Net 1 UEPS Technologies, Inc. - Exhibit 10.61 - Filed by newsfilecorp.com






Exhibit 10.61 

EXECUTION COPY 

SEPARATION AND RELEASE OF CLAIMS AGREEMENT 

            This
Separation and Release of Claims Agreement (“Agreement”) is
entered into by and between Net 1 UEPS Technologies, Inc., a Florida corporation
(“Company”), and Serge C.P. Belamant (“Executive”),
effective as May 24, 2017 (the “Effective Date”), with respect to
Executive’s separation from the Company. 

            WHEREAS,
Executive is currently employed by the Company as Chief Executive Officer and is
a member of the Company’s Board of Directors (the “Board”); 

            WHEREAS,
the Company and Executive agree that Executive’s last day of employment with the
Company will be May 31, 2017, subject to the terms of this Agreement;

            WHEREAS,
the parties wish to resolve any and all disputes, claims, complaints, and
actions that Executive may have against the Company, including, but not limited
to, any and all claims arising out of or in any way related to Executive’s
employment with the Company or separation therefrom; and 

            WHEREAS,
the parties wish to resolve any and all disputes, claims, complaints, and
actions that the Company may have against Executive with respect to certain
projects in which Executive was involved during his employment with the Company.


            NOW,
THEREFORE, is agreed by and between the undersigned as follows: 

            1.       
Separation from Employment; Resignation from Board. 

            (a)       
Executive’s employment with the Company will end on May 31, 2017 unless earlier
terminated by the Company for Cause (as defined herein) (the “Separation
Date”). The Company shall pay Executive his salary earned through the
Separation Date, which salary shall not be reduced during the period between the
Effective Date and the Separation Date. In addition, the Company shall pay
Executive the amount to which Executive is entitled under the Company’s cash
incentive award plan for fiscal 2017, which is described in the Company’s Form
8-K dated August 29, 2016 (the “2017 Cash Incentive Award Plan”),
at the same time the Company pays any award under the 2017 Cash Incentive Award
Plan for any other senior executive of the Company. The amount shall be
determined pursuant to and in accordance with 2017 Cash Incentive Award Plan,
including, without limitation, that 60% of Executive’s award shall be calculated
based on the Company’s fiscal 2017 financial performance (and not subject to the
discretion of the Company’s Remuneration Committee) and 40% of Executive’s award
shall be based on qualitative factors (and subject to the discretion of the
Company’s Remuneration Committee based on its assessment of Executive’s progress
against the objectives set forth in the 2017 Cash Incentive Award Plan), all as
further provided in the 2017 Cash Incentive Award Plan. For purposes of this
Agreement, Cause is defined as: (A) any act of fraud, embezzlement, theft or
misappropriation of the funds of the Company by Executive, or Executive’s plea
of guilty or nolo contendere or conviction of a felony or any crime involving
moral turpitude, fraud, embezzlement, or theft; or (B) Executive’s engagement in
illegal conduct or misconduct that is materially and demonstrably injurious to
the Company. 

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            (b)       
Executive hereby resigns from the Company’s Board of Directors and from all
officer positions of the Company and all of its subsidiaries, effective as of
the Separation Date, with no further action required by either Executive or the
Board to make such resignation effective. 

            2.       
Severance Payment. In consideration of, and conditional upon, Executive
signing this Agreement and agreeing to comply with the terms and conditions
herein, providing a completed and signed independent adviser’s certificate as
required by Section 5 below and complying with its terms, the Company agrees to
pay Executive the following amounts, and provided that Executive has not been
terminated for Cause prior to the Separation Date: 

            (a)       
the Company will pay (or will cause another Company Party (as defined below) to
pay) to Executive a lump sum payment of US$1,000,000, representing compensation
for 27 years of service with the Company, less applicable withholdings and
deductions, within ten (10) days after the Separation Date;

            (b)       
the Company will, as compensation for loss of employment and in full and final
settlement of the claims set out in Exhibit A, but without
admission of liability (i) pay (or cause another Company Party (as defined
below) to pay) to Executive a lump sum payment of US$7,000,000, less applicable
withholdings and deductions, within ten (10) days after the Separation Date; and
(ii) make available to Executive, at no cost to Executive, an office and
administrative assistant in Guildford, UK for a period of nine (9) months after
the Separation Date; 

            (c)       
the Company will cause the 200,000 outstanding and unvested restricted stock
awards granted to Executive on August 25, 2016 to become fully vested as of the
Separation Date; 

            (d)       
the Company will repurchase within ten (10) days after the Separation Date from
Executive the following equity: (i) 1,017,465 shares of Company common stock
then owned of record by Executive at a price per share of US$10.80 pursuant to a
stock purchase agreement in substantially the form of Exhibit B
hereto (the “Stock Repurchase Agreement”) hereto; and (ii) 252,286
stock options as listed on Exhibit C at a price per option
equal to (A) US$10.80 minus (B) the applicable exercise price per option, less
applicable withholdings and deductions, if any. All unvested equity awards will
be forfeited in accordance with their terms as of the Separation Date provided
that Executive’s consulting services shall not be considered continued
employment or service for purposes of the awards; and 

            (e)       
the Company will, within ten (10) days after the Separation Date and on the
production of an appropriate invoice addressed to Executive, but marked as
payable by the Company, pay to Executive’s legal counsel, Dentons US LLP,
Executive’s legal expenses relating exclusively to the negotiation and
preparation of this Agreement, up to a maximum of US$20,000. Payment will be
made direct to Executive’s legal counsel. 

            3.       
Consulting Agreement. The Company and Executive agree to enter into the
consulting agreement attached hereto as Exhibit D (the
“Consulting Agreement”). 

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            4.       
Settlement. But for this Agreement, Executive could bring proceedings
against the Company and its respective officers, directors, shareholders or
employees for the contractual, statutory and tortious claims listed in
Exhibit A, although for the avoidance of doubt the Company does
not accept liability for such claims. The terms of this Agreement are reached
without admission of liability and are in full and final settlement of: 

            (a)       
Executive’s claims listed in Exhibit A; and 

            (b)       
all other claims (if any) whether contractual, statutory or otherwise and
whether under United Kingdom and/or European Union law which Executive has or
may have against the Company, its subsidiaries, parent companies, predecessors,
successors, and affiliates, and all of their respective past and present
officers, directors, stockholders, partners, members, employees, agents,
representatives, plan administrators, attorneys, insurers and fiduciaries (each
in their individual and corporate capacities) (collectively, the “Company
Parties”) arising out of or in connection with Executive’s employment or
its termination, or as a consequence of Executive’s position as a director of
the Company or its termination and including for the avoidance of doubt all
claims (if any) arising out of or in connection with any equity entitlements but
excluding: 

                                        (i)       
any claims for personal injury which do not relate to matters covered by
Sections 6 to 9 in Exhibit A, of which Executive was unaware and
may reasonably be expected to be unaware of at the Effective Date; 

                                        (ii)       
any claims in respect of accrued pension rights;

                                        (iii)      
any claims arising based on the Company’s breach or failure to comply with its
obligations under this Agreement;

                                        (iv)       
any rights Executive has under applicable workers compensation laws;

                                        (v)       
any claims under any directors and officers liability insurance policy
maintained by the Company for the benefit of officers and directors; and 

                                        (vi)       
any indemnification rights or protections that are generally applicable to
former employees, consultants, directors or officers of the Company under state
or other law or the charter, articles of incorporation, or bylaws of the
Company. 

