Net 1 UEPS Technologies, Inc.: Exhibit 10.88- Filed by newsfilecorp.com








	EXECUTION VERSION 
	5 March 2018 
	  
	Exhibit 10.88 



NET1 LOAN AGREEMENT 

between 

NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY
LIMITED 

and 

DNI–4PL CONTRACTS PROPRIETARY LIMITED 


 






TABLE OF CONTENTS 

	1
      	PARTIES
      	1
      
	2
      	INTERPRETATION
      	1
      
	3
      	INTRODUCTION
      	5
      
	4
      	CONDITIONS
      PRECEDENT 	5
      
	5
      	ADVANCE
      OF CAPITAL AMOUNT 	6
      
	6
      	INTEREST
      	6
      
	7
      	REPAYMENT
      	7
      
	8
      	PERMITTED
      PURPOSE 	7
      
	9
      	DEFAULT
      	7
      
	10
      	REMEDIES
      	8
      
	11
      	PROOF
      OF INDEBTEDNESS 	8
      
	12
      	NO
      LEAKAGE 	8
      
	13
      	GENERAL
      WARRANTIES 	9
      
	14
      	NOTICES
      AND DOMICILIA 	10
      
	15
      	BENEFIT
      OF THE AGREEMENT 	11
      
	16
      	APPLICABLE
      LAW AND JURISDICTION 	11
      
	17
      	INDEPENDENT
      ADVICE 	11
      
	18
      	GENERAL
      	11
      
	19
      	COSTS
      	13
      
	20
      	SIGNATURE
      	13
      




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1 

	1 	
      PARTIES

	 	 
	1.1 	
      The Parties to this Agreement are
      –

	 	 
	1.1.1 	
      Net1 Applied Technologies South
      Africa Proprietary Limited; and

	 	 
	1.1.2 	
      DNI–4PL Contracts Proprietary
      Limited.

	 	 
	1.2 	
      The Parties agree as set out
      below.

	 	 
	2 	
      INTERPRETATION

	 	 
	2.1 	
      In this Agreement, unless the
      context indicates a contrary intention, the following words and
      expressions bear the meanings assigned to them and cognate expressions
      bear corresponding meanings –

	 	 
	2.1.1 	
      "Advance Date" means no
      later than 3 business days after the date on which the Borrower draws down
      in terms of the Facility Agreement;

	 	 
	2.1.2 	
      "AJD Holdings" means AJD
      Holdings Proprietary Limited, registration number 1975/004328/07, a
      limited liability private company duly incorporated in the Republic of
      South Africa;

	 	 
	2.1.3 	
      "Agreement" means the
      agreement contained in this document;

	 	 
	2.1.4 	
      "Borrower" means DNI–4PL
      Contracts Proprietary Limited, registration number 2005/040937/07, a
      limited liability private company duly incorporated in the Republic of
      South Africa;

	 	 
	2.1.5 	
      "Borrower's Designated
      Account" means the South African bank account nominated by the
      Borrower, the details of which are set out below, or such other South
      African bank account as the Borrower may designate in writing on 5
      business days' notice to the Lender —





	Name of Account 	DNI-4PL CONTRACTS (PTY) LTD

	Bank: 	XXX 
	Branch Code: 	XXX 
	Account Number: 	XXX 
	Reference: 	Net1 Loan





	2.1.6 	
      "Capital Amount" means an
      amount of R126,000,000;

	 	 
	2.1.7 	
      "Capital Outstanding"
      means at any point in time, that portion of the Capital Amount which has
      not yet been repaid by the Borrower to the
Lender;




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2 

	2.1.8 	
      "Companies Act" means the
      Companies Act, No 71 of 2008;

	 	 
	2.1.9 	
      "Competition Act" means
      the Competition Act, No 89 of 1998;

	 	 
	2.1.10 	
      "Competition Authorities"
      means the commission established pursuant to Chapter 4, Part A of the
      Competition Act or the tribunal established pursuant to Chapter 4, Part B
      of the Competition Act or the appeal court established pursuant to Chapter
      4, Part C of the Competition Act, as the case may be;

