Net 1 UEPS Technologies, Inc.: Exhibit 10.45 - Filed by newsfilecorp.com






Exhibit 10.45 

	AMENDED AND RESTATED 
	SUBSCRIPTION AGREEMENT 
	 
	 
	 
	between 
	 
	 
	 
	NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY
      LIMITED 
	 
	 
	 
	and 
	 
	 
	 
	BLUE LABEL TELECOMS LIMITED 







TABLE OF CONTENTS 

	1
      	PARTIES
      	1
      
	2
      	INTERPRETATION
      	1
      
	3
      	INTRODUCTION
      	5
      
	4
      	AMENDMENT
      AND RESTATEMENT 	5
      
	5
      	CONDITIONS
      PRECEDENT 	5
      
	6
      	SUBSCRIPTION
      	7
      
	7
      	RECIPROCAL
      RIGHT TO TERMINATE 	7
      
	8
      	WARRANTIES
      BY THE COMPANY 	8
      
	9
      	CONDITIONS
      TO SUBSCRIPTION AND SUBSCRIBER'S RIGHT TO TERMINATE  	9
	10
      	SUBSCRIBER'S
      RIGHT TO BOARD APPOINTMENT 	10
      
	11
      	GENERAL
      WARRANTIES 	12
      
	12
      	PUBLICITY
      	12
      
	13
      	SUPPORT
      	13
      
	14
      	BREACH
      AND TERMINATION 	13
      
	15
      	DISPUTE
      RESOLUTION 	14
      
	16
      	NOTICES
      AND DOMICILIA 	15
      
	17
      	BENEFIT
      OF THE AGREEMENT 	16
      
	18
      	APPLICABLE
      LAW AND JURISDICTION 	16
      
	19
      	GENERAL
      	17
      
	20
      	COSTS
      	19
      
	21
      	SIGNATURE
      	19
      


ANNEXURE 

	ANNEXURE 1 : 	FORM OF GUARANTEE 







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 	
      Blue Label Telecoms 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 	"AFSA" means the Arbitration Foundation
      of Southern Africa; 
	  	  
	2.1.2 	"Agreement" means this amended and
      restated subscription agreement; 
	  	  
	2.1.3 	"Aggregate Subscription Price" means an
      amount of R2,000,000,000.00 (two billion rand); 
	  	  
	2.1.4 	"Companies Act" means the Companies Act,
      No 71 of 2008; 
	  	  
	2.1.5 	"Company's Board" means the board of
      directors of the Company from time to time; 
	  	  
	2.1.6 	"Company" means Blue Label Telecoms
      Limited, registration number 2006/022679/06, a limited liability public
      company duly incorporated in the Republic of South Africa, the shares of
      which are listed on the JSE; 
	  	  
	2.1.7 	"Conditions Precedent" means the
      conditions precedent set out in clause 5.1; 
	  	  
	2.1.8 	"CSDP" means a nominated depository
      institution or central securities depository participant as contemplated
      in the Financial Markets Act; 
	  	  
	2.1.9 	"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 (five)
      business days notice to the Subscriber – 









2 


	Name of Account: 	Blue Label Telecoms Limited 
	Bank: 	FirstRand Bank Limited 
	Branch: 	RMB Corporate Banking 
	Branch Code: 	255005 
	Account Number: 	62159204975 




	2.1.10 	
      "Financial Markets Act" means the Financial
      Markets Act, No. 19 of 2012;

	 	 
	2.1.11 	
      "Fully Diluted Basis" means the Company's issued
      shares determined on the basis that any and all person's rights of
      whatsoever nature (whether pursuant to any option, right of first refusal
      or otherwise) to subscribe for any unissued Shares, have been exercised as
      at the relevant time of determination, and includes the Subscription
      Shares;

	 	 
	2.1.12 	
      "Group" means the Company and any company in which
      the Company holds 50% (fifty percent) or more of the issued shares (and in
      the case of a trust, in which the Company holds a beneficial interest of
      50% (fifty percent) or more) and "Group Company" means any one of
      them and excludes any Group Company which is, as at the Signature Date,
      dormant or in the process of being liquidated;

	 	 
	2.1.13 	
      "Guarantee" means the guarantee referred to in
      clause 5.1.1;

	 	 
	2.1.14 	
      "JSE" means the securities exchange licensed in
      terms of the Financial Markets Act, owned and operated by JSE Limited,
      registration number 2005/022939/06, a limited liability public company
      duly incorporated in the Republic of South Africa;

	 	 
	2.1.15 	
      "Original Subscription Agreement" means the
      agreement headed "Subscription Agreement" entered into between the
      Parties on or about 4 October 2016, as amended by a first addendum thereto
      entered into on or about 20 October 2016;

	 	 
	2.1.16 	
      "Parties" means the parties to this
    Agreement;

	 	 
	2.1.17 	
      "Shareholders" means the holders of Shares from
      time to time;

	 	 
	2.1.18 	
      "Shares" means ordinary shares in the
    Company;

	 	 
	2.1.19 	
      "Signature Date" means the date of signature of
  the Original Subscription Agreement by the Party last signing; 