            5.       
Independent Advice. 

                          5.1       
Executive represents and warrants to the Company as a strict condition of this
Agreement that as at the Effective Date: 

                                        (a)       
Executive has disclosed to the relevant independent adviser (identified in
Section 5.2(a) below) all facts or circumstances that may give rise to a claim
against the Company or its officers, directors, shareholders or employees and
Executive is not aware of any facts or circumstances that may give rise to a
claim against the Company, its officers, directors, shareholders or employees
other than those claims specified in Exhibit A; and 

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                                        (b)       
the claims listed at Exhibit A include all of the complaints,
claims and concerns which Executive has against the Company or its officers,
directors shareholders or employees arising out of Executive’s employment or any
act or omission relating to Executive’s employment or relating to, arising out
of or connected to the manner of its termination. 

                          5.2       
Executive further represents and warrants to the Company as a strict condition
of this Agreement that as at the Effective Date: 

                                        (a)       
Executive has received independent legal advice from a relevant independent
adviser as to the terms and effect of this Agreement and in particular its
effect on Executive’s ability to pursue statutory rights before an employment
tribunal. The name of the relevant independent adviser who has so advised
Executive is Nitzan Olsha of Maitland Advisory Group LLP of Berkshire House,
168-173 High Holborn, London, WC1V 7AA, United Kingdom (“Executive’s
Adviser”) and Executive’s Adviser has signed the endorsement in the form
attached as Exhibit E to this Agreement; and 

                                        (b)       
Executive has been advised by Executive’s Adviser that at the Effective Date
there is in force, and at the time Executive received the advice referred to
above there was in force, a contract of insurance, or an indemnity provided for
members of a profession or professional body, covering the risk of a claim by
Executive in respect of loss arising in consequence of that advice; and 

                                        (c)       
Executive has not issued proceedings before the employment tribunals, high court
or county court in respect of any claim in connection with Executive’s
employment or its termination and Executive undertakes that no proceedings have
been or will be issued in connection with the same and if such proceedings are
issued Executive accepts and agrees that all monies paid to Executive under this
Agreement will be repayable to the Company, as a debt and upon demand; and 

                                        (d)       
as at the Effective Date, Executive is not aware nor ought reasonably to be
aware of any facts or matters which might give rise to a claim by Executive for
personal injury against the Company. 

                          5.3       
The Company and Executive agree and acknowledge that the conditions regulating
settlement agreements and settlement contracts contained in section 147 of the
Equality Act, section 203(3) of the ERA, and in any other act or statutory
instrument referred to in Exhibit A are intended to be and have
been satisfied. 

                          5.4       
Executive shall indemnify the Company in full and keep the Company fully
indemnified for and against all and any claims, demands, judgments, orders,
liabilities, damages, expenses or costs including without limitation all
reasonable legal and professional fees and disbursements (together with
applicable taxes thereon) incurred by the Company arising out of or in
connection with any breach by Executive of the warranties in this Section 5,
which warranties the Company has relied upon in entering into this Agreement.


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            6.       
Restrictive Covenants. 

                         
6.1        Covenant not to Disclose.


                          During
and after Executive’s employment with the Company, Executive will not use,
disclose, or reveal to any third party any Confidential Information (defined
below) except when acting in good faith within the scope of Executive’s duties,
with prior written authorization from the Board, or in exercising a legal right
to communicate with a government agency. Nothing in this Section shall be deemed
to limit Executive’s non-disclosure obligations under any applicable rule,
statute, regulation or other Company policy. 

                          As
used in this Agreement, the term “Confidential Information” means
all information belonging to, or otherwise relating to the business of the
Company, which is not generally known, regardless of the manner in which it is
stored or conveyed to Executive. Confidential Information includes the Company’s
trade secrets, formulae and processes, as well as other proprietary knowledge,
information, know-how and non-public intellectual property rights. Confidential
Information also includes the Company’s product specifications, ideas,
conceptions and compilations of data, whether or not patentable or copyrightable
and whether or not conceived, originated, discovered or developed in whole or in
part by Executive. For example, Confidential Information includes, without
limitation, information concerning the Company’s software and code, encryption,
algorithms, business plans, operations, products, financial and business
strategies, marketing, sales, inventions, designs, costs, legal strategies,
finances, employees, current and prospective customers, licensees or licensors;
information received from third parties (such as consultants, co-venturers,
etc.) under confidential conditions; and other valuable financial, commercial,
business, technical or marketing information concerning the Company or any of
the products or services made, developed or sold by the Company. Confidential
Information does not include information that: (A) was generally known to the
relevant public or industry at the time of disclosure; (B) was lawfully received
by Executive from a third party; or (C) was known to Executive prior to receipt
from the Company; provided that, in each case, such exceptions apply only if
such public knowledge or possession by an independent third party was without
breach by Executive or any third party of any obligation of confidentiality or
non-use, including but not limited to the obligations and restrictions set forth
in this Agreement. 

                          Upon
termination of Executive’s employment with the Company for any reason, Executive
will, within three (3) days, return all Company property, including, without
limitation, any documents, physical and electronic files, customer lists, notes,
records, technical reports, procedures or specifications, market research
reports, correspondence, plans, research, notebooks, drawings, employee lists,
and Executive shall retain no copies thereof. Notwithstanding the foregoing or
anything in this Agreement to the contrary, Executive shall be entitled to
retain copies of previous board minutes of the Company, copies of any materials
circulated to the Board before any board meetings of the Company occurring prior
to the Effective Date, and any documents provided to stockholders of the Company
prior to the Effective Date. 

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                          6.2       
Covenants not to Solicit or Hire. 

                          Notwithstanding
any provision in the Restraint of Trade Agreement dated as of [_____] 2003, by
and among Newshelf 713 (Proprietary) Limited, Net 1 UEPS Technologies, Inc. and
Executive, a copy of which is attached hereto as Exhibit F (the
“Restraint of Trade Agreement”) to the contrary, during employment
with the Company and for a period of twenty-four (24) months following the
Separation Date, Executive shall not, for the purpose of providing products or
services that are in competition with the products or services of the Company,
directly or indirectly contact, solicit or accept business from any of the
Company’s current or prospective customers or end users with whom Executive had
direct contact with or solicited on behalf of the Company in the twelve (12)
months prior to Executive’s termination.

                          During
employment with the Company and for a period of twenty-four (24) months
following the Separation Date, Executive shall not, directly or indirectly,
contact, solicit, recruit or hire any employee or contractor of the Company with
whom Executive worked or had contact for the purpose of causing, inviting or
encouraging any such employee or contractor to alter or terminate his or her
employment or business relationship with the Company. 

                          The
term “solicit” means: (A) to make any comments or engage in any conduct that
would influence a decision to continue doing business with the Company,
regardless of how contact is initiated; or (B) to make any comments or engage in
any conduct that would influence a decision to continue an employment or
contracting relationship with the Company or accept employment with another
company, regardless of how contact is initiated. 

                          Nothing
contained herein shall preclude the hiring of any such employee who (a) responds
to a general solicitation of employment through an advertisement not targeted
specifically at the Company or its employees or (b) is referred to Executive by
search firms, employment agencies, or other similar persons or entities,
provided that such persons or entities have not been specifically
instructed by Executive to solicit the employees of the Company. 

