination under this Agreement or otherwise. 

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2.      Basic
Indemnification Arrangement. 

(a)      Obligation
to Indemnify; Standard of Conduct. Except as provided in Sections 2(e),
2(f), 2(g) or 7 below, the Corporation shall indemnify Indemnitee and hold
harmless Indemnitee, to the fullest extent authorized or permitted by applicable
law, in the event Indemnitee is, or is threatened to be made, a party to a
Proceeding because he or she is or was a Director or Officer, against Liability
incurred in connection with the Proceeding if: 

(1)     
Indemnitee conducted himself or herself in good faith and in a manner he or she
reasonably believed to be in, or not opposed to, the best interests of the
Corporation; and 

(2)      in
the case of any criminal Proceeding, Indemnitee had no reasonable cause to
believe his or her conduct was unlawful. 

(b)      Service
with Respect to Employee Benefit Plan. Indemnitee’s conduct with respect to
an employee benefit plan for a purpose he or she believed in good faith to be in
the interests of the participants in and beneficiaries of the plan is conduct
that satisfies the requirement of Section 2(a)(1). 

(c)      Reliance
as Safe Harbor. For purposes of any determination hereunder, Indemnitee
shall be deemed to have acted in good faith and in a manner reasonably believed
to be in or not opposed to the best interests of the Corporation, or, with
respect to any criminal Proceeding, to have had no reasonable cause to believe
Indemnitee’s conduct was unlawful, if Indemnitee’s conduct was based primarily
on: (i) the records or books of account of the Corporation or relevant entity,
including financial statements, (ii) information supplied to Indemnitee by the
officers of the Corporation or relevant entity in the course of their duties,
(iii) the advice of legal counsel for the Corporation or relevant entity, or
(iv) information or records given or reports made to the Corporation or relevant
entity by an independent certified public accountant, or by an appraiser or
other expert selected with reasonable care by the Corporation or relevant
entity. The provisions of this Section 2(c) shall not be deemed to be exclusive
or to limit in any way the other circumstances in which Indemnitee may be deemed
to have met the relevant standard of conduct set forth in this Agreement. In
addition, the knowledge, and/or actions or failure to act, of any director,
officer, agent or employee of the Corporation shall not be imputed to Indemnitee
for purposes of determining the right to indemnification under this
Agreement.

(d)     
Termination of Proceeding Not Determinative. The termination of a
Proceeding by judgment, order, settlement, or conviction, or upon a plea of nolo
contendere or its equivalent shall not, of itself, create a presumption or be
determinative that Indemnitee is not entitled to indemnification or
reimbursement of Expenses hereunder or otherwise. 

(e)      Limits
on Indemnification. Unless, and then only to the extent that, a court of
competent jurisdiction acting pursuant to Section 6 of this Agreement or Section
607.0850(9) of the Florida Business Corporation Act, determines that, in view of
the circumstances of the case, Indemnitee is fairly and reasonably entitled to
indemnification, the Corporation shall not indemnify Indemnitee under this
Agreement: 

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(1)      in
connection with a Proceeding by or in the right of the Corporation, except for
reasonable Expenses (including an excise tax assessed with respect to an
employee benefit plan) and amounts paid in settlement not exceeding, in the
judgment of the Board, the estimated expense of litigating the Proceeding to
conclusion, actually and reasonably incurred in connection with the defense or
settlement of the Proceeding, including any appeal thereof; or 

(2)     
in connection with a Proceeding by or in the right of the Corporation with
respect to any claim, issue or matter as to which Indemnitee shall have been
adjudged liable to the Corporation. 

(f)     
Proceeding Brought by Indemnitee. Notwithstanding any other provision of
this Agreement, Indemnitee shall not be entitled to indemnification or
advancement of Expenses under this Agreement with respect to any Proceeding or
claim brought or made by Indemnitee against the Corporation or its Directors,
Officers, employees or other indemnitees, other than (i) a Proceeding or claim
seeking or defending Indemnitee’s right to indemnification or advancement of
Expenses pursuant to Section 6 of this Agreement or otherwise, (ii) a Proceeding
authorized by the Board prior to its initiation, or (iii) the Corporation
provides the indemnification, in its sole discretion, pursuant to the powers
vested in the Corporation under applicable law. 