3 

	2.1.20 	
      "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;

	 	 
	2.1.21 	
      "Subscription" means the subscription of the
      Subscription Shares by the Subscriber in terms of this
Agreement;

	 	 
	2.1.22 	
      "Subscription Date" means, subject to the
      fulfilment or waiver, as the case may be, of the last outstanding
      Condition Precedent, the date designated as the "Subscription Date" by way
      of written notice by the Company to the Subscriber, provided that
  –




	2.1.22.1 	
      the Subscription Date shall occur between 23 January 2017
      and 28 February 2017 (both dates included) and the Company shall not be
      permitted to designate any date as the Subscription Date which does not
      fall within the aforementioned period; and

	 	 
	2.1.22.2 	
      no such written notice by the Company shall be considered
      valid for purposes of this clause 2.1.22 unless the Company has given the
      Subscriber at least than 5 (five) business days' prior written notice of
      the Subscription Date;




	2.1.23 	
      "Subscription Price" means an amount of R16.96
      (sixteen rand and ninety six cents) per Subscription Share; and

	 	 
	2.1.24 	
      "Subscription Shares" means 117,924,528 (one
      hundred and seventeen million nine hundred twenty four thousand five
      hundred and twenty eight) Shares, determined by dividing the Aggregate
      Subscription Price by the Subscription Price (and rounding down to the
      nearest whole Share).




	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;









4 

	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;
      and

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




	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; and

	 	 
	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.




	2.4 	
      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.









5 

	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 	
      If the due date for performance of any obligation in
      terms of this Agreement is a day which is not a business day then (unless
      otherwise stipulated) the due date for performance of the relevant
      obligation shall be the immediately preceding business day.

	 	 
	2.11 	
      Where figures are referred to in numerals and in words,
      and there is any conflict between the two, the words shall prevail, unless
      the context indicates a contrary intention.

	 	 
	2.12 	
      The rule of construction that this Agreement shall be
      interpreted against the Party responsible for the drafting of this
      Agreement, shall not apply.

	 	 
	2.13 	
      Any reference in this Agreement to "Agreement" or
      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" and "annexure" refer to clauses of and the
      annexure to 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 	
      AMENDMENT AND RESTATEMENT

	 	 
		
      This Agreement amends and restates the Original
      Subscription Agreement with effect from the date of signature of this
      Agreement by the Party last signing.

	 	 
	5 	
      CONDITIONS PRECEDENT




	5.1 	
      Save for clauses 1 to 5 (both inclusive), clause 7,
      clause 9 and clauses 11 to 21 (both inclusive) all of which will become
      effective on the Signature Date, this Agreement is subject to the fulfilment of the Conditions
Precedent that, by not later than 11h59 on 16 November 2016 –









6 

	5.1.1 	
      the guarantee in the form attached as Annexure 1 to the
      Agreement has been issued to the Company; and

	 	 
	5.1.2 	
      the Shareholders, in general meeting, have resolved to
      place the Subscription Shares under control of directors of the Company
      for purposes of issuing the Subscription Shares to the
  Subscriber.




	5.2 	
      The Subscriber shall use reasonable endeavours to procure
      the fulfilment of the Condition Precedent set out in clause 5.1.1 as soon
      as reasonably possible after the Signature Date and shall to the extent
      that such Condition Precedent has been fulfilled, prior to the expiry of
      the period set out in clause 5.1.1, furnish to the Company documents
      evidencing the fulfilment of such Condition Precedent.

	 	 
	5.3 	
      The Company shall use reasonable endeavours to procure
      the fulfilment of the Condition Precedent set out in clause 5.1.2 as soon
      as reasonably possible after the Signature Date and shall to the extent
      that such Condition Precedent has been fulfilled, prior to the expiry of
      the period set out in clause 5.1.2, furnish to the Subscriber documents
      evidencing the fulfilment of such Condition Precedent.

	 	 
	5.4 	
      The Condition Precedent –




	5.4.1 	
      set out in clause 5.1.1 has been inserted for the benefit
      of the Company which will be entitled to waive fulfilment of such
      Condition Precedent, in whole or in part, on written notice to the
      Subscriber at any time; and

	 	 
	5.4.2 	
      set out in clause 5.1.2, cannot be
  waived.




	5.5 	
      Unless the Conditions Precedent have been fulfilled by
      not later than the time and date for fulfilment thereof set out in clause
      5.1 (or such later date as may be agreed in writing between the Parties
      before the aforesaid date) the provisions of this Agreement, save for
      clauses 1 to 5 (both inclusive) and clauses 9 to 21 (both inclusive) 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
      possible and neither of the Parties will have any claim against the other
      in terms hereof or arising from the failure of any of the Conditions
      Precedent, save for any claims arising from a breach of clauses 5.2 and/or
      5.3.









7 

	5.6 	
      The Parties agree that, upon the Agreement becoming
      unconditional in accordance with its terms, the Company shall have no
      liability to the Subscriber arising out of a failure by the Company to
      designate the Subscription Date in terms of the provisions of clause
      2.1.22.