                          6.3       
Covenants not to Compete. The Company and the Executive acknowledge and
agree that the Restraint of Trade Agreement shall continue to apply for its term
of twenty-four (24) months after the Separation Date, subject to (i) the
modifications set forth in Section 6.2 of this Agreement, (ii) Section 1(h)(i)
of the Consulting Agreement, and (iii) the following modification of the
definition of “Business” in the Restraint of Trade of Agreement: 

	 	1.1.2 	
      “Business” means engage in any business
      activity relating to the marketing, distribution, offering, licensing,
      selling or provision of Restricted Products and Services (any business
      enumerated above is referred to herein as a “Competing
      Business”); or (ii) purchase or acquire, directly or indirectly, a
      record or beneficial interest exceeding a one percent (1%) equity interest
      in any entity which is engaged in a Competing Business. “Restricted
      Products and Services” means any of the services or products
      currently offered by the Company, including, without limitation,
      transaction processing solutions, financial technology solutions and
      services, clinical risk management solutions, online transaction
      processing, cryptography, mobile telephony,
integrated circuit card (chip/smart card) technologies, and the design and
provision of financial and value-added services related to such services. 



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                          6.4       
Acknowledgements. Executive acknowledges that: (i) the covenants of this
Section 6 are supported by sufficient consideration, including employment with
the Company, continued access to the Company’s Legitimate Business Interests
(defined below), and the equity awards, indemnity and other benefits provided
under Section 2; (ii) the Company has invested substantial resources into the
development, protection and retention of its Confidential Information,
employees, customers, goodwill and business (collectively, “Legitimate
Business Interests”); (iii) the Legitimate Business Interests have
significant intrinsic value and are not readily achieved or duplicated; (iv)
Executive has been and will continue to be given access to and familiarity with
the Legitimate Business Interests; (iv) the Company operates and markets its
business in countries all around the world, and Executive has been and will be
directly responsible for that business in each of those countries and in every
state of the United States; and (v) the covenants of this Section are therefore
reasonable and necessary to protect the Legitimate Business Interests. 

                          6.5       
Remedies for Breach. In the event of Executive’s actual or threatened
breach of the provisions of this Agreement (including but not limited to a
breach of the Restraint of Trade Agreement), the Company, in addition to all
other rights, shall be entitled to a temporary and permanent injunction from a
court restraining Executive from breaching this Agreement and shall be entitled
to terminate all payments under this Agreement without notice. 

                          6.6       
Extension of Time. The period of time during which Executive is subject
to the Agreement shall be extended for that amount of time during which
Executive is in breach of the Agreement. 

            7.       
Rights in Developments. 

                          7.1       
Executive acknowledges and agrees that all Inventions (defined below) which
Executive has made, conceives, reduces to practice or developed (in whole or in
part, either alone or jointly with others) at any during Executive’s employment
with the Company whether prior to or during the term of this Agreement (up to
the Separation Date) shall be the sole and exclusive property of the Company.
Unless the Company decides otherwise, the Company shall be the sole owner of all
rights in connection therewith. All patented, patent-pending and
copyright-protected Inventions are and at all times shall remain “work made for
hire.” Executive hereby assigns to the Company any and all of Executive’s rights
to any Inventions, absolutely and forever, throughout the world and for the full
term of each and every such right, including renewal or extension of any such
term, provided that this Agreement does not apply to an Invention for which no
equipment, supplies, facility or trade secret information of the Company was
used and which was developed entirely on Executive’s own time, unless (i) the
Invention relates directly to the Restricted Business; or (ii) the Invention
results from any work performed by Executive for the Company. The term
“Inventions” means any works of authorship, discoveries, formulae,
encryption, processes, improvements, inventions, designs, drawings,
specifications, notes, graphics, source and other code, trade secrets,
technologies, algorithms, computer programs, audio, video or other files or
content, ideas, designs, processes, techniques, transaction authentication, payments processing,
know-how and data, whether or not patentable or copyrightable, made, conceived,
reduced to practice or developed by Executive, either alone or jointly with
others, during Executive’s employment. 

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                          7.2       
Executive agrees to perform all acts deemed necessary or desirable by the
Company to permit and assist the Company, at the Company’s expense, in
evidencing, perfecting, obtaining, maintaining, defending and enforcing the
Company’s rights and/or Executive’s assignment with respect to such Inventions
in any and all countries. Such acts may include, without limitation, execution
of documents and assistance or cooperation in legal proceedings.

                          7.3       
Executive agrees to assist the Company in obtaining patents or copyrights on any
Inventions assigned to the Company that the Company, in its sole discretion,
seeks to patent or copyright. Executive also agrees to sign all documents, and
do all things necessary to obtain such patents or copyrights, to further assign
them to the Company and to protect the Company against infringement by other
parties. Executive agrees that while employed by the Company or while providing
Services (as defined in the Consulting Agreement), such actions will be without
additional compensation, but at no expense to Executive.

                          7.4       
All information and records regarding all Inventions, and all copies thereof,
shall be the property of the Company as to any Inventions within the meaning of
this Agreement. Such records should be considered proprietary information of the
Company and are subject to the provisions of this Agreement. In addition,
Executive agrees to promptly surrender all such records and information, and all
copies thereof, at the request of the Company, or within three (3) days after
termination of Executive’s employment.

                          7.5       
Executive has attached hereto as Exhibit G (“Existing
Inventions”) a complete list of all existing Inventions to which
Executive claims ownership as of the Effective Date and that Executive desires
to clarify are not subject to this Agreement, and Executive acknowledges and
agrees that such list is complete. If no such list is attached to this
Agreement, Executive represents that Executive has no such Inventions at the
time of signing this Agreement.

            8.       
Indemnification. Nothing in this Agreement is intended to or should be
construed to contradict, modify, diminish or alter any rights of Executive to
indemnification under the articles of incorporation or the bylaws of the Company
or applicable state law, any rights of Executive under any insurance policy of
the Company, or any rights of Executive to enforce the terms of this Agreement.
For a period of six (6) years after the Effective Date, the Company shall not
amend, repeal or modify any provision in the Company’s articles of incorporation
or bylaws relating to the exculpation or indemnification of any current or
former officer or director (unless required by law) that would be considered
adverse to the Executive, it being the intent of the parties that the officers
and directors of the Company shall continue to be entitled to such exculpation
and indemnification to the fullest extent of the law. The Company shall maintain
its existing officers’ and directors’ liability insurance, or other liability
insurance held by the Company that covers events occurring prior to the
Effective Date, on terms and in amounts no less favorable to its officers and
directors than its existing officers’ and director’s liability insurance for a
period of six (6) years after Effective Date. If the Company or any of its
successors or assigns (a) shall consolidate with or merge into any other person
or entity and shall not be the continuing or surviving corporation or entity of
such consolidation or merger or (b) shall transfer all or substantially all of its properties
and assets to any person or entity, then, and in each such case, proper
provisions shall be made so that the successors and assigns of the Company shall
assume all of the obligations set forth in this paragraph. The provisions of
this Section are intended for the benefit of, and will be enforceable by,
Executive and Executive’s heirs and representatives, and are in addition to, and
not in substitution for, any other rights to indemnification or contribution
that Executive may have had by contract or otherwise. 

