Net 1 UEPS Technologies, Inc.: Exhibit 10.54 - Filed by newsfilecorp.com






Exhibit 10.54 

EXECUTION

FIRST AMENDMENT AND RESTATEMENT AGREEMENT 

 

DATED 15 MARCH, 2017 

between 

NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY LIMITED

(as borrower) 

with 

NET1 UEPS TECHNOLOGIES, INC 
(as parent) 

arranged by 

FIRSTRAND BANK LIMITED 
(ACTING THROUGH ITS RAND
MERCHANT BANK DIVISION) 
(as mandated lead arranger) 

and 

FIRSTRAND BANK LIMITED 
(ACTING THROUGH ITS RAND
MERCHANT BANK DIVISION) 
(as original senior lender) 

with 

FIRSTRAND BANK LIMITED 
(ACTING THROUGH ITS RAND
MERCHANT BANK DIVISION) 
(as facility agent) 

relating to the Common Terms Agreement, originally dated 20
October, 2016 


_____________________________________________________________________________________________________

 




CONTENTS 

	Clause     	 
      	Page     
	  	  	  	  
	  	  	  	  
	1.
      	Interpretation
      	3
      
	 	 	 
	2.
      	Effective
      Date 	5
      
	 	 	 
	3.
      	Amendments
      	5
      
	 	 	 
	4.
      	Representations
      and Warranties 	6
      
	 	 	 
	5.
      	Guarantees
      	7
      
	 	 	 
	6.
      	Security
      	7
      
	 	 	 
	7.
      	Miscellaneous
      	8
      
	 	 	 
	8.
      	Governing
      Law 	8
      
	 	 	 
	9.
      	Counterparts
      	8
      
	  	  	  	  
	Schedule
      1 	The
      Parties 	9
      
	 	 	 
	Schedule
      2 	Conditions
      Precedent 	11
      
	 	 	 
	Schedule
      3 	Amended
      and Restated Common Terms Agreement 	14
      
	 	 	 
	Schedule
      4 	Amended
      and Restated Senior Facility A Agreement 	15
      
	 	 	 
	Schedule
      5 	Amended
      and Restated Senior Facility B Agreement 	16
      
	 	 	 
	Schedule
      6 	Amended
      and Restated Senior Facility C Agreement 	17
      
	 	  	  
	Signature
      Page   	18
      


2




THIS AGREEMENT is made between: 

	(1) 	
      NET1 APPLIED TECHNOLOGIES SOUTH AFRICA PROPRIETARY
      LIMITED, registration number 2002/031446/07 (the
    Borrower);

	 	 
	(2) 	
      NET1 UEPS TECHNOLOGIES, INC. a Florida corporation
      (Holdco);

	 	 
	(3) 	
      THE PARTIES listed in Part I of Schedule 1 (The
      Original Parties) as original guarantors (the Original
      Guarantors);

	 	 
	(4) 	
      FIRSTRAND BANK LIMITED (acting through its RAND
      MERCHANT BANK division), as mandated lead arranger (in this capacity,
      the Arranger);

	 	 
	(5) 	
      THE FINANCIAL INSTITUTIONS listed in Part II of
      Schedule 1 (The Original Parties) as original lenders (in this capacity,
      the Original Senior Lenders);

	 	 
	(6) 	
      FIRSTRAND BANK LIMITED (acting through its RAND
      MERCHANT BANK division) as agent of the other Finance Parties (the
      Facility Agent); and

	 	 
	(7) 	
      FIRSTRAND BANK LIMITED (acting through its RAND
      MERCHANT BANK division), as original issuing bank (in this capacity,
      the Original Issuing Bank).



BACKGROUND: 

	(A) 	
      This Agreement is supplemental to, amends and restates
      (but does not novate) each Original Finance Document (defined
    below).

	 	 
	(B) 	
      The Parties have consented to the amendments to the
      Original Finance Documents contemplated by this
  Agreement.



IT IS AGREED as follows: 

	1. 	
      INTERPRETATION




	1.1 	
      Definitions



In this Agreement: 

	1.1.1 	
      Amended & Restated Common Terms Agreement
      means the Original Common Terms Agreement, as amended and restated
      pursuant to this Agreement.

	 	 
	1.1.2 	
      Amended & Restated Senior Facility A Agreement
      means the means the Original Facility A Agreement, as amended and
      restated pursuant to this Agreement.

	 	 
	1.1.3 	
      Amended & Restated Senior Facility B Agreement
      means the means the Original Facility B Agreement, as amended and
      restated pursuant to this Agreement.

	 	 
	1.1.4 	
      Amended & Restated Senior Facility C Agreement
      means the means the Original Facility C Agreement, as amended and
      restated pursuant to this Agreement.

	 	 
	1.1.5 	
      Amendment Document
means:




	 	(a) 	
      this Agreement;

	 	 	 
	 	(b) 	
      the Amended & Restated Common Terms
  Agreement;



3 





	 	(c) 	
      the Amended & Restated Senior Facility A
      Agreement;

	 	 	 
	 	(d) 	
      the Amended & Restated Senior Facility B Agreement;
      or

	 	 	 
	 	(e) 	
      the Amended & Restated Senior Facility C
      Agreement.




	1.1.6 	
      Effective Date means the date on which the
      Facility Agent issues the notice referred to in Clause 2.1 (Effective
      Date).

	 	 
	1.1.7 	
      Original Common Terms Agreement means the written
      agreement entitled "Common Terms Agreement", dated 20 October, 2016,
      between, among others, the Borrower (as borrower), the Original Senior
      Lenders and the Facility Agent (as agent of the other Finance Parties) as
      amended by amendment letters dated 15 November, 2017 and 28 February,
      2017.