	 	 
	2.1.11 	
      "Conditions Precedent"
      means the suspensive conditions set out in clause 4;

	 	 
	2.1.12 	
      "Distribution" shall have
      the meaning given thereto in the Companies Act;

	 	 
	2.1.13 	
      "DNI Loan Agreement"
      means the agreement headed "DNI Loan Agreement" to be entered into
      contemporaneously with the entering into of this Agreement between the
      Borrower, AJD Holdings and Richmark, in terms of which, inter alia,
      the Borrower advances an amount of R126,000,000 as a loan to AJD Holdings
      and Richmark in the "Borrowers Proportions", as such term is defined in
      the DNI Loan Agreement;

	 	 
	2.1.14 	
      "Event of Default" means
      any one or more of the events or circumstances described as such in clause
      9;

	 	 
	2.1.15 	
      "Facility Agreement"
      means the facility agreement to be entered into between the Lender and
      FirstRand Bank (acting through its Rand Merchant Bank division)
      contemporaneously with the entering into of this Agreement;

	 	 
	2.1.16 	
      "Lender" means Net1
      Applied Technologies South Africa Proprietary Limited, registration number
      2002/031446/07 a limited liability private company duly incorporated in
      the Republic of South Africa;

	 	 
	2.1.17 	
      "Outstanding Balance"
      means at any point in time, the total amount owing by the Borrower to the
      Lender in terms of this Agreement, including the Capital Outstanding,
      together with all interest due and owing in terms of this Agreement (if
      applicable);

	 	 
	2.1.18 	
      "Parties" means the
      parties to this Agreement;

	 	 
	2.1.19 	
      "Prime Rate" means the
      publicly quoted basic rate of interest, compounded monthly in arrears and
      calculated on a 365 day year irrespective of whether or not the year is a
      leap year, from time to time published by Rand Merchant Bank, a division
      of FirstRand Bank Limited, as being its prime overdraft rate, as certified
      by any representative of that bank whose appointment and designation it
      will not be necessary to prove;

	 	 
	2.1.20 	
      "Permitted Distributions"
      means the following distributions by the Borrower –

	 	 
	2.1.20.1 	
      the distribution referred to in
      clause 4.1.1.2 of the Tranche I Subscription Agreement;
  and




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	2.1.20.2 	
      cash dividends in an aggregate
      amount of R54,000,000 (which amount includes dividends withholdings tax,
      to the extent applicable) which dividends have been declared and paid in
      full; 

	  	
       

	2.1.21 	
      "Repayment Date" means
      not more than 20 business days after the earliest date on which one of the
      following occurs – 

	  	
       

	2.1.21.1 	
      the Tranche II Subscription
      Agreement becomes unconditional in accordance with its terms; 

	  	
       

	2.1.21.2 	
      the subscription contemplated in
      the Tranche II Subscription Agreement is prohibited by the Competition
      Authorities in terms of the Competition Act; or 

	  	
       

	2.1.21.3 	
      the Tranche II Subscription
      Agreement is cancelled or terminates for any reason whatsoever, 

      

      as the
      case may be, provided that notwithstanding the aforegoing, the Repayment
      Date shall no later than 30 June 2018; 

	  	
       

	2.1.22 	
      "Richmark" means Richmark
      Holdings Proprietary Limited, registration number 2000/013818/07, a
      limited liability private company duly incorporated in the Republic of
      South Africa; 

	  	
       

	2.1.23 	
      "Signature Date" means
      the date of signature of this Agreement by the Party last signing;
  

	  	
       

	2.1.24 	
      "Tranche I Subscription
      Agreement" means the agreement headed "Subscription
      Agreement" to be entered into between the Parties contemporaneously
      with the entering into of this Agreement, in terms of which, inter
      alia, the Lender subscribes for 4,000,000 ordinary "A" shares in the
      authorised ordinary shares of the Borrower; and 

	  	
       

	2.1.25 	
      "Tranche II Subscription
      Agreement" means the agreement headed "Subscription
      Agreement" to be entered into between the Parties contemporaneously
      with the entering into of this Agreement, in terms of which, inter
      alia, the Lender subscribes for 6,000,000 ordinary "A" shares in the
      authorised ordinary shares of the Borrower. 