(g)      Settlements.
The Corporation acknowledges that a settlement or other disposition short of
final judgment may be successful if it permits a party to avoid expense, delay,
distraction, disruption and uncertainty. In the event that any Proceeding to
which Indemnitee is a party is resolved in any manner other than by adverse
judgment against Indemnitee (including settlement of such Proceeding with or
without payment of money or other consideration) it shall be presumed that
Indemnitee has been successful on the merits or otherwise in such Proceeding.
Anyone seeking to overcome this presumption shall have the burden of proof and
the burden of persuasion by clear and convincing evidence.

(h)      Mandatory
Indemnification. To the fullest extent permitted by law, the Corporation
shall indemnify Indemnitee to the extent that he or she has been successful, on
the merits or otherwise, in the defense of any Proceeding to which Indemnitee
was a party, or in defense of any claim, issue or matter, because Indemnitee is
or was a Director or Officer, against all Expenses incurred by Indemnitee in
connection with the Proceeding. 

3.     
Contribution. 

(a)      Whether
or not the indemnification provided hereunder is available, in respect of any
Proceeding in which the Corporation is jointly liable with Indemnitee (or would
be if joined in such Proceeding), the Corporation shall pay the entire amount of
any Expenses, judgments, penalties, fines or amounts paid or to be paid in
settlement of such Proceeding without requiring Indemnitee to contribute to such
payment and the Corporation hereby waives and relinquishes any right of
contribution it may have against Indemnitee. The Corporation shall not enter
into any settlement of any Proceeding in which the Corporation is jointly liable
with Indemnitee (or would be if joined in such Proceeding) unless such
settlement provides for a full and final release of all claims asserted against Indemnitee
without any injunction or other equitable relief being imposed against
Indemnitee. 

B-5





(b)     
Without diminishing or impairing the obligations of the Corporation set forth in
the preceding subparagraph, if, for any reason, Indemnitee shall elect or be
required to pay all or any portion of any judgment or settlement in any
Proceeding in which the Corporation is jointly liable with Indemnitee (or would
be if joined in such Proceeding), the Corporation shall contribute to the amount
of Expenses, judgments, penalties, fines and amounts paid in settlement actually
and reasonably incurred and paid or payable by Indemnitee in proportion to the
relative benefits received by the Corporation and all officers, directors or
employees of the Corporation, other than Indemnitee, who are jointly liable with
Indemnitee (or would be if joined in such Proceeding), on the one hand, and
Indemnitee, on the other hand, from the transaction from which such Proceeding
arose; provided, however, that the proportion determined on the basis of
relative benefit may, to the extent necessary to conform to law, be further
adjusted by reference to the relative fault of the Corporation and all officers,
directors or employees of the Corporation other than Indemnitee who are jointly
liable with Indemnitee (or would be if joined in such Proceeding), on the one
hand, and Indemnitee, on the other hand, in connection with the events that
resulted in such Expenses, judgments, penalties, fines or settlement amounts, as
well as any other equitable considerations which the Florida Business
Corporation Act may require to be considered. The relative fault of the
Corporation and all officers, directors or employees of the Corporation, other
than Indemnitee, who are jointly liable with Indemnitee (or would be if joined
in such Proceeding), on the one hand, and Indemnitee, on the other hand, shall
be determined by reference to, among other things, the degree to which their
actions were motivated by intent to gain personal profit or advantage, the
degree to which their liability is primary or secondary and the degree to which
their conduct is active or passive. 

(c)      The
Corporation hereby agrees to indemnify and hold harmless Indemnitee from any
claims of contribution which may be brought by officers, directors or employees
of the Corporation, other than Indemnitee, who may be jointly liable with
Indemnitee.