	6 	
      SUBSCRIPTION




	6.1 	
      The Subscriber shall subscribe for the Subscription
      Shares, on the Subscription Date, at the Subscription Price.

	 	 
	6.2 	
      On the Subscription Date, the Aggregate Subscription
      Price will be settled in full on behalf of the Subscriber in accordance
      with the Guarantee, it being agreed that a failure by the Company to
      timeously demand payment under the Guarantee shall not entitle the Company
      to make any claim of any nature whatsoever against the Subscriber under
      this Agreement (and in those circumstances, the Subscriber shall have no
      duty of whatsoever nature to procure that the Guarantee is amended,
      re-issued or reinstated). In the circumstances where the guarantor under
      the Guarantee fails, for whatever reason (other than the failure by the
      Company to timeously demand payment under such Guarantee), to effect
      payment, the Company shall be entitled to claim the Aggregate Subscription
      Price (or any outstanding portion thereof) directly from the Subscriber,
      subject to the remaining terms of the Agreement.

	 	 
	6.3 	
      In compliance with the Financial Markets Act, and against
      payment of the Subscription Price, the Subscription Shares will be issued
      in dematerialised form and will be credited to and reflected in a CSDP or
      authorised user account of the Subscriber's choice, on or as soon as
      practicable after the Subscription Date (but in any event by no later than
      the 5th business day after the Subscription Date). To enable
      the Company to comply with such obligation, the Subscriber shall provide
      the Company with details of its CSDP or authorised user account by no
      later than the Subscription Date.




	7 	
      RECIPROCAL RIGHT TO TERMINATE

	 	 
		
      Without prejudice to the rights of the applicable Party
      in terms of this Agreement or at law –




	7.1 	
      the Company shall be entitled to terminate this Agreement
      summarily by way of written notice should the guarantor under the
      guarantee referred to in clause 5.1.1 fail, in breach of such guarantee, to make payment within
2 (two) business days of the Subscription Date; and 









8 

	7.2 	
      either Party shall be entitled to terminate this
      Agreement summarily by way of written notice in the event that the
      Subscription Date has not occurred by 28 February
2017.




	8 	
      WARRANTIES BY THE
COMPANY




	8.1 	
      The Company hereby gives to and in favour of the
      Subscriber the following warranties –




	8.1.1 	
      the Company has sufficient authorised but unissued
      ordinary shares to give effect to the Subscription;

	 	 
	8.1.2 	
      the Subscription Shares will be validly issued to the
      Subscriber;

	 	 
	8.1.3 	
      the Subscription Shares will, upon being issued, not
      constitute less than 14.5% (fourteen point five percent) of all of the
      issued Shares on a Fully Diluted Basis;

	 	 
	8.1.4 	
      any and all approvals, consents and/or waivers as may be
      required in order to issue the Subscription Shares, and to otherwise give
      effect to the Subscription, are in place as at Signature Date or will be
      in place as at the Subscription Date, including but not limited to any
      required approvals of the Company's Board and the Shareholders;

	 	 
	8.1.5 	
      the Subscription will be implemented in compliance with
      the memorandum of incorporation of the Company, the Companies Act and the
      listings requirements of the JSE;

	 	 
	8.1.6 	
      the Subscription Shares, when issued, shall be listed on
      the JSE;

	 	 
	8.1.7 	
      the Subscription Shares, when issued, shall rank pari
      passu with all other Shares in issue; and

	 	 
	8.1.8 	
      the Company does not have any class of preference or
      other shares (other than Shares) which rank pari passu with or
      prior to the Subscription Shares in any
respect.




	8.2 	
      Each warranty set out in clause 8.1 will
  –









9 

	8.2.1 	
      be a separate warranty and will in no way be limited or
      restricted by reference to or inference from the terms of any other
      warranty or by any other words in this Agreement;

	 	 
	8.2.2 	
      insofar as it is promissory or relates to a future event,
      be deemed to have been given as at the date of fulfilment of the promise
      or future happening of the event, as the case may be;

	 	 
	8.2.3 	
      be given as at the Signature Date and the Subscription
      Date and every day between those dates; and

	 	 
	8.2.4 	
      be deemed to be material and to be a material
      representation inducing the Subscriber to enter into this
  Agreement.




	8.3 	
      It is recorded that the Subscriber has entered into this
      Agreement on the strength of the warranties set out in clause
  8.1.




	9 	
      CONDITIONS TO SUBSCRIPTION AND SUBSCRIBER'S RIGHT TO
      TERMINATE




	9.1 	
      Notwithstanding anything to the contrary contained in
      this Agreement (including the fulfilment or waiver, as the case may be, of
      the Condition Precedent), the Subscriber will only be obliged to subscribe
      for the Subscription Shares if, as at 23h50 on the day immediately
      preceding the Subscription Date -




	9.1.1 	
      neither the Group nor any Group Company has disposed of
      any of its material assets outside of the ordinary or usual course of
      business;

	 	 
	9.1.2 	
      no Group Company has been liquidated or placed under
      judicial management, whether provisionally or finally (and no application
      has been launched in this regard);

	 	 
	9.1.3 	
      no Group Company has commenced business rescue
      proceedings under the Companies Act;