	  	
       

	2.2 	
      In this Agreement — 

	  	
       

	2.2.1 	
      clause headings and the heading
      of the Agreement are for convenience only and are not to be used in its
      interpretation; 

	  	
       

	2.2.2 	
      an expression which denotes —
      

	  	
       

	2.2.2.1 	
      any gender includes the other
      genders; 

	  	
       

	2.2.2.2 	
      a natural person includes a
      juristic person and vice versa; 




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	2.2.2.3 	
      the singular includes the plural
      and vice versa;

	 	
       

	2.2.2.4 	
      a Party includes a reference to
      that Party's successors in title and assigns allowed at law; and

	 	
       

	2.2.2.5 	
      a reference to a consecutive
      series of two or more clauses is deemed to be inclusive of both the first
      and last mentioned clauses.

	 	
       

	2.3 	
      Any reference in this Agreement
      to –

	 	
       

	2.3.1 	
      "business hours" shall be
      construed as being the hours between 08h30 and 17h00 on any business day.
      Any reference to time shall be based upon South African Standard
    Time;

	 	
       

	2.3.2 	
      "days" shall be construed
      as calendar days unless qualified by the word "business", in which
      instance a "business day" will be any day other than a Saturday, Sunday or
      public holiday as gazetted by the government of the Republic of South
      Africa from time to time;

	 	
       

	2.3.3 	
      "person" means any
      person, company, close corporation, trust, partnership or other entity
      whether or not having separate legal personality.

	 	
       

	2.4 	
      The words "include" and
      "including" mean "include without limitation" and "including
      without limitation". The use of the words "include" and
      "including" followed by a specific example or examples shall not be
      construed as limiting the meaning of the general wording preceding
    it.

	 	
       

	2.5 	
      Any substantive provision,
      conferring rights or imposing obligations on a Party and appearing in any
      of the definitions in this clause 2 or elsewhere in this Agreement, shall
      be given effect to as if it were a substantive provision in the body of
      the Agreement.

	 	
       

	2.6 	
      Words and expressions defined in
      any clause shall, unless the application of any such word or expression is
      specifically limited to that clause, bear the meaning assigned to such
      word or expression throughout this Agreement.

	 	
       

	2.7 	
      Unless otherwise provided,
      defined terms appearing in this Agreement in title case shall be given
      their meaning as defined, while the same terms appearing in lower case
      shall be interpreted in accordance with their plain English
  meaning.

	 	
       

	2.8 	
      A reference to any statutory
      enactment shall be construed as a reference to that enactment as at the
      Signature Date and as amended or substituted from time to time.

	 	
       

	2.9 	
      Unless specifically otherwise
      provided, any number of days prescribed shall be determined by excluding
      the first and including the last day or, where the last day falls on
      a  day that is not a business day, the next succeeding business
      day.




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	2.10 	
      Except to the extent that any
      provision of this Agreement expressly provides otherwise, if the only day
      or the last day for the exercise of any right, performance of any
      obligation or taking (or procuring the taking of) any action in terms of
      any provision of this Agreement falls on a day which is not a business
      day, such right shall be capable of being exercised, or such obligation
      performed or action taken on the immediately succeeding business
    day.

	 	 
	2.11 	
      The rule of construction that
      this Agreement shall be interpreted against the Party responsible for the
      drafting of this Agreement, shall not apply.

	 	 
	2.12 	
      No provision of this Agreement
      shall (unless otherwise stipulated) constitute a stipulation for the
      benefit of any person (stipulatio alteri) who is not a Party to
      this Agreement.