4.      Advances
for Expenses. 

(a)      Obligations
and Requirements. The Corporation shall advance, to the extent not
prohibited by applicable law, the Expenses incurred by or on behalf of
Indemnitee in connection with any Proceeding, and such advancement shall be made
within thirty (30) days after the receipt by the Corporation of any statement
requesting such advances (which shall include invoices received by Indemnitee in
connection with such Expenses but, in the case of invoices in connection with
legal services, any references to legal work performed or to expenditures made
that would cause Indemnitee to waive any privilege accorded by applicable law
shall not be included with the invoice) from time to time, whether prior to or
after final disposition of any Proceeding. Any such statement shall reasonably
evidence the Expenses incurred by Indemnitee. Advances shall be unsecured and
interest free. Advances shall be made without regard to Indemnitee’s ability to
repay the expenses and without regard to Indemnitee’s ultimate entitlement to
indemnification under the other provisions of this Agreement. Advances shall
include any and all reasonable Expenses incurred pursuing an action to enforce
this right of advancement, including Expenses incurred preparing and forwarding
statements to the Corporation to support the advances claimed. Indemnitee shall
qualify for advances upon the execution and delivery to the Corporation of this Agreement,
subject to the condition that if and to the extent that it is ultimately
determined by a court of competent jurisdiction in a final judgment, not subject
to appeal, that Indemnitee is not entitled to be indemnified by the Corporation,
Indemnitee shall undertake to the fullest extent permitted by law to repay the
advance. Such undertaking shall be an unlimited general obligation of Indemnitee
but need not be secured and shall be accepted without reference to Indemnitee’s
financial ability to make repayment. The right to advances under this Section 4
shall in all events continue until final disposition of any Proceeding,
including any appeal thereof. 

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(b)     
Evaluation of Reasonableness of Expenses. Evaluation as to reasonableness
of Expenses of Indemnitee in the specific case shall be made in the same manner
as the determination that indemnification is permissible, as described in
Section 5 below, except that if the determination is made by Independent Legal
Counsel, evaluation as to reasonableness of Expenses shall be made by those
entitled under Section 5(c)(3) to select Independent Legal Counsel.
Notwithstanding the foregoing sentence, any Expenses claimed by Indemnitee shall
be deemed reasonable if the Reviewing Party fails to make the reasonableness
evaluation within thirty (30) days following the Corporation’s receipt of
invoices for specific Expenses to be reimbursed or advanced. 

5.      Authorization
of and Determination of Entitlement to Indemnification. 

(a)      Entitlement
Determination. The Corporation and Indemnitee acknowledge that indemnification
of Indemnitee under Section 2 of this Agreement has been pre-authorized by the
Corporation as permitted by the Florida Business Corporation Act. Nevertheless,
the Corporation shall not indemnify Indemnitee under Section 2 unless a separate
determination has been made in the specific case that indemnification of
Indemnitee is permissible in the circumstances because Indemnitee has met the
relevant standard of conduct set forth in Section 2(a); provided, however, that:
(i) no such entitlement decision need be made prior to the advancement of
Expenses; and (ii) regardless of the result or absence of any such
determination, the Corporation shall make any indemnification mandated by
Section 2(h) above. 

(b)      To
obtain indemnification (including advancement of Expenses) under this Agreement,
Indemnitee shall submit to the Corporation a written request, including therein
or therewith such documentation and information as is reasonably available to
Indemnitee and is reasonably necessary to determine whether and to what extent
Indemnitee is entitled to indemnification. The Secretary of the Corporation
shall, promptly upon receipt of such a request for indemnification, advise the
Board in writing that Indemnitee has requested indemnification. 

(c)     
Reviewing Party. The determination referred to in Section 5(a) shall be
made, at the election of the Board, by any of the following Reviewing Parties
(unless a Change in Control shall have occurred after Indemnitee first began
serving as a Director or Officer, in which case Indemnitee shall be entitled to
designate that the determination shall be made by Independent Legal Counsel
selected in the manner set forth in Section 5(d) below): 

(1)      by
the Board by a majority vote of a quorum consisting of Disinterested Directors;
or 

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(2)      by
a majority vote of a committee duly designated by the Board (in which
designation directors who do not qualify as Disinterested Directors may
participate) consisting solely of two or more Disinterested Directors; or 

(3)     
by Independent Legal Counsel: (A) Selected in the manner prescribed in paragraph
(1) or (2) of this Section 5(c); or (B) if a quorum of Directors cannot be
obtained for purposes of paragraph (1) and the committee cannot be designated
under paragraph (2), selected by a majority vote of the full Board (in which
selection directors who do not qualify as Disinterested Directors may
participate); or 

(4)      by
the shareholders of the Corporation, by a majority vote of a quorum consisting
of shareholders who were not Parties to that Proceeding or, if no such quorum is
obtainable, by a majority vote of shareholders who were not Parties to that
Proceeding. 