8 




            9.       
Release by Company. In consideration for the general release by
Executive, the Company, on behalf of the Company Parties, hereby fully, forever,
unconditionally and irrevocably releases and discharges Executive and each of
Executive’s affiliates, spouse, successors, executors, administrators, agents,
heirs and assigns (together with Executive, the “Executive
Parties”) from all claims, demands, causes of action, liabilities,
charges, complaints, , actions, suits, rights, debts, sums of money, costs,
accounts, reckonings, covenants, contracts, agreements, promises, doings,
omissions, damages, executions, obligations, and expenses (including attorneys’
fees and costs), of every kind and nature, in law, equity or otherwise, known
and unknown, suspected and unsuspected, disclosed and undisclosed, that any of
the Company Parties ever had or now have against any or all of the Executive
Parties, however originating or existing, from the beginning of time through the
Effective Date, including, but not limited to, any and all claims arising out of
or relating to the relationship between Executive and the Company, the services
performed by Executive for the Company, Executive’s cessation of services to the
Company, or otherwise. Notwithstanding anything in this Agreement to the
contrary, the claims released in this Section 9 (the “Company Released
Claims”) do not include, and nothing contained herein shall operate to
release any of Executive’s promises and obligations under this Agreement
(including the Exhibits hereto) or with respect to any fraud or gross negligence
of Executive in the performance of his duties. The Company hereby covenants,
promises and agrees not to, and agrees to cause each of the other Company
Parties not to, bring any action or claim, legal, equitable or otherwise,
asserting or relating to any Company Released Claims (i) in any court of any
jurisdiction or in any agency or other unit of any governmental authority,
local, state, national or foreign, (ii) with any arbitral body, forum or
arbitration tribunal, or (iii) in any mediation proceeding, against any of the
Executive Parties; provided, however, that the foregoing covenant
not to sue shall not apply to or prohibit enforcement of the terms of this
Agreement. 

           
10.      Publicity; Non-disparagement.

            (a)       
Neither party will issue, absent prior written consent of the other party, any
press release or make any public announcement with respect to this Agreement or
the employment or consulting relationship between them, or the ending of such
relationship (except as required by applicable securities laws or exchange
requirements).

            (b)       
From and after the Effective Date, the Company shall use best efforts to
recognize and list Executive as the Company’s founder and the inventor (and
patent holder) of the technology utilized in the Company’s operations, including
the original funds transfer system patent in all public announcements, marketing
or other materials describing the Company’s history, and press releases, as well
as on the Company’s website; provided, however, that any failure to do so shall
not be considered a breach of this Agreement. 

9 




            (c)       
To the extent permitted by law, from and after the Effective Date, Executive
shall not, in public or private, make any false, disparaging, derogatory or
defamatory statements to any person or entity, including, but not limited to,
any media outlet, industry group, financial institution or current or former
employee, current or future board member, consultant, client or customer of the
Company, regarding the Company or the Company’s business affairs, business
prospects, or financial condition. In turn, and to the extent permitted by law,
from and after the Effective Date, the Company shall not, and shall cause its
senior management team, Board members and other Company Parties not to, in
public or private, make any false, disparaging, derogatory or defamatory
statements about Executive to any person or entity, including, but not limited
to, any media outlet, industry group, financial institution or current or former
employee, board member, consultant, client or customer of the Company.
Notwithstanding the foregoing, it shall not be a breach of this provision, or of
this Agreement, for any person to provide testimony or make any statement to any
(1) court, government agency or law enforcement authority when required to do so
by subpoena, court order, law or administrative regulation, or (2) securities
regulator or stock exchange or market when required to do so by subpoena, court
order, law or administrative regulation, if in either of the foregoing cases, he
or she reasonably believes such testimony or statement to be truthful, even if
disparaging or derogatory. 

            11.     
Authority. The parties, and each of them, represent and warrant that they
have not sold, assigned, granted, or transferred to any other person or entity
any claim, demand, or cause of action hereby released. This Agreement shall not
be construed to be an admission of any liability or obligation by either party,
and neither party makes any such admission. Each party denies any liability
whatsoever. The Company represents and warrants that the execution, delivery and
performance of this Agreement by the Company and the Company Parties has been
duly authorized by all requisite corporate action; the Company has the power and
authority to execute and deliver this Agreement and to perform its obligations
hereunder; and this Agreement has been duly and validly executed by the Company,
is a valid and binding obligation of the Company, and is enforceable against the
Company in accordance with its terms. 

            12.     
General Provisions. 

                          a.       
Successors and Assigns. The rights and obligations of the Company under
this Agreement shall inure to the benefit of and shall be binding upon the
successors and assigns of the Company. Executive shall not be entitled to assign
any of his rights or obligations under this Agreement. 

                          b.      
Waiver. Either party’s failure to enforce any provision of this Agreement
shall not in any way be construed as a waiver of any such provision, or prevent
that party thereafter from enforcing each and every other provision of this
Agreement. 

                          c.       
Modification; Severability. In the event any provision of this Agreement
is found to be unenforceable by a court of competent jurisdiction, such
provision shall be deemed modified to the extent necessary to allow
enforceability of the provision as so limited, it being intended that the
parties shall receive the benefit contemplated herein to the fullest extent
permitted by law. If a deemed modification is not satisfactory in the judgment
of such court, the unenforceable provision shall be deemed deleted, and the
validity and enforceability of the remaining provisions shall not be affected
thereby. 

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                          d.       
Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the State of New York. Each party consents to the
jurisdiction and venue of the state or federal courts in the State of New York,
as applicable, in any action, suit, or proceeding arising out of or relating to
this Agreement. 

                          e.       
Notices. All notices, requests, demands, and other communications under
this Agreement shall be in writing signed by or on behalf of the party making
the same and shall be deemed to have been duly given when delivered in person,
by any internationally-recognized overnight courier providing evidence of
delivery, by registered or certified mail (postage prepaid, return receipt
requested), or by email with receipt confirmed or a copy delivered the next
business day by any internationally-recognized overnight courier providing
evidence of delivery addressed to the other party as set forth on the signature
pages hereof. Either party may change the designated person or address to which
notices are to be sent by giving written notice to the other party in the manner
set forth herein. 

                          f.       
Third Party Beneficiaries. The Executive Parties and the Company Parties
are express third party beneficiaries of this Agreement and the rights and
remedies conferred hereunder. Except for the Executive Parties and the Company
Parties, nothing in this Agreement is intended to confer benefits, rights or
remedies unto any person or entity other than the parties and their permitted
successors and assigns. 

                          g.       
Counterparts. This Agreement may be executed in counterparts and by
facsimile or electronic mail, and each counterpart and facsimile or electronic
transmission shall have the same force and effect as an original and shall
constitute an effective, binding agreement on the part of each of the
undersigned. For all purposes, a facsimile copy or electronic copy of this
Agreement, including the signature pages hereto, shall be deemed an original.


                          h.       
Entire Agreement. This Agreement (including all exhibits attached to this
Agreement, which are incorporated herein by this reference) constitutes the
entire agreement between the parties relating to this subject matter and
supersedes all prior or simultaneous representations, discussions, negotiations,
and agreements, whether written or oral; provided, however, that
this provision is not intended to abrogate any other written agreement between
the parties executed with or after this Agreement. This Agreement may be amended
or modified only with the written consent of the Company and Executive. 

[SIGNATURE PAGE FOLLOWS]

11 




 





EXHIBIT A 
LIST OF CLAIMS 


	1. 	
      A claim that the termination of Executive’s employment on
      the Separation Date was a wrongful dismissal;

	 	 	 
	2. 	
      A claim for breach of contract;

	 	 	 
	3. 	
      A claim that a failure by the Company to make a payment
      to Executive of wages, fees, bonus, commission, holiday pay, sick pay,
      overtime payments or other benefits in kind was an unauthorised deduction
      from wages under the Employment Rights Act 1996 (as amended)
      (“ERA”);

	 	 	 
	4. 	
      A claim that the termination of Executive’s employment
      was an unfair dismissal under the ERA;

	 	 	 
	5. 	
      A claim for a redundancy payment whether statutory or
      otherwise;

	 	 	 
	6. 	
      The following claims under the Equality Act 2010
      (“Equality Act”):

	 	 	 
		(a) 	
      a claim that any act or omission of the Company at any
      time was unlawful direct or indirect discrimination or harassment because
      of or in relation to age under the Equality Act;