	 	 
	2.13 	
      The use of any expression in this
      Agreement covering a process available under South African law, such as
      winding-up, shall, if either of the Parties to this Agreement is subject
      to the law of any other jurisdiction, be construed as including any
      equivalent or analogous proceedings under the law of such other
      jurisdiction.

	 	 
	2.14 	
      Any reference in this Agreement
      to "this Agreement" or to any other agreement or document shall be
      construed as a reference to this Agreement or, as the case may be, such
      other agreement or document, as amended, varied, novated or supplemented
      from time to time.

	 	 
	2.15 	
      In this Agreement the words
      "clause" or "clauses" refer to clauses of this
    Agreement.

	 	 
	3 	
      INTRODUCTION

	 	 
	3.1 	
      The Lender has agreed to advance
      the Capital Amount to the Borrower as a loan, on the terms and conditions
      contained in this Agreement.

	 	 
	3.2 	
      The Parties wish to record in
      writing their agreement in respect of the above and matters ancillary
      thereto.

	 	 
	4 	
      CONDITIONS PRECEDENT

	 	 
	4.1 	
      Save for clauses 1 to 4, and
      clauses 13 to 20 all of which will become effective immediately, this
      Agreement is subject to the fulfilment of the Conditions Precedent that by
      not later than 16 March 2018 –

	 	 
	4.1.1 	
      the Facility Agreement has been
      entered into and has become unconditional in accordance with its terms,
      save for any reference to this Agreement becoming
  unconditional;




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6 

	4.1.2 	
      the DNI Loan Agreement has been
      entered into and has become unconditional in accordance with its terms,
      save for any reference to this Agreement becoming unconditional;


	  	
       

	4.1.3 	
      the Tranche I Subscription
      Agreement has been entered into and has become unconditional in accordance
      with its terms, save for any reference to this Agreement becoming
      unconditional; 

	  	
       

	4.1.4 	
      the Tranche II Subscription
      Agreement has been entered into and has become unconditional in accordance
      with its terms, save for: (i) the condition precedent at clause 4.1.2 of
      the Tranche II Subscription Agreement; and (ii) any reference to this
      Agreement becoming unconditional; 

	  	
       

	4.1.5 	
      the board of directors of the
      Lender approves and ratifies the entering into of this Agreement and all
      other agreements and transactions contemplated herein; 

	  	
       

	4.1.6 	
      the board of directors of the
      Borrower approves and ratifies the entering into of this Agreement and all
      other agreements and transactions contemplated herein; 

	  	
       

	4.1.7 	
      the shareholder of the Lender
      approves and ratifies the entering into of this Agreement and all other
      agreements and transactions contemplated herein; and 

	  	
       

	4.1.8 	
      the shareholders of the Borrower
      unanimously: (i) approve and ratify the entering into of this Agreement
      and all other agreements and transactions contemplated herein; and (ii)
      adopts a resolution amending its memorandum of incorporation to enable the
      implementation of the Tranche 1 Subscription Agreement and the Tranche II
      Subscription Agreement. 

	  	
       

	4.2 	
      Unless all the Conditions
      Precedent have been fulfilled or waived by not later than the relevant
      dates for fulfilment thereof set out in clause 4.1 (or such later date or
      dates as may be agreed in writing between the Parties) the provisions of
      this Agreement, save for clauses 1 to 4, and clauses 13 to 20, which will
      remain of full force and effect, will never become of any force or effect
      and the status quo ante will be restored as near as may be and
      neither of the Parties will have any claim against the other in terms
      hereof or arising from the failure of the Conditions Precedent. 

	  	
       

	5 	
      ADVANCE OF CAPITAL AMOUNT 

	  	
       

		
      The Capital Amount shall be lent and advanced by the
      Lender to the Borrower on the Advance Date by way of electronic funds
      transfer of freely available cash without set off or deduction of any
      nature whatsoever, into the Borrower's Designated Account. 