(d)      Selection
of Counsel after Change in Control. If a Change in Control shall have
occurred, Independent Legal Counsel shall be selected by Indemnitee (unless
Indemnitee requests that the selection be made in the manner described in
Section 5(c)(3)), and Indemnitee shall give written notice to the Corporation
advising it of the identity of the Independent Legal Counsel so selected. In
either event, Indemnitee or the Corporation, as the case may be, may, within
fifteen (15) days after the written notice of selection has been given, deliver
to the Corporation or to Indemnitee, as the case may be, a written objection to
the selection; provided, however, that the objection may be asserted only on the
ground that the counsel so selected does not meet the requirements of
“Independent Legal Counsel” as defined in Section 1 of this Agreement. The
objection shall set forth with particularity the factual basis of the assertion.
If a written objection is made and substantiated, the counsel selected may not
serve as Independent Legal Counsel unless and until the objection is withdrawn
or a court has determined that the objection is without merit. If, within
fifteen (15) days after submission by Indemnitee of a written request for
indemnification, no Independent Legal Counsel shall have been selected and not
objected to, either the Corporation or Indemnitee may petition the court
conducting the Proceeding, or another court of competent jurisdiction, for
resolution of any objection that shall have been made by the Corporation or
Indemnitee to the other’s selection of Independent Legal Counsel and/or for the
appointment as Independent Legal Counsel of a person selected by the court or by
another person that the court shall designate, and the person with respect to
whom all objections are so resolved or the person so appointed shall act as
Independent Legal Counsel under Section 5(c). 

(e)      Cooperation
by Indemnitee. Indemnitee shall cooperate with the Reviewing Party with
respect to its determination of Indemnitee’s entitlement to indemnification,
including providing to the Reviewing Party on reasonable advance request any
documentation or information which is not privileged or otherwise protected from
disclosure and which is reasonably available to Indemnitee and reasonably
necessary to the determination. Any Expenses incurred by Indemnitee in so
cooperating with the Reviewing Party shall be borne by the Corporation,
regardless of the determination as to Indemnitee’s entitlement to
indemnification. 

(f)      If
the Reviewing Party shall not have made a determination within sixty (60) days
after receipt by the Corporation of the request therefor, the requisite
determination of entitlement to indemnification shall be deemed to have been
made and Indemnitee shall be entitled to such indemnification absent (i) a
misstatement by Indemnitee of a material fact, or an omission of a material fact
necessary to make Indemnitee’s statement not materially misleading, in
connection with the request for indemnification, or (ii) a prohibition of such
indemnification under applicable law; provided, however, that (x) such 60-day
period may be extended for a reasonable time, not to exceed an additional thirty
(30) days, if the Reviewing Party in good faith requires such additional time to
obtain or evaluate documentation and/or information relating thereto; and (y)
that the foregoing provisions of this Section 5(f) shall not apply if the
determination of entitlement to indemnification is to be made by the
shareholders pursuant to Section 5(c)(4) and if (A) within fifteen (15) days
after receipt by the Corporation of the request for such determination, the
Board or the Disinterested Directors, if appropriate, resolve to submit such
determination to the shareholders for their consideration at an annual meeting
thereof to be held within seventy-five (75) days after such receipt and such
determination is made thereat, or (B) a special meeting of shareholders is
called within fifteen (15) days after such receipt for the purpose of making
such determination, such meeting is held for such purpose within sixty (60) days
after having been so called and such determination is made thereat. 

B-8





(g)      Other.