	 	 	 
		(b) 	
      a claim that any act or omission of the Company at any
      time was unlawful direct or indirect discrimination because of or in
      relation to disability or because of something arising in consequence of
      Executive’s disability or discrimination by failure to comply with a duty
      to make reasonable adjustments or harassment because of or related to
      disability under the Equality Act;

	 	 	 
		(c) 	
      a claim that any act or omission of the Company at any
      time was unlawful direct or indirect discrimination or harassment because
      of or in relation to race under the Equality Act;

	 	 	 
		(d) 	
      a claim that any act or omission of the Company at any
      time was unlawful direct or indirect discrimination or harassment because
      of or in relation to religion or belief under the Equality Act;

	 	 	 
		(e) 	
      a claim that any act or omission of the Company at any
      time was unlawful discrimination or harassment because of or in relation
      to sex under the Equality Act;

	 	 	 
		(f) 	
      a claim that any act or omission of the Company at any
      time was unlawful direct or indirect discrimination or harassment because
      of or in relation to sexual orientation under the Equality Act;

	 	 	 
		(g) 	
      a claim that any act or omission of the Company at any
      time was victimisation under section 27 of the Equality
  Act;



Exhibit A 





	 	(h) 	
      a claim that any act or omission of the Company at any
      time was victimisation because of a relevant pay disclosure under the
      Equality Act;

	 	 	 
	 	(i) 	
      a claim that Executive did not receive from the Company
      equal pay or equality of terms for like work, work of equal value or work
      rated as equivalent or that the Company breached an equality clause or
      rule contrary to the Equality Act or contrary to article 157 of the Treaty
      on the Functioning of the European Union;




	7. 	
      A claim that by virtue of any act or omission of the
      Company at any time Executive suffered a detriment on a ground set out in
      section 47B ERA (protected disclosure);

	 	 
	8. 	
      A claim under the Working Time Regulations 1998
      (“WTR”) that the Company refused to permit Executive to exercise a
      right to daily rest, weekly rest, rest breaks, annual leave or
      compensatory rest or refused to pay Executive in respect of any period of
      annual leave or in lieu of untaken annual leave;

	 	 
	9. 	
      A claim that by virtue of any act or omission of the
      Company at any time Executive suffered a detriment on a ground set out in
      section 45A ERA (working time) including a detriment related to the limit
      on weekly working time set out in regulation 4 WTR;

	 	 
	10. 	
      A claim under the Transfer of Undertakings (Protection of
      Employment) Regulations 1981 or the Transfer of Undertakings (Protection
      of Employment) Regulations 2006 (“TUPE”) (including any claim to
      enforce an order to pay compensation which is made pursuant to regulation
      15 of TUPE);

	 	 
	11. 	
      A claim for remuneration for the protected period
      following the making of a protective award by an employment tribunal under
      the Trade Union and Labour Relations (Consolidation) Act 1992;

	 	 
	12. 	
      A claim that by virtue of any act or omission of the
      Company at any time Executive suffered a detriment on a ground set out in
      section 47C ERA (parental, paternity, maternity and adoption leave or time
      off for dependants);

	 	 
	13. 	
      A claim that by virtue of any act or omission of the
      Company at any time Executive suffered a detriment on a ground set out in
      section 47E ERA (flexible working) or that the Company committed a breach
      in connection with the exercise of such rights pursuant to section 80G
      ERA;

	 	 
	14. 	
      A claim under section 3 of the Protection from Harassment
      Act 1997 that Executive has been subject to a course of conduct amounting
      to harassment;

	 	 
	15. 	
      A claim that the Company failed to comply with its
      obligations under the Data Protection Act 1998.



Exhibit A 




EXHIBIT B 
STOCK REPURCHASE AGREEMENT 


 

 

 

Exhibit B 




EXECUTION COPY 

STOCK REPURCHASE AGREEMENT 

            This
Stock Repurchase Agreement (this “Agreement”), dated as of May 24, 2017,
is made and entered into by and between Net 1 UEPS Technologies, Inc., a Florida
corporation (the “Company”), and Serge C.P. Belamant (“Belamant”).


          
WHEREAS, as of the date of this Agreement, Belamant is the beneficial
owner of 1,017,465 shares (“Shares”) of the Company’s common stock, par
value, $0.001 per share (“Common Stock”), of which 725,999 Shares are
held in book-entry form. 

            WHEREAS,
in connection with the Separation and Release of Claims Agreement of even date
herewith (the “Separation Agreement”), by and between the Company and
Belamant, the Company has agreed to repurchase from Belamant all of the Shares
at a price of US$10.80 per share in cash. 

           
NOW, THEREFORE, in consideration of the mutual promises and covenants
herein, the parties hereto, intending to be legally bound, agree as follows:


1.       
REPURCHASE OF THE SHARES.

            1.1       
Repurchase and Price. At the Closing (as defined in Section
1.2), upon the terms and subject to the conditions set forth herein (a) the
Company agrees to purchase the Shares from Belamant and (b) Belamant agrees to
sell the Shares to the Company. The per share purchase price for the Shares
shall be US$10.80 in cash. 

            1.2       
Closing. The closing of the repurchase of the Shares (the
“Closing”) shall occur within 10 days after the Separation Date (as
defined in the Separation Agreement) so long as the conditions set forth herein
have been satisfied, or at such other date as is mutually agreeable to the
parties (the “Closing Date”). At the Closing: (a) the Company shall pay
the aggregate purchase price for the Shares as set forth in Section 1.1 above by
wire transfer of immediately available funds to an account or accounts
designated by Belamant at least two (2) Business Days prior to the Closing and
(b) Belamant shall take all steps necessary to effectuate the transfer of the
Shares to the Company. The Closing shall take place at the executive offices of
the Company in Johannesburg, South Africa, or at such other place as is agreed
by the parties. The parties acknowledge and agree that upon mutual exchange and
receipt of signature pages via electronic transmission, and upon receipt by
Belamant of the consideration herein contemplated as due as of the Closing Date,
this Agreement and the other documents and instruments delivered in connection
herewith shall be deemed effective as of the Closing Date, and the transactions
hereby contemplated shall be deemed consummated, notwithstanding any party’s
failure or refusal to deliver original (i.e., non-facsimile or non-electronic)
signature pages. For purposes of this Agreement, a “Business Day” means a
calendar day, other than a Saturday or a Sunday, on which commercial banks in
Johannesburg, South Africa and in New York, New York, United States of America,
are generally open for business. 

1 




2.       
REPRESENTATIONS AND WARRANTIES OF BELAMANT. Belamant represents
and warrants to the Company as follows: 

            2.1       
Title. Belamant is the beneficial owner of the Shares, free and
clear of any and all restrictions, adverse claims, pledges, liens, charges,
encumbrances and security interests of any kind. The delivery at Closing to the
Company of the Shares will transfer to the Company valid title thereto, free and
clear of any and all restrictions, adverse claims, pledges, liens, charges,
encumbrances and security interests of any kind (other than those created by the
Company). 

            2.2       
Authorization. Belamant has the capacity to enter into this
Agreement and to carry out the transactions contemplated hereby. This Agreement
has been validly executed and delivered by Belamant and is a valid and binding
obligation of Belamant, enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency and other similar laws affecting the
enforceability of creditors’ rights generally, general equitable principles and
the discretion of courts in granting equitable remedies. 

            2.3       
No Violation. Neither the execution and delivery of this Agreement by
Belamant nor his performance and the consummation of the transactions
contemplated hereby will violate any judgment, decree, order, regulation or rule
of any court or governmental authority applicable to Belamant. 