	  	
       

	6 	
      INTEREST 

	  	
       

	6.1 	
      Subject to clause 6.2, the
      Capital Outstanding shall not bear interest. 




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7 

	6.2 	
      In the event of an Event of
      Default, the Capital Outstanding shall bear interest at the Prime Rate
      plus 500 basis points, compounded monthly in arrears, with effect from the
      date of the occurrence of such Event of Default until the date of actual
      repayment of the Outstanding Balance in full.

	 	 
	7 	
      REPAYMENT

	 	 
	7.1 	
      The Outstanding Balance shall be
      repaid by the Borrower to the Lender by no later than the Repayment
      Date.

	 	 
	7.2 	
      Any amount repaid by the Borrower
      shall be applied firstly to interest (if applicable), and thereafter to
      the Capital Outstanding.

	 	 
	7.3 	
      The Borrower shall not be
      entitled to draw down any amount repaid in terms of this clause
  7.

	 	 
	7.4 	
      The Borrower shall pay all
      amounts payable by it to the Lender in terms of this Agreement in rands,
      into such bank account/s in South Africa as the Lender may stipulate on
      not less than 5 business days’ written notice.

	 	 
	7.5 	
      The Borrower may at any time
      prepay the whole or any part of the Outstanding Balance.

	 	 
	8 	
      PERMITTED PURPOSE

	 	 
	8.1 	
      The Capital Amount shall only be
      applied by the Borrower to advance to AJD Holdings and Richmark, the loans
      in terms of the DNI Loan Agreement.

	 	 
	8.2 	
      The Lender shall not be under any
      obligation to verify that any portion of the Capital Amount has been used
      by the Borrower for the aforesaid purposes.

	 	 
	9 	
      DEFAULT

	 	 
		
      Each of the following events shall constitute an Event of
      Default in respect of the Borrower (whether or not caused by any reason
      whatsoever outside the control of the Borrower, except to the extent it is
      caused by the Lender), if –

	 	 
	9.1 	
      the Borrower breaches any
      provision of this Agreement and fails to remedy such breach within 10
      business days of receiving written notice to do so from the
  Lender;

	 	 
	9.2 	
      AJD Holdings and/or Richmark
      breach any provision of the DNI Loan Agreement;

	 	 
	9.3 	
      the Borrower takes steps to place
      itself, or is placed, in liquidation, whether voluntary or compulsory, in
      either case whether provisionally or finally, or takes steps to subject
      itself, or is subjected to, supervision or business rescue proceedings as
      contemplated in the Companies Act commences in respect of the
    Borrower;




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8 

	9.4 	
      the Borrower is or becomes
      insolvent or commits any act which would be an act of insolvency as
      described in the Insolvency Act 24 of 1936; 

	  	
       

	9.5 	
      the Borrower compromises or
      attempts to compromise with, or defer or attempt to defer payment of debts
      owing by it to, its creditors generally; or 

	  	
       

	9.6 	
      a judgment has been issued
      against the Borrower against which an appeal or application for a
      rescission is not noted or made within that period (provided that such
      appeal or application is properly prosecuted) or the judgement is not
      satisfied within 14 days. 

	  	
       

	10 	
      REMEDIES 

	  	
       

	10.1 	
      If an Event of Default has
      occurred then, notwithstanding anything to the contrary herein contained,
      the Lender shall, without prejudice to its other rights in terms of this
      Agreement or at law, have the right to – 

	  	
       

	10.1.1 	
      cancel this Agreement and/or
      claim immediate repayment of the Outstanding Balance, which shall become
      immediately due and payable; or 

	  	
       

	10.1.2 	
      require immediate specific
      performance by the Borrower of its obligations under this Agreement,
      including the repayment of its Outstanding Balance which shall become
      immediately due and payable. 

	  	
       

	10.2 	
      The Borrower will be liable for,
      and shall pay upon demand, all out-of-pocket expenses, including (without
      limitation) legal expenses (including costs on the de facto scale
      as between attorney-and-client), charges and disbursements, incurred by
      the Lender in successfully recovering any amount owed to it by the
      Borrower or otherwise enforcing its rights in terms of this Agreement.
    