	 	 
	9.1.4 	
      no Group Company has, in respect of the 18 (eighteen)
      month period prior to the Signature Date, committed an act which, if it
      were a natural person would constitute an act of insolvency as defined in
      the Insolvency Act, No 24 of 1936, or any other applicable Act;

	 	 
	9.1.5 	
      no Group Company has, in respect of the 18 (eighteen)
      month period prior to the Signature Date, compromised with its creditors generally,
or attempted to do so; 









10 

	9.1.6 	
      in respect of the 18 (eighteen) month period prior to the
      Signature Date, no material creditor of any Group Company has given notice
      of its intention to take any action to enforce its rights and/or remedies
      in terms of any material debt owed to it;

	 	 
	9.1.7 	
      each of the warranties contained in clause 8.1 is true
      and correct in all respects; and

	 	 
	9.1.8 	
      no interdict, judgment or other order or action of any
      court or governmental authority restraining, prohibiting or rendering
      illegal the implementation of the transactions contemplated hereby shall
      be in effect, and no legal proceeding shall have been instituted by any
      person (including any governmental authority) seeking to prohibit,
      restrict or delay or declare illegal the implementation of the
      transactions contemplated in this Agreement.




	9.2 	
      Without derogating from the Subscriber's right not to
      subscribe for the Subscription Shares in accordance with the provisions of
      clause 9.1, the Subscriber shall also be entitled to terminate this
      Agreement summarily by giving written notice to that effect to the Company
      at any time upon the happening of any event described in clause 9.1. The
      aforegoing provisions of this clause 9.2 should not be construed as
      limiting the Subscriber's rights arising from a breach of this Agreement,
      as contemplated in clause 14.




	10 	
      SUBSCRIBER'S RIGHT TO BOARD
  APPOINTMENT




	10.1 	
      The Subscriber shall have the right (but not the
      obligation), at any time after the Subscription Date and subject to the
      Company having received the Aggregate Subscription Price in accordance
      with 6, to deliver a written notice to the Company, requesting the Company
      to procure the appointment of any person nominated by the Subscriber
      ("Subscriber's Nominee") to the Company's Board. Such notice shall
      be accompanied by all necessary documents required to enable the Company's
      Board to give effect to such appointment.

	 	 
	10.2 	
      Upon receiving the notice referred to in clause 10.1, the
      Company shall be required to procure the exercise by the Company's Board
      of its powers in terms of the provisions of clause 25 of the Company's
      memorandum of incorporation in such manner so as to give effect to the Subscriber's request
contemplated in clause 10.1. The Company warrants that it has provided the
Subscriber with a complete and accurate copy of the Company's memorandum of
incorporation and that the Company shall not permit any variation of such
memorandum of incorporation which would in any way prevent or frustrate the
exercise by the Subscriber of its rights contained in this clause 10. 









11 

	10.3 	
      The Subscriber's Nominee shall not be a person who is
      disqualified from occupying the office of director in terms of applicable
      law, the listings requirements of the JSE and the Company's memorandum of
      incorporation and shall be required to undergo any induction training
      which any other appointee to the Company's Board would be required to
      undergo.

	 	 
	10.4 	
      The Subscriber's right contained in this clause 10 shall
      fall away and no longer be of any force or effect in the event that: (i)
      the Agreement is cancelled or terminates for any reason; or (ii) upon
      having subscribed for the Subscription Shares, the Subscriber no longer
      holds at least 10% (ten percent) of all of the Shares in issue for any
      reason whatsoever, whichever occurs first. For the avoidance of any doubt,
      should the Subscriber hold less than 10% (ten percent) of all of the
      Shares in issue for any reason whatsoever resulting in it losing the
      aforesaid right, but thereafter acquires further Shares resulting in the
      Subscriber holding at least 10% (ten percent) of all of the Shares in
      issue, the aforesaid right shall not be reinstated and the aforesaid right
      is lost as soon as the Subscriber holds less than 10% (ten percent) of all
      of the Shares in issue for any reason whatsoever.

	 	 
	10.5 	
      Should the Subscriber's right contained in this 10 fall
      away as contemplated above, the Subscriber -




	10.5.1 	
      shall forthwith be obliged to procure the removal or
      resignation of the Subscriber's Nominee from the Company's Board and from
      any other office within the Group, including the unconditional and
      irrevocable resignation of the Subscriber's Nominee, which resignation
      shall confirm that such Subscriber's Nominee does not have any claims
      against the Company or other members of the Group as a result of such
      removal and/or resignation and shall waive any such claims which the
      Subscriber's Nominee might otherwise have; and

	 	 
	10.5.2 	
      hereby irrevocably and unconditionally indemnifies the
      Company against any loss, liability, damage, cost or expense which may be suffered
or incurred by the Company as a result of any removal or resignation of such
Subscriber's Nominee from the Company's Board. 









