Net 1 UEPS Technologies, Inc.: Exhibit 10.87- Filed by newsfilecorp.com








	EXECUTION VERSION 
	5 March 2018 
	Exhibit 10.87 



TRANCHE II SUBSCRIPTION 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 	4 
	4 	CONDITIONS PRECEDENT
      	4
    
	5 	MERGER
      NOTIFICATION TO COMPETITION AUTHORITIES 	6 
	6 	SUBSCRIPTION 	6
    
	7 	ALLOTMENT
      AND ISSUE OF THE SUBSCRIPTION SHARES 	7 
	8 	GENERAL WARRANTIES
    	7
    
	9 	SUPPORT 	8 
	10 	BREACH 	8
    
	11 	NOTICES
      AND DOMICILIA 	9 
	12 	BENEFIT OF THE
      AGREEMENT 	10
    
	13 	APPLICABLE LAW AND JURISDICTION 	10 
	14 	GENERAL 	10
    
	15 	COSTS
      	11 
	16 	SIGNATURE 	11
    






	CLIFFE DEKKER HOFMEYR






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 	
      "Agreement" means the
      agreement contained in this document;

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

	 	 
	2.1.4 	
      "Competition Act" means
      the Competition Act, No 89 of 1998;

	 	 
	2.1.5 	
      "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;

	 	 
	2.1.6 	
      "Company" means DNI–4PL
      Contracts Proprietary Limited, registration number 2005/040937/07, a
      limited liability private company duly incorporated in the Republic of
      South Africa;

	 	 
	2.1.7 	
      "Conditions Precedent"
      means the suspensive conditions set out in clause 4.1;

	 	 
	2.1.8 	
      "Designated Account"
      means the bank account nominated by the Company, the details of which are
      set out below, or such other account as the Company may designate in
      writing on 5 business days' notice to the Subscriber
–





	CLIFFE DEKKER HOFMEYR






2 


	Name of Account: 	XXX 
	Bank: 	XXX 
	Branch: 	XXX 
	Branch Code: 	XXX 
	Account Number: 	Tranche II Subscription





	2.1.9 	
      "First Addendum to Original
      Top-Up Subscription Agreement" means an agreement headed "Addendum
      to Original Top-Up Subscription Agreement" to be entered in between
      the Parties, AJD and Richmark contemporaneously with this
  Agreement;

	 	 
	2.1.10 	
      "First Addendum to
      Shareholders Agreement" means an agreement headed "First Addendum
      to Shareholders Agreement" to be entered into between the Parties, AJD
      and Richmark contemporaneously with this Agreement;

	 	 
	2.1.11 	
      "Merger Notification"
      means the merger notice to be submitted to the Competition Authorities as
      contemplated in clause 5;

	 	 
	2.1.12 	
      "Net1 Loan Agreement"
      means the agreement headed "Net1 Loan Agreement" to be entered into
      contemporaneously with the entering into of this Agreement between the
      Company and Net1, in terms of which, inter alia, Net1 advances an
      amount of R126,000,000 as a loan to the Company;

	 	 
	2.1.13 	
      "Parties" means the
      parties to this Agreement;

	 	 
	2.1.14 	
      "Richmark" means Richmark
      Holdings Proprietary Limited, registration number 2000/013818/07, a
      limited liability private company duly incorporated in the Republic of
      South Africa;

	 	 
	2.1.15 	
      "Signature Date" means
      the date of signature of this Agreement by the Party last
  signing;

	 	 
	2.1.16 	
      "Solvency and Liquidity
      Test" means the solvency and liquidity test as set out in section 4 of
      the Companies Act;

	 	 
	2.1.17 	
      "Subscriber" 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;

	 	 
	2.1.18 	
      "Subscription Date" means
      the third business day following the later to occur of the date on which:
      (i) the last of the Conditions Precedent is fulfilled or waived, as the
      case may be; and (ii) Net1 has confirmed in writing to the Company that it
      has been repaid all amounts due to it under the Net1 Loan
  Agreement;

	 	 
	2.1.19 	
      "Subscription Price"
      means an aggregate amount of R126,000,000 in respect of all the
      Subscription Shares;





	CLIFFE DEKKER HOFMEYR






3 

	2.1.20 	
      "Subscription Shares"
      means 6,000,000 ordinary "A" shares in the authorised ordinary shares of
      the Company which shares will entitle Net1 as the holders thereof to,
      inter alia, an additional 6% of the voting rights in the Company;
      and

	 	 
	2.1.21 	
      "Tranche I Subscription
      Agreement" means an agreement headed "Tranche I Subscription
      Agreement", to be entered into between the Parties in terms of which
      Net1 will subscribe for 4,000,000 Shares.