	  	
       

	11 	
      PROOF OF INDEBTEDNESS 

	  	
       

		
      A certificate under the hand of any director of the
      Lender shall (in the absence of manifest error) constitute prima facie
      proof of any amount (whether capital or interest or other) payable by
      the Borrower to the Lender in terms of this Agreement and the fact that
      the same is due and payable for all purposes and shall be sufficient proof
      of the contents thereof for the purposes of provisional sentence or
      summary judgment against the Borrower in any competent court and be
      treated as a liquid document for such purpose. 

	  	
       

	12 	
      NO LEAKAGE 

	  	
       

		
      Save for the Permitted Distributions, the Borrower
      warrants and undertakes that, in respect of the period commencing on 1
      July 2017 until the date on which the Outstanding Balance has actually
      been settled in full, the Borrower (and the Borrower will procure
      compliance with this clause 12 by its subsidiaries) will not declare
      and/or make any Distribution ((including in respect of the repayment of
      loan accounts) or otherwise enter into any transaction with any
  shareholder of the Borrower (or any person which is related or
inter-related to such shareholder) which is intended or designed to have the
same economic effect). 




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9 



	13 	
      GENERAL WARRANTIES

	 	 
	13.1 	
      Each of the Parties hereby
      warrants to and in favour of the other that –

	 	 
	13.1.1 	
      it has the legal capacity and
      has taken all necessary corporate action required to empower and authorise
      it to enter into this Agreement;

	 	 
	13.1.2 	
      this Agreement constitutes an
      agreement valid and binding on it and enforceable against it in accordance
      with its terms;

	 	 
	13.1.3 	
      the execution of this Agreement
      and the performance of its obligations hereunder does not and shall not
      –

	 	 
	13.1.3.1 	
      contravene any law or regulation
      to which that Party is subject;

	 	 
	13.1.3.2 	
      contravene any provision of that
      Party's constitutional documents; or

	 	 
	13.1.3.3 	
      conflict with or constitute a
      breach of any of the provisions of any other agreement, obligation,
      restriction or undertaking which is binding on it; and

	 	 
	13.1.4 	
      to the best of its knowledge and
      belief, it is not aware of the existence of any fact or circumstance that
      may impair its ability to comply with all of its obligations in terms of
      this Agreement;

	 	 
	13.1.5 	
      it is entering into this
      Agreement as principal (and not as agent or in any other
  capacity);

	 	 
	13.1.6 	
      the natural person who signs and
      executes this Agreement on its behalf is validly and duly authorised to do
      so;

	 	 
	13.1.7 	
      no other party is acting as a
      fiduciary for it; and

	 	 
	13.1.8 	
      it is not relying upon any
      statement or representation by or on behalf of any other Party, except
      those expressly set forth in this Agreement.

	 	 
	13.2 	
      Each of the representations and
      warranties given by the Parties in terms of clause 13.1 shall –

	 	 
	13.2.1 	
      be a separate warranty and will
      in no way be limited or restricted by inference from the terms of any
      other warranty or by any other words in this Agreement;

	 	 
	13.2.2 	
      continue and remain in force
      notwithstanding the completion of any or all the transactions contemplated
      in this Agreement; and




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10 

	13.2.3 	
      prima facie be deemed to
      be material and to be a material representation inducing the other Party
      to enter into this Agreement.