            2.4       
No Conflicts. Neither the execution and delivery of this Agreement by
Belamant nor his performance and consummation of the transactions contemplated
hereby (a) will result in a breach of or default under any material agreement to
which Belamant is a party or bound or (b) require any consent or approval of, or
filing, declaration or registration with or notice to any governmental or
regulatory body, except for filings that may be required by Belamant or the
Company under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or the rules and regulations promulgated thereunder. 

3.       
REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company represents
and warrants to Belamant as follows: 

            3.1       
Authorization. The Company has full power and authority to enter into
this Agreement and to carry out the transactions contemplated hereby. This
Agreement has been duly and validly authorized, executed and delivered by the
Company and is a valid and binding obligation of the Company enforceable in
accordance with its terms, subject to applicable bankruptcy, insolvency and
other similar laws affecting the enforceability of creditors’ rights generally,
general equitable principles and the discretion of courts in granting equitable
remedies. 

            3.2       
No Violation. Neither the execution and delivery of this Agreement by
the Company nor its performance and consummation of the transactions
contemplated hereby will violate organizational and governing documents or any
statute or law or any judgment, decree, order, regulation or rule of any court
or governmental authority applicable to the Company. 

            3.3       
No Conflicts. Neither the execution and delivery of this Agreement by
the Company nor its performance and the consummation of the transactions
contemplated hereby (a) will result in a material breach of or default under any
material agreement or instrument to which the Company is a party or by which the Company may be
bound or (b) require any consent or approval of, filing, declaration,
registration with or notice to any governmental or regulatory body, except for
filings that may be required by Belamant or the Company under the Exchange Act
or the rules and regulations promulgated thereunder. 

2 




4.       
CONDITIONS TO THE COMPANY’S OBLIGATIONS AT THE CLOSING. The
obligations of the Company under this Agreement are subject to the fulfillment
each of the following conditions: 

            4.1       
Representations and Warranties. The representations and
warranties of Belamant shall be true and correct as of the Closing Date with the
same effect as though such representations and warranties had been made as of
the date thereof. 

            4.2       
Deliverables. Belamant shall have taken all steps necessary to
effectuate the transfer of the Shares to the Company as required under Section
1.2. 

5.       
CONDITIONS TO BELAMANT’S OBLIGATIONS AT THE CLOSING. The obligations of
Belamant under this Agreement are subject to the fulfillment of each of the
following conditions: 

            5.1       
Representations and Warranties. The representations and
warranties of the Company shall be true and correct as of the Closing with the
same effect as though such representations and warranties had been made as of
the date of thereof. 

            5.2       
Deliverables. The Company shall have delivered to Belamant in
immediately available funds the aggregate purchase price for the Shares as set
forth in Section 1.1 above. 

6.       
NON-PUBLIC INFORMATION. Belamant acknowledges that (i) the
Company has informed Belamant that the Company may possess certain non-public
information concerning the Company and its subsidiaries and/or the Common Stock
that may or may not be independently known to Belamant (all of such non-public
information is referred to as “Non-Public Information”) and (ii) the
Company has not disclosed the Non-Public Information to Belamant. Belamant is
executing, delivering and performing this Agreement notwithstanding that he is
aware that the Non-Public Information may exist and that the Non-Public
Information has not been disclosed to Belamant, and Belamant confirms and
acknowledges that neither the existence of the Non-Public Information, the
substance of the Non-Public Information nor the fact that the Non-Public
Information has not been disclosed is material to him or to his decision to
execute, deliver and perform this Agreement. Belamant hereby: (i) fully and
irrevocably waives any and all rights, remedies and claims he would or could
have, or may hereafter have, against the Company and the Company’s subsidiaries
and their respective officers, directors, stockholders, partners, members,
employees, agents, representatives, successors and/or assigns (collectively, the
“Company Affiliates”), arising out of or relating to the existence or
substance of the Non-Public Information or the fact that the Non-Public
Information has not been disclosed; and (ii) forever releases, discharges and
dismisses any and all claims, rights, causes of action, suits, obligations,
debts, demands, arrangements, promises, liabilities, controversies, costs,
expenses, fees or damages of any kind, whether known or unknown, accrued or not
accrued, foreseen or unforeseen or matured or not matured, including, but not
limited to, any and all claims alleging violations of U.S. federal or state securities
laws, common-law fraud or deceit, breach of fiduciary duty, negligence or
otherwise, that he ever had, now has, can have, or shall or may hereafter have,
whether directly, derivatively, representatively or in any other capacity,
against the Company or the Company Affiliates (x) in his capacity as a
shareholder of the Company or (y) which are based upon, arise from or in any way
relate to directly or indirectly, the existence or substance of the Non-Public
Information or the fact that the Non-Public Information has not been disclosed
to Belamant in his capacity as a shareholder of the Company. 

3 




7.       
MISCELLANEOUS.

            7.1       
Further Assurances. Each party shall execute and deliver such
additional instruments, documents or other writings as may be reasonably
requested by any other party in order to confirm and carry out and to effectuate
fully the intent and purposes of this Agreement

            7.2       
Survival. The representations and warranties made herein shall
survive the Closing. 

            7.3       
Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York.

            7.4       
Assignment. No party shall have the right to assign its rights or
obligations under this Agreement. This Agreement will be binding upon and inure
to the benefit of the parties and their respective personal representatives,
successors and assigns. 

            7.5       
Entire Agreement. This Agreement and the Separation Agreement
(including all Exhibits thereto) constitutes the entire understanding of the
parties with regard to the subject matter hereof and thereof; provided,
however, that this provision is not intended to abrogate any other
written agreement between the parties executed contemporaneously with or after
this Agreement. 

            7.6       
Severability. The provisions of this Agreement shall be
severable, and any unenforceability of any provision hereof shall not affect any
other provision, and each term and provision shall be construed to be
enforceable to the fullest extent permitted by law. 

            7.7       
Amendment and Waiver. No amendment to this Agreement shall be
effective unless in writing and signed by or on behalf of each of the parties.
No waiver under this Agreement shall be effective unless in writing and signed
by or on behalf of the party against whom such waiver is to be effective. 

            7.8       
Notices. All notices hereunder shall be in writing and shall be deemed
effectively given: (i) upon personal delivery to the party to be notified; or
(ii) two days after deposit with an internationally recognized overnight
courier, specifying next day delivery, with written verification of receipt. All
communications shall be sent to the parties hereto at the respective addresses
set forth below, or as notified by such party from time to time at least ten
days prior to the effectiveness of such notice: 

4 




if to Belamant: 

Serge C.P. Belamant 
4A Warwicks
Bench Road 
Guildford GU1 3TL 
United Kingdom 


if to the Company: 

Net 1 UEPS Technologies, Inc.

President Place, 4th floor 
Cnr. Jan Smuts Avenue and Bolton
Road 
Rosebank, Johannesburg 
South Africa 
Attention: Mr. Herman G.
Kotzé 


            7.9       
Counterparts. This Agreement may be executed in any number of
counterparts and by facsimile or electronic mail, and each counterpart and
facsimile or electronic transmission shall have the same force and effect as an
original and shall constitute an effective, binding agreement on the part of
each of the undersigned. For all purposes, a facsimile copy or electronic copy
of this Agreement, including the signature pages hereto, shall be deemed an
original. 

[Signature page follows] 

5 




            IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Stock
Repurchase Agreement as of the date first set forth above. 

	 	NET 1 UEPS TECHNOLOGIES, INC. 
	 	 