	 	 
	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;

	 	 
	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; and

	 	 
	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.





	CLIFFE DEKKER HOFMEYR






4 

	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.

	 	 
	2.10 	
      The rule of construction that
      this Agreement shall be interpreted against the Party responsible for the
      drafting of this Agreement, shall not apply.

	 	 
	2.11 	
      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.

	 	 
	2.12 	
      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.

	 	 
	2.13 	
      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.

	 	 
	2.14 	
      In this Agreement the words
      "clause" or "clauses" refer to clauses of this
    Agreement.

	 	 
	3 	
      INTRODUCTION

	 	 
	3.1 	
      The Subscriber has agreed to
      subscribe for the Subscription Shares at the Subscription Price.

	 	 
	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 8 to 16 all of which will become effective immediately, this
      Agreement is subject to the fulfilment of the Conditions Precedent that
      –

	 	 
	4.1.1 	
      by not later than the 5th
      business day after the Signature Date -

	 	 
	4.1.1.1 	
      the board of directors of the
      Company has passed the following resolutions
–





	CLIFFE DEKKER HOFMEYR






5

	4.1.1.1.1 	
      approving and ratifying the
      entering into of this Agreement and all other agreements and transactions
      contemplated herein;

	 	 
	4.1.1.1.2 	
      authorising the Company to
      distribute an amount equal to the Subscription Price to AJD and Richmark,
      in proportion to their respective shareholdings in the Company, in
      accordance with section 46(1)(a)(ii) of the Companies Act;

	 	 
	4.1.1.1.3 	
      acknowledging that it has
      applied the Solvency and Liquidity Test, and reasonably concluded that the
      Company will satisfy the Solvency and Liquidity Test immediately after
      completing the distribution in clause 4.1.1.1.2, in terms of section
      46(1)(c) of the Companies Act; and

	 	 
	4.1.1.1.4 	
      approving the issue of the
      Subscription Shares to Net1 in accordance with section 40(1)(a) of the
      Companies Act;

	 	 
	4.1.1.2 	
      the board of directors of Net1
      has approved and ratified the entering into of this Agreement and all
      other agreements and transactions contemplated herein

	 	 
	4.1.1.3 	
      the Tranche I Subscription
      Agreement has been entered into and has become unconditional in accordance
      with its terms (other than in respect of any condition which requires this
      Agreement to become unconditional);

	 	 
	4.1.1.4 	
      the First Addendum to Original
      Top-Up Subscription Agreement has been entered into and has become
      unconditional in accordance with its terms (other than in respect of any
      condition which requires this Agreement to become
unconditional);

	 	 
	4.1.1.5 	
      the First Addendum to the
      Shareholders Agreement has been entered into and has become unconditional
      in accordance with its terms (other than in respect of any condition which
      requires this Agreement to become unconditional);

	 	 
	4.1.1.6 	
      Net1 has provided the Company
      with written confirmation that it has raised the required funding to pay
      the Subscription Price; and

	 	 
	4.1.1.7 	
      AJD and Richmark have
      unconditionally and irrevocably waived all and any pre-emptive rights,
      tag-along rights, options, rights of first refusal or any similar rights,
      which any of them may have in respect of the Subscription Shares, whether
      under the memorandum of incorporation of the Company, any shareholders
      agreement or otherwise; and





	CLIFFE DEKKER HOFMEYR






6

	4.1.2 	
      by not later than 30 June 2018,
      the subscription contemplated in this Agreement (to the extent necessary)
      has been unconditionally approved by the Competition Authorities in terms
      of the Competition Act, or conditionally approved on terms and conditions
      which each of the Subscriber and the Company confirms in writing to the
      other (by not later than the said date and time) to be
  acceptable.

	 	
       

	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 8 to 16, which will
      remain of full force and effect, will never become of any force or effect
      and the sttus 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 	
      MERGER NOTIFICATION TO COMPETITION
    AUTHORITIES

	 	
       

	5.1 	
      It is recorded that the
      subscription and, to the extent applicable, the other transactions
      contemplated in this Agreement will result in a change in control, as
      contemplated by Chapter 3 of the Competition Act, which will require the
      approval of the Competition Authorities prior to this Agreement being
      implemented.