12 

	11 	
      GENERAL WARRANTIES




	11.1 	
      Each Party hereby warrants to and in favour of the other
      Party that –




	11.1.1 	
      it has the legal capacity and has taken all necessary
      corporate action required to empower and authorise it to enter into this
      Agreement;

	 	 
	11.1.2 	
      this Agreement constitutes an agreement valid and binding
      on it and enforceable against it in accordance with its terms;
  and

	 	 
	11.1.3 	
      the execution of this Agreement and the performance of
      its obligations hereunder does not and shall not
–




	11.1.3.1 	
      contravene any law or regulation to which it is
      subject;

	 	 
	11.1.3.2 	
      contravene any provision of it's constitutional
      documents; or

	 	 
	11.1.3.3 	
      conflict with, or constitute a breach of any of the
      provisions of any other agreement, obligation, restriction or undertaking
      which is binding on it.




	11.2 	
      Each of the representations and warranties given by the
      Parties in terms of clause 11.1, shall –




	11.2.1 	
      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;

	 	 
	11.2.2 	
      continue and remain in force notwithstanding the
      completion of any or all the transactions contemplated in this Agreement;
      and

	 	 
	11.2.3 	
      prime facie be deemed to be material and to be a
      material representation inducing the other Party to enter into this
      Agreement.




	12 	
      PUBLICITY

	 	 
		
      No announcements of any nature whatsoever will be made by
      or on behalf of a Party relating to this Agreement without the prior
      written consent of the other Party, save for any announcement or other
      statement required to be made in terms of the provisions of any law (or by
      the rules of any securities exchange on which
the shares of any of the Parties may be listed, where applicable),
in which event the Party obliged to make such statement will first consult with
the other Party in order to enable them in good faith to attempt to agree the
content of such announcement, which (unless agreed) must go no further than is
required in terms of such law or rules. This will not apply to a Party wishing
to respond to the other Party which has made an announcement of some nature in
breach of this clause. 









13 

	13 	
      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.

	 	 
	14 	
      BREACH AND TERMINATION




	14.1 	
      If a Party ("Defaulting Party") commits any breach
      of this Agreement and fails to remedy such breach within 48 (forty eight)
      hours ("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 –




	14.1.1 	
      to claim immediate specific performance of 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 and to require the Defaulting Party to provide security to the
      satisfaction of the Aggrieved Party for the Defaulting Party's
      obligations; or

	 	 
	14.1.2 	
      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.




	14.2 	
      Neither 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 -




	14.2.1 	
      it is capable of being remedied, but is not so remedied
      within the Notice Period; or

	 	 
	14.2.2 	
      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.









14 

	14.3 	
      The Aggrieved Party's remedies in terms of this clause 14
      are without prejudice to any other remedies to which the Aggrieved Party
      may be entitled in law.




	15 	
      DISPUTE RESOLUTION




	15.1 	
      In the event of there being any dispute or difference
      between the Parties arising out of this Agreement (including but not
      limited to any dispute or difference as to the validity or otherwise of
      this Agreement, or as to the enforceability of this Agreement), the said
      dispute or difference shall on written demand by any Party be submitted to
      arbitration in Johannesburg in accordance with the AFSA rules, which
      arbitration shall be administered by AFSA.

	 	 
	15.2 	
      Should AFSA, as an institution, not be operating at that
      time or not be accepting requests for arbitration for any reason, then the
      arbitration shall be conducted in accordance with the AFSA rules for
      commercial arbitration (as last applied by AFSA) before an arbitrator
      appointed by agreement between the Parties or failing agreement within 10
      (ten) business days of the demand for arbitration, then any Party shall be
      entitled to forthwith call upon the chairperson of the Johannesburg Bar
      Council to nominate the arbitrator, provided that the person so nominated
      shall be an advocate of not less than 10 (ten) years standing as such. The
      person so nominated shall be the duly appointed arbitrator in respect of
      the dispute. In the event of the attorneys of the Parties failing to agree
      on any matter relating to the administration of the arbitration, such
      matter shall be referred to and decided by the arbitrator whose decision
      shall be final and binding on the Parties.

	 	 
	15.3 	
      Any party to the arbitration may appeal the decision of
      the arbitrator or arbitrators in terms of the AFSA rules for commercial
      arbitration.

	 	 
	15.4 	
      Nothing herein contained shall be deemed to prevent or
      prohibit any Party from applying to the appropriate court for urgent
      relief or for judgment in relation to a liquidated claim.

	 	 
	15.5 	
      Any arbitration in terms of this clause 15 (including any
      appeal proceedings) shall be conducted in camera and the Parties
      shall treat as confidential details of the dispute submitted to
      arbitration, the conduct of the arbitration proceedings and the outcome of
      the arbitration, save as may be required in law (including, where
      applicable, by the rules of any securities exchange on which the shares of
      any of the Parties, or the shares of a holding company of any of the
  Parties, may be listed). 









15 

	15.6 	
      This clause 15 will continue to be binding on the Parties
      notwithstanding any termination or cancellation of the
Agreement.

	 	 
	15.7 	
      The Parties declare that it is their intention that this
      clause 15 will regulate the manner in which they will resolve any dispute
      or difference regarding the validity or otherwise of this Agreement,
      regardless of the fact that one of the parties may dispute the validity or
      enforceability of the Agreement.