	 	 
	14 	
      NOTICES AND DOMICILIA

	 	 
	14.1 	
      The Parties select as their
      respective domicilia citandi et executandi the following physical
      addresses, and for the purposes of giving or sending any notice provided
      for or required under this Agreement, the said physical addresses as well
      as the following email addresses —




	 	Name 	Physical Address 	Email Address 
	 	Lender 	6th Floor President 	hermank@net1.com 
	 	  	Place 	  
	 	  	Corner of Jan Smuts 	  
	 	  	Avenue & Bolton Road 	  
	 	  	Rosebank 	  
	 	  	2121 	  
	 	  	 	  
	 	Marked for the attention of: Herman Kotze 	  
	 	  	 	  
	 	Name 	Physical Address 	Email Address 
	 	Borrower 	23/25 Commerce 	XXX 
	 	  	Crescent 	  
	 	  	Kramerville, 2031 	  


Marked for the attention of: Andrew
Dunn 

provided that a Party may change its
domicilium to another physical address in the Republic of South Africa
(provided that such physical address is not a post office box or poste
restante), or may change its address for the purposes of notices to any
other physical address or email address by written notice to the other Party to
that effect. Such change of address will be effective 5 business days after
receipt of the notice of the change. 

	14.2 	
      All notices to be given in terms
      of this Agreement will be given in writing and will —

	 	 
	14.2.1 	
      be delivered by hand or sent by
      email;

	 	 
	14.2.2 	
      if delivered by hand during
      business hours, be presumed to have been received on the date of delivery.
      Any notice delivered after business hours or on a day which is not a
      business day will be presumed to have been received on the following
      business day; and

	 	 
	14.2.3 	
      if sent by email during business
      hours, be presumed to have been received on the date of successful
      transmission of the email. Any email sent after business hours or on a day
      which is not a business day will be presumed to have been received on the
      following business day.




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	14.3 	
      Notwithstanding the above, any
      notice given in writing, and actually received by the Party to whom the
      notice is addressed, will be deemed to have been properly given and
      received, notwithstanding that such notice has not been given in
      accordance with this clause 14.

	 	 
	15 	
      BENEFIT OF THE AGREEMENT

	 	 
		
      This Agreement will also be for the benefit of and be
      binding upon the successors in title and permitted assigns of the Parties
      or either of them.

	 	 
	16 	
      APPLICABLE LAW AND JURISDICTION

	 	 
	16.1 	
      This Agreement will in all
      respects be governed by and construed under the laws of the Republic of
      South Africa.

	 	 
	16.2 	
      The Parties hereby consent and
      submit to the non-exclusive jurisdiction of the High Court of South
      Africa, Gauteng Local Division, (Johannesburg) in any dispute arising from
      or in connection with this Agreement.

	 	 
	17 	
      INDEPENDENT ADVICE

	 	 
		
      Each of the Parties to this Agreement hereby acknowledges
      and agrees that –

	 	 
	17.1 	
      it has been free to secure
      independent legal and other professional advice (including financial and
      taxation advice) as to the nature and effect of all of the provisions of
      this Agreement and that it has either taken such independent advice or has
      dispensed with the necessity of doing so; and

	 	 
	17.2 	
      all of the provisions of this
      Agreement and the restrictions herein contained are fair and reasonable in
      all the circumstances and are in accordance with the Party's
      intentions.

	 	 
	18 	
      GENERAL

	 	 
	18.1 	
      Whole Agreement

	 	 
	18.1.1 	
      This Agreement constitutes the
      whole of the agreement between the Parties relating to the matters dealt
      with herein and, save to the extent otherwise provided herein, no
      undertaking, representation, term or condition relating to the subject
      matter of this Agreement not incorporated in this Agreement shall be
      binding on either of the Parties.

	 	 
	18.1.2 	
      This Agreement supersedes and
      replaces any and all agreements between the Parties (and other persons, as
      may be applicable) and undertakings given to or on behalf of the Parties
      (and other persons, as may be applicable) in relation to the subject
      matter hereof.




	CLIFFE DEKKER HOFMEYR






12 

	18.2 	
      Variations to be in
      Writing

	 	 
		
      No addition to or variation,
      deletion, or agreed cancellation of all or any clauses or provisions of
      this Agreement will be of any force or effect unless in writing and signed
      by the Parties.