	 	 
	 	By:
      _______________________________________________________
	 	Name:    Herman G. Kotzé 
	 	Title:      Chief
      Financial Officer 
	 	 
	 	 
	 	__________________________________________________________
	 	Serge C.P. Belamant 






EXHIBIT C 
STOCK OPTIONS 



	Number of Stock 
Options 	Exercise Price 
	Net Value Per Option 
	Aggregate Cash Out 

	100,000 	$10.59 	$0.21 	$21,000 
	37,334 	$7.98 	$2.82 	$105,281.88 
	34,000 	$8.75 	$2.05 	$69,700 
	80,952 	$7.35 	$3.45 	$279,284.44 
	TOTAL 	  	  	$475,266.28 



 

 

 

Exhibit C 




EXHIBIT D 
CONSULTING AGREEMENT 


 

 

 

Exhibit D 




EXECUTION COPY 

CONSULTING AGREEMENT

            This
Consulting Agreement (“Agreement”) is entered into by and between
Net 1 UEPS Technologies, Inc., a Florida corporation (“Company”),
and Serge C.P. Belamant (“Consultant”) effective as June 1, 2017
(the “Effective Date”). 

            WHEREAS,
the Company wishes to engage Consultant on a consulting basis for a limited
period of time. 

            NOW,
THEREFORE, is agreed by and between the undersigned as follows: 

            1.       
Retention of Services. Effective June 1, 2017, the Company shall retain
Consultant, and Consultant agrees to be retained by the Company on a consulting
basis to consult with the Company’s Board of Directors and Chief Executive
Officer on matters regarding the Company’s international expansion strategy for
a period of two years until May 31, 2019 (“Consulting Period”), to
provide the services set forth on Exhibit A
(“Services”), unless terminated earlier in accordance with Section
1(h) hereof. The Consulting Period may only be extended by written mutual
agreement of the parties. 

            (a)       
Consulting Fees. During the Consulting Period, Consultant shall receive a
consulting fee in the amount of $50,000 per month, plus any applicable
value-added tax (VAT), prorated for a partial month. The consulting fee shall be
payable monthly in arrears by the Company on the last business day of the month
following the month in which the Services were rendered. Upon the termination of
this Agreement, Consultant shall be entitled to receive all undisputed and
unpaid consulting fees accrued up to the date of termination. 

            (b)       
Independent Contractor Relationship. During the Consulting Period,
Consultant’s relationship with the Company will be that of an independent
contractor, and nothing in this Agreement is intended to, or should be construed
to, create a partnership, agency, joint venture or employment relationship.
Consultant will not be entitled to any of the benefits that the Company may make
available to its employees, including, but not limited to, group health, life
insurance, profit-sharing or retirement benefits, paid vacation, holidays or
sick leave. Consultant will be solely responsible for obtaining any business or
similar licenses required by any governmental authority for him to perform the
Services. Consultant will be solely responsible for, and will file on a timely
basis, all tax returns and payments required to be filed with, or made to, any
tax authority with respect to the Services and receipt of compensation under
this Agreement. 

            This
Agreement constitutes a contract for the provision of services and not a
contract of employment. As such, the Consultant shall bear exclusive
responsibility for the payment of any National Insurance, income tax and any
other form of taxation or social security cost (“Taxation”) in
respect of payments made to him under this Agreement including the payment of
Taxation. The Consultant shall indemnify and keep indemnified the Company
against any liability, loss, damage, cost, claim or expense the Company suffers
or incurs as a result of any claims against the Company for such sums and other
claims arising out of the Consultant being found to be an employee of the
Company (including, without limitation, any claims against the Company for any Taxation and other contributions required by
law to be paid in respect of any payments made to the Consultant under this
Agreement). 

1 




            Without
prejudice to the indemnity in this Section 1(b), if, for any reason, the Company
shall become liable to pay, or shall pay, any Taxation or other payments as
referred to in this Section 1(b), the Company shall be entitled to deduct from
any amounts payable to the Consultant all amounts so paid or required to be paid
by the Company and, to the extent that any amount of taxes paid or required to
be paid by the Consultant shall exceed the amounts payable by the Company to the
Consultant, the Consultant shall indemnify the Company in respect of such
liability and shall, upon demand, forthwith reimburse the Company such excess.


            (c)       
Method of Performing Services. In accordance with the Company’s
objectives, Consultant will determine the method, details and means of
performing the Services within the parameters established by the Company. The
Company shall have no right to, and shall not, control the manner or determine
the method of performing the Services. Consultant shall provide the Services to
the reasonable satisfaction of the Company and in compliance with all applicable
laws.

            (d)       
Workplace, Hours and Instrumentalities. Consultant may perform the
Services at any place or location. Consultant shall also determine the days and
times for performing the Services; provided, in no event shall Consultant be
required to provide Services in excess of 20 days/hours per month/week.
Consultant agrees to provide all equipment, supplies and instrumentalities, if
any, required to perform the Services. Consultant shall be reimbursed by the
Company for ordinary, necessary and reasonable business expenses, including
travel expenses, consistent with the budget approved by the Company and incurred
by Consultant in the performance of the Services hereunder; provided such
expenses have been (a) documented by Consultant in accordance with the Company’s
policies and applicable law and (b) all expenses have been specifically approved
in advance in writing by an authorized officer of the Company. In all events,
acceptable documentation of expenses must be submitted to the Company no later
than sixty (60) days following the date such expenses were incurred, and the
Company shall reimburse Consultant within thirty (30) days following receipt of
such documented expenses. 

            (e)       
Ownership and Return of Company Property. All materials (including,
without limitation, documents, technology, research, reports, drawings, models,
apparatus, designs, lists, all other tangible media of expression), equipment,
documents, data, and other property furnished to Consultant by the Company or
made by Consultant in the performance of the Services under this Agreement
(collectively, the “Company Property”) are the sole and exclusive
property of the Company. Upon termination of this Agreement and after the
Consulting Period, or at any time upon the Company’s request, Consultant shall
destroy or deliver to the Company, at the Company’s option: (a) all Company
Property and (b) all tangible media of expression in Consultant’s possession or
control which incorporate or contain any Confidential Information (as defined
herein). 

            (f)       
Observance of Company Rules. At all times while on the Company’s
premises, Consultant will observe the Company’s rules and regulations with
respect to conduct, health and safety and protection of persons and property.


2 




            (g)       
Non-Exclusivity; No Conflict of Interest. This Agreement is not exclusive
for either party; provided that Consultant shall not perform work or accept an
obligation inconsistent or incompatible with Consultant’s obligations, or the
scope of the Services rendered for Company under this Agreement. 

            (h)       
Termination. Notwithstanding the Consulting Period of this Agreement,
this Agreement may be terminated as follows: 

                 
     i.       
Termination by Company. Company may terminate this Agreement at any time,
with termination effective ninety (90) days after Company’s delivery to
Consultant of written notice of termination. In such case, the Company shall pay
to Consultant as a termination payment an amount equal to 100% of the Consulting
Fees that would have been paid to Consultant from the termination date through
the end of the Consulting Period had this Agreement not been terminated (the
“Termination Payment”); provided, however, the
parties agree that if the Company determines, in its discretion, and indicates
in writing that it shall waive Consultant’s compliance with the Restraint of
Trade Agreement (as defined and modified in that certain Separation and Release
of Claims Agreement, dated May 24, 2017, by and between Company and Consultant),
then no such Termination Payment shall be paid. Such payment, if any, shall be
made within fifteen (15) days of the date this Agreement terminates. 

                  
    ii.       
Termination by Consultant. Consultant may terminate this Agreement at any
time, with such termination effective ninety (90) days after Consultant’s
delivery to Company of written notice of termination.

                       iii.       
Termination for Material Breach. Either party may terminate this
Agreement at any time in the event that the other party is in material breach of
any material provision of this Agreement and fails to cure such breach within
fifteen (15) days following receipt of written notice from the non-breaching
party of such breach, with such termination to be effective immediately upon
written notice to the breaching party. 