	 	 
	15.8 	
      The Parties agree that the written demand by a party to
      the dispute in terms of clause 15 that the dispute or difference be
      submitted to arbitration, is to be deemed to be a legal process for the
      purpose of interrupting extinctive prescription in terms of the
      Prescription Act, 1969.




	16 	
      NOTICES AND DOMICILIA




	16.1 	
      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
      telefax numbers -




	 	Name 	Physical Address 	Telefax 
	 	Subscriber 	3rd Floor 	011 880 7080 
	 	  	President Place 	  
	 	  	Cnr Jan Smuts Ave 	& 
	 	  	Bolton Rd 	  
	 	  	Rosebank 	  


Marked for the attention of: The Chief
Executive Officer 

	 	Name 	Physical Address 	Telefax 
	 	Company 	75 Grayston Drive 	None 
	 	  	Morningside Extension 	  
	 	  	05 	  
	 	  	Sandton 	  



		
      Marked for the attention of: The Chief Executive
      Officer

	 	 
		
      provided that a Party may change its domicilium or
      its address for the purposes of notices to any other physical address or
      telefax number in the Republic of South Africa by written notice to the
      other Party to that effect. Such change of address will be effective 5
      (five) business days after receipt of the notice of the change.

	 	 
	16.2 	
      All notices to be given in terms of this Agreement will
  be given in writing, in English, and will - 









16 

	16.2.1 	
      be delivered by hand or sent by telefax;

	 	 
	16.2.2 	
      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

	 	 
	16.2.3 	
      if sent by telefax during business hours, be presumed to
      have been received on the date of successful transmission of the telefax.
      Any telefax 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.




	16.3 	
      Notwithstanding the above, any notice given in writing in
      English, 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.

	 	 
	16.4 	
      The Parties record that whilst they may correspond via
      email during the currency of this Agreement for operational reasons, no
      formal notice required in terms of this Agreement, nor any amendment of or
      variation to this Agreement may be given or concluded via
  email.




	17 	
      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 any of them.

	 	 
	18 	
      APPLICABLE LAW AND
JURISDICTION




	18.1 	
      This Agreement will in all respects be governed by and
      construed under the laws of the Republic of South Africa.

	 	 
	18.2 	
      Subject to clause 14.1, 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 

	19 	
      GENERAL




	19.1 	
      Whole Agreement




	19.1.1 	
      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.

	 	 
	19.1.2 	
      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. Without
      derogating from the aforegoing, the Parties similarly agree that this
      Agreement will supersede and replace the letter from Net1 UEPS
      Technologies, Inc. to the Company dated 26 September 2016 (this clause
      shall constitute a stipulatio alteri in favour of Net1 UEPS
      Technologies, Inc., capable of acceptance at any
time).




	19.2 	
      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.

	 	 
	19.3 	
      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 

	19.4 	
      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.

	 	 
	19.5 	
      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.

	 	 
	19.6 	
      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, provided that the Subscriber shall be entitled to assign all its
      rights and obligations under this Agreement to any South African resident
      subsidiary of the Subscriber by notice in writing to the Company delivered
      at least 5 (five) business days prior to the Subscription Date, provided
      further that: (i) any such substitute subscriber binds itself in writing
      to all the terms and conditions herein imposed on the Subscriber by
      signing a deed of adherence to this Agreement; and (ii) the Subscriber
      guarantees, as surety for and co-principal debtor in solidum with
      such substitute subscriber, the due and proper compliance by such
      substitute subscriber with all the terms and conditions imposed on the
      Subscriber in terms of this Agreement and signs and executes a deed of
      suretyship giving effect hereto.

	 	 
	19.7 	
      Exclusion of Electronic Signature

	 	 
		
      The reference in clauses 19.2, 19.4 and 19.6 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 

	20 	
      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.

	 	 
	21 	
      SIGNATURE




	21.1 	
      This Agreement is signed by the Parties on the dates and
      at the places indicated below.

	 	 
	21.2 	
      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.

	 	 
	21.3 	
      The persons signing this Agreement in a representative
      capacity warrant their authority to do so.

	 	 
	21.4 	
      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.









20 

	SIGNED at Mauritius on November 15, 2016  	
	 	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 
	 	  
	 	  
	 	  
	 	  
	SIGNED at Sandton on November 16, 2016  	
	 	For and on behalf of 
	 	BLUE LABEL TELECOMS LIMITED 
	 	  
	 	  
	 	  
	 	/s/
      Dean Suntup 
	 	Signature 
	 	Dean
      Suntup 
	 	Name of Signatory 
	 	Director 
	 	Designation of Signatory









1 

FORM OF GUARANTEE 

Blue Label Telecoms Limited 
75 Grayston Drive

Morningside 
Sandton 

Attention: The Chief Executive Officer 

[date] 

Dear Sirs, 

BANK GUARANTEE NO [•] 

	1. 	
      We, FirstRand Bank Limited (acting through its Rand
      Merchant Bank division), with registration number 1929/001225/06 having
      our head office at 1st Floor, 4 Merchant Place, Cnr Fredman Drive and
      Rivonia Road, Sandton, 2196 (the Guarantor), provide this bank
      guarantee (this Bank Guarantee) in accordance with clause 5.1.1
      (Conditions Precedent) of an amended and restated subscription agreement
      (the Subscription Agreement) concluded on or about 15 November 2016
      between Blue Label Telecoms Limited, registration number 2006/022679/06,
      (the Company) and Net1 Applied Technologies South Africa
      Proprietary Limited, registration number 2002/031446/07, (the
      Subscriber) in connection with the proposed subscription by the
      Subscriber of 117,924,528 ordinary shares (the Shares) in the
      Company (Proposed Subscription). This Bank Guarantee replaces in
      its entirety the bank guarantee issued by the Guarantor to the Company
      dated 20 October 2016, which guarantee is automatically terminated on the
      issue of this Bank Guarantee.