	 	 
	18.3 	
      No Indulgences

	 	 
		
      No latitude, extension of time or
      other indulgence which may be given or allowed by either Party to the
      other in respect of the performance of any obligation hereunder, and no
      delay or forbearance in the enforcement of any right of either Party
      arising from this Agreement and no single or partial exercise of any right
      by either Party under this Agreement, shall in any circumstances be
      construed to be an implied consent or election by that Party or operate as
      a waiver or a novation of or otherwise affect any of its rights in terms
      of or arising from this Agreement or estop or preclude it from enforcing
      at any time and without notice, strict and punctual compliance with each
      and every provision or term hereof. Failure or delay on the part of either
      Party in exercising any right, power or privilege under this Agreement
      will not constitute or be deemed to be a waiver thereof, nor will any
      single or partial exercise of any right, power or privilege preclude any
      other or further exercise thereof or the exercise of any other right,
      power or privilege.

	 	 
	18.4 	
      No Waiver or Suspension of
      Rights

	 	 
		
      No waiver, suspension or
      postponement by either Party of any right arising out of or in connection
      with this Agreement shall be of any force or effect unless in writing and
      signed by that Party. Any such waiver, suspension or postponement will be
      effective only in the specific instance and for the purpose
  given.

	 	 
	18.5 	
      Continuing Effectiveness of
      Certain Provisions

	 	 
		
      The expiration or termination of
      this Agreement shall not affect such of the provisions of this Agreement
      as expressly provide that they will operate after any such expiration or
      termination or which of necessity must continue to have effect after such
      expiration or termination, notwithstanding that the clauses themselves do
      not expressly provide for this.

	 	 
	18.6 	
      No Assignment

	 	 
		
      Neither this Agreement nor any
      part, share or interest herein nor any rights or obligations hereunder may
      be ceded, delegated or assigned by either Party without the prior signed
      written consent of the other, save as otherwise provided
  herein.




	CLIFFE DEKKER HOFMEYR






13 

	18.7 	
      Exclusion of Electronic
      Signature

	 	 
		
      The reference in clauses 18.2,
      18.4 and 18.6 to writing signed by a Party shall, notwithstanding anything
      to the contrary in this Agreement, be read and construed as excluding any
      form of electronic signature.

	 	 
	19 	
      COSTS

	 	 
		
      Except as otherwise specifically provided herein, each
      Party will bear and pay its own legal costs and expenses of and incidental
      to the negotiation, drafting, preparation and implementation of this
      Agreement.

	 	 
	20 	
      SIGNATURE

	 	 
	20.1 	
      This Agreement is signed by the
      Parties on the dates and at the places indicated below.

	 	 
	20.2 	
      This Agreement may be executed in
      counterparts, each of which shall be deemed an original, and all of which
      together shall constitute one and the same Agreement as at the date of
      signature of the Party last signing one of the counterparts.

	 	 
	20.3 	
      The persons signing this
      Agreement in a representative capacity warrant their authority to do
      so.

	 	 
	20.4 	
      The Parties record that it is not
      required for this Agreement to be valid and enforceable that a Party shall
      initial the pages of this Agreement and/or have its signature of this
      Agreement verified by a witness.




	CLIFFE DEKKER HOFMEYR






14 

SIGNED at ROSEBANK on MARCH 8, 2018 


	For and on behalf of 
	NET1 APPLIED TECHNOLOGIES SOUTH 
	AFRICA PROPRIETARY LIMITED 
	  
	/s/ Herman G.
    Kotzé
	Signature 
	  
	Herman G.
  Kotzé
	Name of Signatory 
	  
	Director
	Designation of Signatory 




	CLIFFE DEKKER HOFMEYR






15 

SIGNED at SANDTON on MARCH 5, 2018 


	For and on behalf of 
	DNI–4PL CONTRACTS PROPRIETARY 
	LIMITED 
	  
	/s/ Andrew J.
    Dunn
	Signature 
	  
	A. J. Dunn 
	Name of Signatory 
	  
	CEO
	Designation of Signatory