(i)      In
making a determination with respect to entitlement to indemnification hereunder,
the Reviewing Party shall presume that Indemnitee is entitled to indemnification
under this Agreement, and anyone seeking to overcome this presumption shall have
the burden of proof and the burden of persuasion by clear and convincing
evidence. Neither the failure of the Corporation (including by its directors or
Independent Legal Counsel) to have made a determination prior to the
commencement of any action pursuant to this Agreement that indemnification is
proper in the circumstances because Indemnitee has met the applicable standard
of conduct, nor an actual determination by the Corporation (including by its
directors or Independent Legal Counsel) that Indemnitee has not met such
applicable standard of conduct, shall create a presumption that Indemnitee has
not met the applicable standard of conduct. 

(ii)      The
Reviewing Party, however chosen, shall make the requested determination as
promptly as reasonably practicable after a request for indemnification is
presented. 

(iii)      Any
determination by Independent Legal Counsel under this Section 5 shall be
delivered in the form of a written opinion to the Board with a copy to
Indemnitee. 

(iv)      The
Corporation shall pay any and all reasonable fees and expenses of Independent
Legal Counsel incurred by the counsel in connection with acting pursuant to this
Section 5, and the Corporation shall pay all reasonable fees and expenses
incident to the procedures of this Section 5, regardless of the manner in which
such Independent Legal Counsel was selected or appointed. 

(v)      On
the due commencement of any action to seek court-ordered indemnification
pursuant to Section 6 of this Agreement, Independent Legal Counsel shall be discharged and relieved of any further responsibility in that
capacity, subject to the applicable standards of professional conduct then
prevailing. 

B-9





6.      Court-Ordered
Indemnification and Advances for Expenses. 

(a)     
Procedure. If Indemnitee is a party to a Proceeding, he or she may apply
for indemnification or for advances for Expenses to the court conducting the
Proceeding or to another court of competent jurisdiction. For purposes of this
Agreement, the Corporation consents to personal jurisdiction and venue in any
court in which is pending a Proceeding to which Indemnitee is a party.
Regardless of any determination by the Reviewing Party that Indemnitee is not
entitled to indemnification or to advancement of Expenses or as to the
reasonableness of Expenses, and regardless of any failure by the Reviewing Party
to make a determination as to the entitlement or the reasonableness of Expenses,
the court’s review shall be a de novo review. After receipt of an application
and after giving any notice it considers necessary, the court may: 

(1)      order
indemnification or the advance for Expenses if it determines that Indemnitee is
entitled to indemnification or to advance for Expenses under this Agreement, the
Florida Business Corporation Act or otherwise; or 

(2)      order
indemnification or the advance for Expenses if it determines that, in view of
all the relevant circumstances, it is fair and reasonable to indemnify
Indemnitee, or to advance Expenses to Indemnitee, regardless of whether
Indemnitee has the relevant standard of conduct, complied with the requirements
for advancement of Expenses, or been adjudged liable in a Proceeding referred to
in Section 2(e) above (in which case any court-ordered indemnification need not
be limited to Expenses incurred by Indemnitee, but may include penalties, fines,
amounts paid in settlement, judgments and any other amounts ordered by the court
to be indemnified or advanced). 

(b)      Payment
of Expenses to Seek Court-Ordered Indemnification. If the court determines
that Indemnitee is entitled to indemnification or to advance for Expenses, the
Corporation shall pay Indemnitee’s reasonable Expenses to obtain the
court-ordered indemnification or advance for Expenses. 

7.      Limitations
on Indemnification. Regardless of whether Indemnitee has met the relevant
standard of conduct set forth in Section 2(a), nothing in this Agreement shall
require or permit indemnification of Indemnitee for any Liability or Expenses
incurred in a Proceeding in which a judgment or other final adjudication
establishes that Indemnitee’s actions or omissions to act were material to the
cause of action so adjudicated and constitute: 

(a)      a
violation of criminal law, unless Indemnitee had reasonable cause to believe his
or her conduct was lawful or had no reasonable cause to believe his or her
conduct was unlawful; 

(b)      a
transaction from which Indemnitee derived an improper personal benefit,
including, without limitation, any benefits received through the purchase and
sale by Indemnitee of securities of the Corporation within the meaning of
Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar
provisions of state statutory law or common law; 

B-10




(c)     
in the case of a Director, a circumstance under which the liability provisions
of Section 607.0834 of the Florida Business Corporation Act are applicable; or

 (d)      willful misconduct or a conscious disregard for the best interests of the
  Corporation in a Proceeding by or in the right of the Corporation to procure a
  judgment in its favor or in a Proceeding by or in the right of a shareholder of
  the Corporation. 

