Net 1 UEPS Technologies, Inc. - Exhibit 10.35 - Filed by newsfilecorp.com






Exhibit 10.35

STOCK PURCHASE AGREEMENT 

            Stock
Purchase Agreement, dated as of October 6, 2016 (this “Agreement”), by
and between Net 1 UEPS Technologies, Inc., a Florida corporation (the
“Company”) and Draper Gain Investments Ltd., a company organized under
the laws of England and Wales (“Purchaser”). 

            WHEREAS,
upon the terms and conditions set forth in this Agreement, the Company agrees to
sell and Purchaser agrees to purchase two million five hundred thousand
(2,500,000) shares of the Company’s common stock, par value $.001 per share (the
“Shares”), at a price per share of US$9.00, for an aggregate purchase
price of US$22,500,000 (the “Purchase Price”). 

            NOW,
THEEFORE, in consideration of the covenants and agreements set forth herein, the
Company and Purchaser hereby agree as follows: 

1.        Agreement to
Purchase and Sell. Subject to the conditions set forth in this Agreement,
Purchaser agrees to purchase the Shares from the Company and the Company agrees
to sell to the Shares to Purchaser at a price equal to the Purchase Price. The
Company agrees that, prior to Closing (as defined below), it will not (a)
declare or pay any dividends or other distributions on its capital stock or (b)
split, combine or reclassify its capital stock. 

2.        The
Closing. The closing of the purchase and sale of the Shares (the
"Closing") shall take place at the offices of DLA Piper LLP (US), at
10:00 a.m. on the later of November 9, 2016 or the 31st day after the
Company provides the notice required to be provided pursuant to Section 3.06 of
the Policy Agreement dated April 11, 2016 by and among the Company, the
International Finance Corporation, IFC African, Latin American and Caribbean
Fund, LP, IFC Financial Institutions Growth Fund, LP and Africa Capitalization
Fund, Ltd., or at such other time and place as the Company and Purchaser may
mutually agree (the “Closing Date”). On the Closing Date, Purchaser shall
pay the Purchase Price for the Shares by wire transfer of immediately available
funds to one or more bank accounts designated by the Company and the Company
shall cause the Shares to be issued in the name of Purchaser through direct
registration on the books of the Company’s transfer agent. 

3.        Securities Act;
Restrictions on Transfer and Share Legend. The sale of the Shares will be
registered under the Securities Act of 1933, as amended (the “Securities
Act”) pursuant to the Company’s currently effective shelf registration
statement. Notwithstanding such registration, Purchaser agrees that for a period
of six months after the Closing Date, it shall not sell, transfer or otherwise
dispose of, or agree to sell, transfer or otherwise dispose of, directly or
indirectly, any of the Shares. For the avoidance of doubt, a sale, transfer or
other disposition of Shares includes, without limitation, the sale of any option or contract to purchase the
Shares or entry into any agreement or arrangement that transfers any economic
interest in the ownership of the Shares. The Shares will bear an appropriate
legend referring to this transfer restriction. 




4.        Representations
and Warranties of the Company. The Company represents and warrants that: (i)
it is a validly existing corporation in good standing under the laws of the
state of Florida; (ii) this Agreement has been duly authorized, executed and
delivered by the Company and constitutes the legal and binding obligation of the
Company, enforceable against the Company in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency or similar
laws affecting the enforcement of creditors’ rights generally and by general
principles of equity relating to enforceability (regardless of whether
considered in a proceeding at law or in equity); and (iii) the Shares have been
duly authorized and, when issued, delivered and paid for in the manner set forth
in this Agreement, will be validly issued, fully paid and nonassessable. 

5.        Representations
and Warranties of Purchaser. Purchaser represents and warrants that: (i) it
is a validly existing company in good standing under the laws of the England and
Wales; (ii) this Agreement has been duly authorized, executed and delivered by
Purchaser and constitutes the legal and binding obligation of Purchaser,
enforceable against Purchaser in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency or similar
laws affecting the enforcement of creditors’ rights generally and by general
principles of equity relating to enforceability (regardless of whether
considered in a proceeding at law or in equity); and (iii) Purchaser is
purchasing the Shares for its account and not for the account of any other
person. 

6.        Entire
Agreement; Amendments and Waivers. This Agreement contains the sole and
entire agreement, and supersedes all prior discussions and understandings,
between the parties with respect to the subject matter hereof. This Agreement
may be amended or any provision of this Agreement waived only if such amendment
or waiver is made or given in writing by both parties.. 

7.        Further
Assurances. Each of the parties shall execute such documents and perform
such further act as may be reasonably required or desirable to carry out or to
perform the provisions of this Agreement. 

8.        Public
Announcements. The parties agree that any public announcement concerning
this Agreement and the transactions contemplated hereby shall be approved in
advance by each of them; provided that in the absence of any such agreement, the
Company may make any announcement required by applicable law or stock exchange
rules.

9.       
Assignability. Neither this Agreement nor any right, remedy, obligation
or liability arising hereunder or by reason hereof shall be assignable by party
without the prior written consent of the other party. Notwithstanding the
foregoing, Purchaser may designate either (a) an entity wholly-owned, directly or
indirectly, by Peter Gain and/or one or more of his immediate family members or
(b) a trust established for the sole benefit of Peter Gain and/or one or more of
his immediate family members and of which Peter Gain is a trustee, to purchase
the Shares in lieu of Purchaser so long as such entity executes a separate
writing in a form reasonably satisfactory to the Company pursuant to which it
agrees to be bound by the provisions of this Agreement. 

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

11. Counterparts. This Agreement may be executed in any
number of counterparts, each of which when so executed and delivered shall be
deemed to be an original and all of which together shall be deemed to be one and
the same agreement. 

12.      Notices. All notices
and other communications provided for herein shall be in writing and shall be
deemed to have been duly given if sent by email to the following addresses (or
such other address as either party shall have specified by notice in writing to
the other): 

	If to the Company: 	Mr. Herman Kotzé 
	 	 
	  	E-mail: hermank@net1.com 
	  	 
	 	 
	If to Purchaser: 	Mr. Peter Gain 
	 	 
	  	E-mail:
peter@drapergain.com


 

13.      Binding Effect. The
provisions of this Agreement shall be binding upon and accrue to the benefit of
the parties hereto and their respective heirs, legal representatives, successors
and assigns. 

14.      Severability. If any
term or provision of this Agreement is invalid, illegal or unenforceable in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other term or provision of this Agreement or invalidate or render
unenforceable such term or provision in any other jurisdiction.

[SIGNATURE PAGE FOLLOWS] 

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IN WITNESS WHEREOF, the undersigned have executed this
Agreement on the date first written above. 

NET 1 UEPS TECHNOLOGIES, INC. 

By: /s/ Herman G. Kotzé 
Herman G. Kotzé 
Chief Financial
Officer 


DRAPER GAIN INVESTMENTS LTD. 
By:/s/ Peter Gain 
Peter
Gain 
Chairman 


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