	 	 
	2. 	
      We understand that:




	2.1 	
      the Proposed Subscription will be subject to the terms
      and conditions set out in the Subscription Agreement;

	 	 
	2.2 	
      the implementation of the Proposed Subscription will be
      subject to the fulfilment of the condition precedent set out in clause
      5.1.2 of the Subscription Agreement (the Subscription Condition
      Precedent) by not later than 16 November 2016; and

	 	 
	2.3 	
      should the Proposed Subscription be implemented in
      accordance with the terms and conditions of the Subscription Agreement,
      the aggregate subscription price for the Shares that will be payable by
      the Subscriber to the Company in accordance with the terms and conditions
      of the Subscription Agreement will be an amount of R2,000,000,000 (the
      Aggregate Subscription Price).




	3. 	
      The Guarantor, subject to the terms of this Bank
      Guarantee, hereby irrevocably guarantees the payment by the Subscriber to
      the Company of the Aggregate Subscription Price (the Guaranteed
      Amount).

	 	 
	4. 	
      Subject to compliance with the terms of this Bank
      Guarantee (including but not limited to the provisions of paragraphs 8.4
      and 8.5), and provided the Company has given the Guarantor at least 5
      business days' prior written (at its address set out in paragraph 5 below)
      of the Subscription Date as designated in accordance with the Subscription
      Agreement, the Company shall be entitled to demand payment from the
      Guarantor either on (and not before) 23 January, 2017 or before 12h00 on
      28 February, 2017 (the Expiry Date and Time), of the Aggregate
      Subscription Price.









2 

	5. 	
      The demand against the Guarantor under this Bank
      Guarantee shall be furnished in writing to the Guarantor at its address:
      14th Floor, 1 Merchant Place, 1 Fredman Drive, Sandton, 2196 and marked
      for the attention of Head of Transaction Management, Investment Banking
      Division, with a copy to Chris Welthagen and Ziyaad Manie, and shall state
      that the Company is demanding payment in discharge of the Subscriber's
      obligation to settle the Aggregate Subscription Price in terms of the
      Subscription Agreement.

	 	 
	6. 	
      This Bank Guarantee shall be irrevocable and shall remain
      in full force and effect until the Expiry Date and Time, by which time and
      date the demand by the Company should have been received at our address.
      Any demand received at the Guarantor's address after the Expiry Date and
      Time shall not be considered.

	 	 
	7. 	
      This Bank Guarantee shall be governed by, and construed
      in all respects in accordance with, the laws of the Republic of South
      Africa.

	 	 
	8. 	
      Notwithstanding anything contained herein
  above:




	8.1 	
      the Guarantor’s maximum liability under this Bank
      Guarantee shall not exceed the Guaranteed Amount;

	 	 
	8.2 	
      this Bank Guarantee shall be valid only until the earlier
      of the following times:




	8.2.1 	
      the time of day on the date on which the Aggregate
      Subscription Price is received by the Company (in the Designated Account
      under (and as defined in) the Subscription Agreement) (the Designated
      Account) from the Guarantor on behalf of the Subscriber;

	 	 
	8.2.2 	
      the delivery of any notice in terms of paragraph
    8.5;

	 	 
	8.2.3 	
      the date on which the shareholders of the Company, in
      general meeting, vote against placing the Shares under control of
      directors of the Company for purposes of issuing the Shares to the
      Subscriber; and

	 	 
	8.2.4 	
      the Expiry Date and Time,



at which time it shall automatically
expire and be of no further force or effect. Any demand received at the
Guarantor's address after such expiry shall not be considered; 

	8.3 	
      the Guarantor is liable to immediately (i.e. within 1
      business day) pay the Guaranteed Amount into the Designated Account but
      only if you serve upon it a demand as stated above before the Expiry Date
      and Time, where after it ceases to be in effect and all the Company’s
      rights under this Bank Guarantee shall be forfeited and the Guarantor
      shall be discharged from all liability under this Bank Guarantee, whether
      or not the original guarantee is returned to the Guarantor;

	 	 
	8.4 	
      any demand for payment under this Bank Guarantee shall be
      accompanied by written confirmation from the Company to the Subscriber and
      the Guarantor confirming that, as at the day immediately prior to the date
      on which such demand is delivered to the Guarantor (the Confirmation
      Date), (i) no event contemplated in the Annex to this Bank Guarantee
      (other than clause 9.1.7 of such Annex) has occurred on or before the
      Confirmation Date; and (ii) in respect of clause 9.1.7 of the attached
      Annex, a positive statement that the relevant warranties in clause 8.1 of the Subscription Agreement
are true and correct in all respects as at the Confirmation Date; 