            2.       
Indemnification. Nothing in this Agreement is intended to or should be
construed to contradict, modify, diminish or alter any rights of Consultant to
indemnification under the articles of incorporation or the bylaws of the Company
or applicable state law, any rights of Consultant under any insurance policy of
the Company, or any rights of Consultant to enforce the terms of this
Agreement.

            3.       
Publicity; Non-disparagement. 

                          (a)       
Neither party will issue, absent prior written consent of the other party, any
press release or make any public announcement with respect to this Agreement or
the consulting relationship between them, or the ending of such relationship
(except as required by applicable securities laws or exchange requirements).


                          (b)       
To the extent permitted by law, from and after the Effective Date, Consultant
shall not, in public or private, make any false, disparaging, derogatory or
defamatory statements to any person or entity, including, but not limited to,
any media outlet, industry group, financial institution or current or former
employee, current or future board member, consultant, client or customer of the
Company, regarding the Company or the Company’s business affairs, business prospects, or financial condition. In turn, and to the extent
permitted by law, from and after the Effective Date, the Company shall not, and
shall cause its senior management team, Board members and other Company Parties
not to, in public or private, make any false, disparaging, derogatory or
defamatory statements about Consultant to any person or entity, including, but
not limited to, any media outlet, industry group, financial institution or
current or former employee, board member, consultant, client or customer of the
Company. Notwithstanding the foregoing, it shall not be a breach of this
provision, or of this Agreement, for any person to provide testimony or make any
statement to any (1) court, government agency or law enforcement authority when
required to do so by subpoena, court order, law or administrative regulation, or
(2) securities regulator or stock exchange or market when required to do so by
subpoena, court order, law or administrative regulation, if in either of the
foregoing cases, he or she reasonably believes such testimony or statement to be
truthful, even if disparaging or derogatory. 

3 




            4.       
General Provisions. 

                         
a.        Successors and Assigns. The
rights and obligations of the Company under this Agreement shall inure to the
benefit of and shall be binding upon the successors and assigns of the Company.
Consultant shall not be entitled to assign any of his rights or obligations
under this Agreement. 

                          b.       
Waiver. Either party’s failure to enforce any provision of this Agreement
shall not in any way be construed as a waiver of any such provision, or prevent
that party thereafter from enforcing each and every other provision of this
Agreement. 

                          c.       
Modification; Severability. In the event any provision of this Agreement
is found to be unenforceable by a court of competent jurisdiction, such
provision shall be deemed modified to the extent necessary to allow
enforceability of the provision as so limited, it being intended that the
parties shall receive the benefit contemplated herein to the fullest extent
permitted by law. If a deemed modification is not satisfactory in the judgment
of such court, the unenforceable provision shall be deemed deleted, and the
validity and enforceability of the remaining provisions shall not be affected
thereby. 

                          d.       
Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the State of New York. Each party consents to the
jurisdiction and venue of the state or federal courts in the State of New York,
as applicable, in any action, suit, or proceeding arising out of or relating to
this Agreement. 

                          e.       
Notices. All notices, requests, demands, and other communications under
this Agreement shall be in writing signed by or on behalf of the party making
the same and shall be deemed to have been duly given when delivered in person,
by any internationally-recognized overnight courier providing evidence of
delivery, by registered or certified mail (postage prepaid, return receipt
requested), or by email with receipt confirmed or a copy delivered the next
business day by any internationally-recognized overnight courier providing
evidence of delivery addressed to the other party as set forth on the signature
pages hereof. Either party may change the designated person or address to which
notices are to be sent by giving written notice to the other party in the manner
set forth herein. 

4 




                          f.       
Counterparts. This Agreement may be executed in counterparts and by
facsimile or electronic mail, and each counterpart and facsimile or electronic
transmission shall have the same force and effect as an original and shall
constitute an effective, binding agreement on the part of each of the
undersigned. For all purposes, a facsimile copy or electronic copy of this
Agreement, including the signature pages hereto, shall be deemed an original.


                          g.       
Entire Agreement. This Agreement constitutes the entire agreement between
the parties relating to this subject matter and supersedes all prior or
simultaneous representations, discussions, negotiations, and agreements, whether
written or oral; provided, however, that this provision is not
intended to abrogate any other written agreement between the parties executed
with or after this Agreement or the obligations and restrictive covenants set
forth in the Separation and Release of Claims Agreement by and among the Company
and the Consultant dated May 24, 2017. This Agreement may be amended or modified
only with the written consent of the Company and Consultant. 

[SIGNATURE PAGE FOLLOWS]

5 




THE PARTIES TO THIS AGREEMENT HAVE READ THE FOREGOING AGREEMENT
AND FULLY UNDERSTAND EACH AND EVERY PROVISION CONTAINED HEREIN. WHEREFORE, THE
PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATES SHOWN BELOW TO BE EFFECTIVE AS
OF THE EFFECTIVE DATE. 

	  	Net 1 UEPS Technologies, Inc. 
	  	 
	  	 
	  	 
	  	 
	Dated: _____________________________________ 	By:_____________________________________ 
	  	Name: Herman G. Kotzé 
	  	Title: Chief Financial Officer 
	  	 
	  	Notice Address: 
	  	 
	  	Net 1 UEPS Technologies, Inc. 
	  	President Place, 4th floor 
	  	Cnr. Jan Smuts Avenue and Bolton Road 
	  	Rosebank, Johannesburg 
	  	South Africa 
	  	Attention: Mr. Herman G. Kotzé 
	  	 
	  	 
	  	 
	  	
	Dated: _____________________________________ 	_______________________________________ 
	  	Serge C.P. Belamant 
	  	 
	  	Notice Address: 
	  	 
	  	4A Warwicks Bench Road 
	  	Guildford GU1 3TL 
	  	United Kingdom 






EXHIBIT A 

CONSULTING SERVICES 

Consultant shall provide advisory services regarding the
international strategy of the business as requested by the Board of Directors.
In addition, the Consultant shall respond to inquiries and requests for
assistance from the Company’s Chief Executive Officer relating to the operations
of the Company; provided that, for purpose of clarity, the Executive shall act
in an advisory role only and shall not be authorized to act on behalf of the
Company or otherwise direct the business of the Company without the approval of
the Chief Executive Officer or his designee. 




EXHIBIT E 

INDEPENDENT ADVISER’S ENDORSEMENT ADDRESSED TO THE BOARD OF
DIRECTORS OF THE COMPANY 

I, Nitzan Olsha, of Maitland Advisory Group LLP of Berkshire
House, 168-173 High Holborn, London, WC1V 7AA, United Kingdom, confirm that I
have given independent legal advice to Serge C.P. Belamant of 4A Warwicks Bench
Road, Guildford, GU1 3TL, United Kingdom as to the terms and effect of the above
agreement and in particular its effect on the Employee’s ability to pursue the
Employee’s rights before an employment tribunal. 

I confirm that I am a “relevant independent adviser” (as such
term is defined in section 203 of the Employment Rights Act 1996) and that there
is and was at the time I gave the advice referred to above in force a contract
of insurance, or an indemnity provided for members of a profession or
professional body, covering the risk of a claim by Serge C.P. Belamant in
respect of any loss arising in consequence of that advice. 

SIGNED 

 

Nitzan Olsha 
Maitland Advisor Group LLP 

 

Exhibit E 




EXHIBIT F 
RESTRAINT OF TRADE AGREEMENT



 

 

 

Exhibit F 




 





 





 





 





 





 





 






 




 





 





 





EXHIBIT G 
EXISTING INVENTIONS 

NONE 

 

 

Exhibit G