8.      Vested
Rights; Specific Performance. No amendment to the Articles of Incorporation
or Bylaws of the Corporation or any other corporate action shall in any way
limit Indemnitee’s rights under this Agreement. In any Proceeding brought by or
on behalf of Indemnitee to specifically enforce the provisions of this
Agreement, the Corporation waives the claim or defense in that Proceeding that
the plaintiff or claimant has an adequate remedy at law, and the Corporation
shall not urge in any such Proceeding the claim or defense that an adequate
remedy at law exists. The provisions of this Section 8, however, shall not
prevent Indemnitee from seeking a remedy at law in connection with any breach of
this Agreement. 

9.     
Liability Insurance. To the extent the Corporation maintains an insurance
policy or policies providing directors’ or officers’ liability insurance,
Indemnitee shall be covered by that policy or those policies, in accordance with
its or their terms, to the maximum extent of the coverage provided under that
policy or those policies in effect for any other Director or Officer of the
Corporation, as the case may be. 

10.      Witness
Fees. Notwithstanding any other provision in this Agreement, to the extent
that Indemnitee is made a witness in any Proceeding to which Indemnitee is not a
party, because he or she is or was a Director or Officer, the Corporation hereby
indemnifies and holds harmless Indemnitee against all Expenses actually and
reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection
therewith. 

11.     
Security for Indemnification Obligations. The Corporation may at any time
and in any manner, at the discretion of the Board, secure the Corporation’s
obligations to indemnify or advance Expenses to Indemnitee pursuant to this
Agreement. 

12.     
Non-exclusivity, No Duplication of Payments. The rights of Indemnitee
under this Agreement shall be in addition to any other rights with respect to
indemnification, advancement of Expenses or otherwise that Indemnitee may have
under the Articles of Incorporation or Bylaws, the Florida Business Corporation
Act or otherwise; provided, however, that the Corporation shall not be liable
under this Agreement to make any payment to Indemnitee under this Agreement to
the extent Indemnitee has otherwise actually received payment (under any
insurance policy, provision of the Articles of Incorporation or Bylaws, or
otherwise) of the amounts otherwise payable under this Agreement. The
Corporation’s obligation to indemnify or advance expenses under this Agreement
to Indemnitee who is or was serving at the request of the Corporation as a
director, officer, partner, trustee, employee or agent of any other entity shall
be reduced by any amount Indemnitee has actually received as indemnification or
advancement of expenses from that other entity. 

13.      Amendments.
To the extent that the provisions of this Agreement are held to be inconsistent
with the provisions of the Florida Business Corporation Act (including Section 607.0850(7) thereof), the provisions of that statute
shall govern. To the extent that the Florida Business Corporation Act is later
amended to permit a Florida corporation, without the need for shareholder
approval, to provide to its directors greater rights to indemnification or
advancement of Expenses than those specifically set forth here, this Agreement
shall be deemed amended to require the greater indemnification or more liberal
advancement of Expenses to Indemnitee, in each case consistent with the Florida
Business Corporation Act as so amended from time to time. Otherwise, no
supplement, modification or amendment of this Agreement shall be binding unless
executed in writing by the Corporation and Indemnitee. To the extent there is
any supplement, modification or amendment to this Agreement, such supplement,
modification or amendment shall not adversely affect any right or protection
hereunder of Indemnitee in respect of any act or omission occurring prior to the
time of such supplement, modification or amendment.

B-11





14.      Subrogation.
In the event of payment under this Agreement, the Corporation shall be
subrogated to the extent of that payment to all of the rights of recovery of
Indemnitee, who shall execute all papers required and shall do everything that
may be necessary to secure those rights, including the execution of documents
necessary to enable the Corporation effectively to bring suit to enforce those
rights; provided, however, that any rights of recovery of Indemnitee pursuant to
any liability insurance policy separately paid for by Indemnitee shall not be
subject to subrogation under this Section 14 except that any amounts recovered
under such policy shall be subject to Section 12 hereof. 