3 

	8.5 	
      the delivery by the Subscriber of a written notice in
      terms of the provisions of clause 8.2 of the Subscription Agreement
      (Conditions to Subscription and Subscriber's Right to Terminate) (the
      MAC Notice) at any time prior to 17h00 on the Confirmation Date
      (the MAC Cut Off Date and Time) in terms of which it summarily
      terminates the Subscription Agreement, to the Company (and with a copy to
      the Guarantor), shall cause this Bank Guarantee to immediately and
      automatically expire and cease to be of any further force or effect and
      any payment demand made by the Company under this Bank Guarantee after
      delivery of the MAC Notice shall therefore be a nullity and shall not be
      considered, provided that no MAC Notice delivered after the MAC Cut Off
      Date and Time shall be considered a nullity under this Bank Guarantee and
      shall not be considered. The MAC Notice shall be furnished in writing to
      the Guarantor at its address: 14th Floor, 1 Merchant Place, 1 Fredman
      Drive, Sandton, 2196 and marked for the attention of Head of Transaction
      Management, Investment Banking Division, with a copy to Chris Welthagen
      and Ziyaad Manie prior to the MAC Cut Off Date and Time;

	 	 
	8.6 	
      only the Company shall be entitled to demand payment of
      any sum from the Guarantor under this Bank Guarantee; and

	 	 
	8.7 	
      no payment of all or any part of the Guaranteed Amount
      shall be made if doing so would be illegal or contrary to applicable
      law.




	9. 	
      This Bank Guarantee is neither negotiable nor
      transferable.




	10. 	
      Promptly on receipt by the Company of the Aggregate
      Subscription Price as contemplated in paragraph 8.2.1 and, in any event,
      by no later than 3 Business Days thereafter, the Company shall deliver to
      the Guarantor the original of the Bank Guarantee at the address set out in
      paragraph 5.





	For and on behalf of: 	 	For and on behalf of: 
	FirstRand Bank
      Limited (acting 	 	FirstRand Bank Limited (acting
      through 
	through its Rand
      Merchant Bank 	 	its Rand Merchant Bank
      Division) 
	Division) 	 	  	 
	  	 	 	  	 
	Name: 	 	 	Name: 	 
	  	 	 	  	 
	Office: 	 	 	Office: 	 









4 

	For and on
      behalf of: 	 	For and on behalf of: 
	NET1 APPLIED TECHNOLOGIES 	 	BLUE LABEL TELECOMS LIMITED
  
	SOUTH AFRICA PROPRIETARY 	 	  	 
	LIMITED 	 	  	 
	  	 	 	  	 
	Name: 	 	 	Name: 	 
	  	 	 	  	 
	Office: 	 	 	Office: 	 








Annex 

EXTRACT FROM CLAUSE 9.1 OF THE SUBSCRIPTION AGREEMENT


	9 	
      CONDITIONS TO SUBSCRIPTION AND SUBSCRIBER'S RIGHT
      TO TERMINATE

	 	 
	9.1 	
      Notwithstanding anything to the contrary contained in
      this Agreement (including the fulfilment or waiver, as the case may be, of
      the Condition Precedent), the Subscriber will only be obliged to subscribe
      for the Subscription Shares if, as at 23h50 on the day immediately
      preceding the Subscription Date -




	9.1.1 	
      neither the Group nor any Group Company has disposed
      of any of its material assets outside of the ordinary or usual course of
      business;

	 	 
	9.1.2 	
      no Group Company has been liquidated or placed under
      judicial management, whether provisionally or finally (and no application
      has been launched in this regard);

	 	 
	9.1.3 	
      no Group Company has commenced business rescue
      proceedings under the Companies Act;

	 	 
	9.1.4 	
      no Group Company has, in respect of the 18 (eighteen)
      month period prior to the Signature Date, committed an act which, if it
      were a natural person would constitute an act of insolvency as defined in
      the Insolvency Act, No 24 of 1936, or any other applicable
  Act;

	 	 
	9.1.5 	
      no Group Company has, in respect of the 18 (eighteen)
      month period prior to the Signature Date, compromised with its creditors
      generally, or attempted to do so;

	 	 
	9.1.6 	
      in respect of the 18 (eighteen) month period prior to
      the Signature Date, no material creditor of any Group Company has given
      notice of its intention to take any action to enforce its rights and/or
      remedies in terms of any material debt owed to it;

	 	 
	9.1.7 	
      each of the warranties contained in clause 8.1 is true
      and correct in all respects; and

	 	 
	9.1.8 	
      no interdict, judgment or other order or action of any
      court or governmental authority restraining, prohibiting or rendering
      illegal the implementation of the transactions contemplated hereby shall
      be in effect, and no legal proceeding shall have been instituted by any
      person (including any governmental authority) seeking to prohibit,
      restrict or delay or declare illegal the implementation of the
      transactions contemplated in this
Agreement.