	 	
       

	5.2 	
      Net1 and the Company shall as
      soon as reasonably possible after the Signature Date, jointly instruct
      attorneys Cliffe Dekker Hofmeyr Incorporated to prepare and submit a
      merger notice in respect of the subscription and, to the extent necessary,
      the other transactions contemplated in this Agreement to the Competition
      Authorities in terms of the Competition Act for approval.

	 	
       

	5.3 	
      Each of the Parties shall
  –

	 	
       

	5.3.1 	
      sign all documents and
      expeditiously provide all necessary information upon being required to do
      so; and

	 	
       

	5.3.2 	
      do everything required by the
      Competition Authorities in order to enable the Merger Notification to be
      dealt with, to the extent that it is within its power to do so.

	 	
       

	5.4 	
      The Company shall be responsible
      for the costs of and associated with the filing of the Merger
      Notification. These costs shall include the filing fee payable in
      connection with the filing of the Merger Notification and the legal fees
      of attorneys Cliffe Dekker Hofmeyr Incorporated for the preparation and
      submission of the Merger Notification but shall exclude each Party's other
      legal costs associated with the preparation of such Merger.

	 	
       

	6 	
      SUBSCRIPTION

	 	
       

	6.1 	
      The Subscriber hereby subscribes
      for the Subscription Shares, with effect from the Subscription Date, at
      the Subscription Price.

	 	
       

	6.2 	
      The Subscriber shall pay the
      Subscription Price to the Company on the Subscription
  Date.





	CLIFFE DEKKER HOFMEYR






7

	6.3 	
      All payments to be made by (or on
      behalf of) the Subscriber to the Company in terms of this Agreement will
      be made by electronic transfer of immediately available and freely
      transferable funds to the Designated Account, free of any deductions or
      set-off whatsoever, in the currency of the Republic of South
  Africa.

	 	 
	6.4 	
      The Company warrants that the
      Subscription Shares will be validly issued and will rank pari passu
      with all other ordinary "A" shares of the Company in issue.

	 	 
	7 	
      ALLOTMENT AND ISSUE OF THE SUBSCRIPTION
    SHARES

	 	 
		
      The Company shall, upon subscription by the Subscriber
      for the Subscription Shares pursuant to clause 6.1 and against payment by
      the Subscriber of the Subscription Price in accordance with the provisions
      of clause 6.2, on the Subscription Date allot and issue the Subscription
      Shares to the Subscriber and deliver to the Subscriber –

	 	 
	7.1 	
      original share certificates in
      respect of the Subscription Shares; and

	 	 
	7.2 	
      copies of resolutions of the
      directors of the Company approving the allotment and issue of the
      Subscription Shares to the Subscriber.

	 	 
	8 	
      GENERAL WARRANTIES

	 	 
	8.1 	
      Each of the Parties hereby
      warrants to and in favour of the other that –

	 	 
	8.1.1 	
      it has the legal capacity and
      has taken all necessary corporate action required to empower and authorise
      it to enter into this Agreement;

	 	 
	8.1.2 	
      this Agreement constitutes an
      agreement valid and binding on it and enforceable against it in accordance
      with its terms;

	 	 
	8.1.3 	
      the execution of this Agreement
      and the performance of its obligations hereunder does not and shall not
      –

	 	 
	8.1.3.1 	
      contravene any law or regulation
      to which that Party is subject;

	 	 
	8.1.3.2 	
      contravene any provision of that
      Party's constitutional documents; or

	 	 
	8.1.3.3 	
      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

	 	 
	8.1.4 	
      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;

	 	 
	8.1.5 	
      it is entering into this
      Agreement as principal (and not as agent or in any other
  capacity);





	CLIFFE DEKKER HOFMEYR






8

	8.1.6 	
      the natural person who signs and
      executes this Agreement on its behalf is validly and duly authorised to do
      so; 

	  	
       

	8.1.7 	
      no other party is acting as a
      fiduciary for it; and 

	  	
       

	8.1.8 	
      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. 

	  	
       

	8.2 	
      Each of the representations and
      warranties given by the Parties in terms of clause 8.1 shall – 

	  	
       

	8.2.1 	
      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; 

	  	
       

	8.2.2 	
      continue and remain in force
      notwithstanding the completion of any or all the transactions contemplated
      in this Agreement; and 

	  	
       

	8.2.3 	
      prima facie be deemed to
      be material and to be a material representation inducing the other Party
      to enter into this Agreement. 

	  	
       

	9 	
      SUPPORT 

	  	
       

		
      The Parties undertake at all times to do all such things,
      perform all such actions and take all such steps and to procure the doing
      of all such things, the performance of all such actions and the taking of
      all such steps as may be open to them and necessary for or incidental to
      the putting into effect or maintenance of the terms, conditions and/or
      import of this Agreement. 