15.      Waiver.
No waiver of any of the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provisions of this Agreement (whether or not
similar) nor shall such a waiver constitute a continuing waiver. 

16.      Binding
Effect, Etc. This Agreement shall be binding on and inure to the benefit of
and be enforceable by the parties to this Agreement and their respective
successors or assigns (including any direct or indirect successor or assign by
purchase, merger, consolidation or otherwise to all or substantially all of the
business and/or assets of the Corporation), spouses, heirs, and personal and
legal representatives. 

17.     
Applicability of Agreement. This Agreement shall apply retroactively with
respect to acts or omissions of Indemnitee occurring since the date that
Indemnitee first became a Director or Officer, and this Agreement shall continue
in effect regardless of whether Indemnitee continues to serve as a Director or
Officer, but only in respect of acts or omissions occurring prior to the
termination of Indemnitee’s service as a Director or Officer. 

18.     
Severability. If any provision or provisions of this Agreement shall be
held to be invalid, illegal, or unenforceable for any reason whatsoever: 

(a)      the
validity, legality, and enforceability of the remaining provisions of this
Agreement (including without limitation, each portion of any Section of this
Agreement containing any such provision held to be invalid, illegal, or
unenforceable, that is not itself invalid, illegal, or unenforceable) shall not
in any way be affected or impaired by it; 

B-12




(b)      the
provision or provisions shall be deemed reformed to the extent necessary to
conform to applicable law and to give the maximum effect to the intent of the
parties to this Agreement; and 

(c)      to
the fullest extent possible, the provisions of this Agreement (including,
without limitation, each portion of any Section of this Agreement containing any
provision held to be invalid, illegal, or unenforceable, that is not itself
invalid, illegal, or unenforceable) shall be construed so as to give effect to
the intent manifested by it. 

19.      Governing
Law. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Florida applicable to contracts made
and to be performed in Florida without giving effect to the principles of
conflicts of laws. 

20.      Headings.
The headings of the Sections of this Agreement are inserted for convenience only
and shall not be deemed to constitute part of this Agreement or to affect the
construction of this Agreement. 

21.     
Inducement. The Corporation expressly confirms and agrees that it has
entered into this Agreement and assumed the obligations imposed on it under this
Agreement in order to induce Indemnitee to serve or continue to serve as a
Director and/or Officer, and the Corporation acknowledges that Indemnitee is
relying on this Agreement in serving as a director, officer, employee or agent
of the Corporation or, at the request of the Corporation, as a director,
officer, partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, limited liability company, joint venture, trust,
employee benefit plan or other entity. 

22.      Notice
by Indemnitee. Indemnitee agrees promptly to notify the Corporation in
writing upon being served with any summons, citation, subpoena, complaint,
indictment, information, or other document relating to any Proceeding or matter
which may be subject to indemnification or advancement of Expenses covered under
this Agreement. The failure of Indemnitee so to notify the Corporation shall not
relieve the Corporation of any obligation that it may have to Indemnitee under
this Agreement or otherwise. 

23.      Notices.
All notices, requests, demands, and other communications under this Agreement
shall be in writing and shall be deemed to have been duly given if: (i)
delivered by hand and receipted for by the party to whom the notice or other
communication shall have been directed; or (ii) mailed by certified or
registered mail with postage prepaid, on the third business day after the date
on which it is so mailed if to the Corporation, to the principal office address
of the Corporation, or if to Indemnitee, to the address of Indemnitee last on
file with the Corporation, or to any other address that may have been furnished
to Indemnitee by the Corporation or to the Corporation by Indemnitee, as the
case may be.

[Signature page follows.]


B-13




The parties hereto have entered
into this Agreement effective as of the date first above written. 


	The Corporation: 
	 
	NET 1 UEPS TECHNOLOGIES, INC. 
	 
	By:  	 
	 	
	Title:  	 
	 	 
	Indemnitee: 
	 	  
	Alfred Mockett 
	 	
	Address:  	 
	 	 




[Signature Page to the Indemnification Agreement (Alfred
Mockett)]