	  	
       

	10 	
      BREACH 

	  	
       

	10.1 	
      If a Party ("Defaulting
      Party") commits any breach of this Agreement and fails to remedy such
      breach within 10 business days ("Notice Period") of written notice
      requiring the breach to be remedied, then the Party giving the notice
      ("Aggrieved Party") will be entitled, at its option – 

	  	
       

	10.1.1 	
      to claim immediate specific
      performance of all or any of the Defaulting Party's obligations under this
      Agreement, with or without claiming damages, whether or not such
      obligation has fallen due for performance; or 

	  	
       

	10.1.2 	
      to cancel this Agreement, with
      or without claiming damages, in which case written notice of the
      cancellation shall be given to the Defaulting Party, and the cancellation
      shall take effect on the giving of the notice. No Party shall be entitled
      to cancel this Agreement unless the breach is a material breach. A breach
      will be deemed to be a material breach if - 

	  	
       

	10.1.2.1 	
      it is capable of being remedied,
      but is not so remedied within the Notice Period; or 

	  	
       

	10.1.2.2 	
      it is incapable of being
      remedied and payment in money will compensate for such breach but such
      payment is not made within the Notice Period.






	CLIFFE DEKKER HOFMEYR






9

	10.2 	
      The Parties agree that any costs
      awarded will be recoverable on an attorney-and-own-client scale unless the
      Court specifically determines that such scale shall not apply, in which
      event the costs will be recoverable in accordance with the High Court
      tariff, determined on an attorney-and-client scale.

	 	 
	10.3 	
      The Aggrieved Party's remedies in
      terms of this clause 10 are without prejudice to any other remedies to
      which the Aggrieved Party may be entitled in law.

	 	 
	10.4 	
      Notwithstanding the aforegoing,
      upon the fulfilment of the Conditions Precedent, save for the Condition
      Precedent at clause 4.1.2, none of the Parties will have the right to
      cancel this Agreement as a result of a breach thereof, and the Parties'
      only remedies thereafter will be to claim specific performance of all the
      Defaulting Party's obligations, together with damages, if any.

	 	 
	11 	
      NOTICES AND DOMICILIA

	 	 
	11.1 	
      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 
	 	Net1 	6th Floor President Place 	hermank@net1.com 
	 	  	Corner of Jan Smuts Avenue 	  
	 	  	& Bolton Road 	  
	 	  	Rosebank 	  
	 	  	2121 	  
	 	Marked for the attention of: Herman Kotze 	 	  
	 	Name 	Physical Address 	Email Address 
	 	Company 	23/25 Commerce Crescent 	XXX 
	 	  	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 Parties
to that effect. Such change of address will be effective 5 business days after
receipt of the notice of the change. 

	11.2 	
      All notices to be given in terms
      of this Agreement will be given in writing and will —

	 	 
	11.2.1 	
      be delivered by hand or sent by
      email;

	 	 
	11.2.2 	
      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





	CLIFFE DEKKER HOFMEYR






10 

	11.2.3 	
      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. 

	  	
   

	11.3 	
      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 10. 

	  	
   

	12 	
  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. 

	  	
   

	13 	
  APPLICABLE LAW AND JURISDICTION 

	  	
   

	13.1 	
      This Agreement will in all
      respects be governed by and construed under the laws of the Republic of
  South Africa. 

	  	
   

	13.2 	
      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. 

	  	
   

	14 	
  GENERAL 

	  	
   

	14.1 	
  Whole Agreement 

	  	
   

	14.1.1 	
      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. 

	  	
   

	14.1.2 	
      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. 

	  	
   

	14.2 	
      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. 

	  	
   

	14.3 	
  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. 




	CLIFFE DEKKER HOFMEYR






11




	14.4 	
      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.

	 	 
	14.5 	
      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.

	 	 
	14.6 	
      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.

	 	 
	14.7 	
      Exclusion of Electronic
      Signature

	 	 
		
      The reference in clauses 14.2,
      14.4 and 14.6 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.

	 	 
	15 	
      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.

	 	 
	16 	
      SIGNATURE

	 	 
	16.1 	
      This Agreement is signed by the
      Parties on the dates and at the places indicated
below.





	CLIFFE DEKKER HOFMEYR






12

	16.2 	
      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.

	 	 
	16.3 	
      The persons signing this
      Agreement in a representative capacity warrant their authority to do
      so.

	 	 
	16.4 	
      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






13 

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






14


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