	 	 
	1.1.8 	
      Original Finance Documents
means:




	 	(a) 	
      the Original Common Terms Agreement;

	 	 	 
	 	(b) 	
      the Original Senior Facility A Agreement;

	 	 	 
	 	(c) 	
      the Original Senior Facility B Agreement;

	 	 	 
	 	(d) 	
      the Original Senior Facility C
  Agreement;




	1.1.9 	
      Original Senior Facility A Agreement means the
      written agreement entitled "Senior Facility A Agreement", dated 20
      October, 2016, between the Borrower (as borrower), the Original Senior
      Facility A Lender and the Facility Agent as amended by an amendment letter
      dated 28 February, 2017.

	 	 
	1.1.10 	
      Original Senior Facility B Agreement means the
      written agreement entitled "Senior Facility B Agreement", dated 20
      October, 2016, between the Borrower (as borrower), the Original Senior
      Facility B Lender and the Facility Agent as amended by an amendment letter
      dated 28 February, 2017.

	 	 
	1.1.11 	
      Original Senior Facility C Agreement means the
      written agreement entitled "Senior Facility C Agreement", dated 20
      October, 2016, between the Borrower (as borrower), the Original Senior
      Facility C Lender and the Facility Agent as amended by an amendment letter
      dated 28 February, 2017.

	 	 
	1.1.12 	
      Party means a party to this Agreement.

	 	 
	1.1.13 	
      Signature Date means the date on which, once this
      Agreement has been signed by all the Parties, it is signed by the last
      Party to do so.



Unless expressly otherwise defined in
this Agreement, terms and expressions defined in the Amended & Restated
Common Terms Agreement have the same meaning in this Agreement. 

	1.2 	
      Construction



The provisions of clause 1
(Definitions and Interpretation), Clause 33 (Notices) and Clause 36 (General
Provisions) of the Amended & Restated Common Terms Agreement apply to this
Agreement as though they were set out in full in this Agreement, except that
references to the Amended & Restated Common Terms Agreement are to be
construed as references to this Agreement. 

4 





	2. 	
      EFFECTIVE DATE




	2.1 	
      The Original Finance Documents will not be amended by
      this Agreement unless the Facility Agent notifies the Borrower and the
      Lenders that:




	2.1.1 	
      it has received a copy of this Agreement duly signed by
      each Party; and

	 	 
	2.1.2 	
      the Borrower has delivered to the Facility Agent all the
      documents set out in Schedule 2 (Conditions Precedent) in form and
      substance satisfactory to the Lenders.



The Facility Agent must give this
notification as soon as reasonably practicable. The requirements set out in this
Clause 2.1 are for the benefit solely of the Finance Parties. The Facility
Agent, acting on the instructions of all the Lenders, may waive or defer
delivery of any or all of the documents set out in Schedule 2 (Conditions
Precedent), subject to such other conditions (if any) as it may determine
(acting on the instructions of all the Lenders). 

	2.2 	
      If the Facility Agent does not give the notice
      contemplated in Clause 2.1 above to the Borrower and the Lenders on or
      before 23h59 on 15 March, 2017, the Original Finance Documents shall not
      be amended as provided in this Agreement.

	 	 
	2.3 	
      The Borrower undertakes that promptly upon presentation
      of a signed copy of a Transfer Certificate duly entered into by the
      Original Senior Lender (as Existing Lender), a New Lender and the Facility
      Agent, the Borrower shall issue a signed Utilisation Request under the
      Senior Facility A Agreement and the Senior Facility B Agreement to the New
      Lender (as Issuing Bank) requesting the issue of a Bank Guarantee in the
      amount of the transferred Senior Facility A Commitment and the Senior
      Facility B Commitment.




	3. 	
      AMENDMENTS




	3.1 	
      Amendment and restatement of Finance
    Documents



Subject to the terms of this
Agreement, on and with effect from the Effective Date: 

	3.1.1 	
      the Original Common Terms Agreement will be amended so
      that it reads as if it were restated in the form set out in Schedule 3
      (Amended and Restated Common Terms Agreement);

	 	 
	3.1.2 	
      the Original Senior Facility A Agreement will be amended
      so that it reads as if it were restated in the form set out in Schedule 4
      (Amended and Restated Senior Facility A Agreement);

	 	 
	3.1.3 	
      the Original Senior Facility B Agreement will be amended
      so that it reads as if it were restated in the form set out in Schedule 5
      (Amended and Restated Senior Facility B Agreement); and

	 	 
	3.1.4 	
      the Original Senior Facility C Agreement will be amended
      so that it reads as if it were restated in the form set out in Schedule 6
      (Amended and Restated Senior Facility C
Agreement).




	3.2 	
      Finance Documents



On and with effect from the Effective
Date, any reference in a Finance Document to: 

	3.2.1 	
      the "Common Terms Agreement" shall be a reference to that
      agreement as amended and restated pursuant to this
  Agreement;



5 





	3.2.2 	
      the "Senior Facility A Agreement" shall be a reference to
      that agreement as amended and restated pursuant to this
  Agreement;

	 	 
	3.2.3 	
      the "Senior Facility B Agreement" shall be a reference to
      that agreement as amended and restated pursuant to this Agreement;
    and

	 	 
	3.2.4 	
      the "Senior Facility C Agreement" shall be a reference to
      that agreement as amended and restated pursuant to this
  Agreement.




	4. 	
      REPRESENTATIONS AND
WARRANTIES



Each Obligor makes the representations
and warranties set out in this Clause to each Finance Party on the Signature
Date. References in this Clause to it or its include, unless the
context otherwise requires, each Obligor. 

	4.1 	
      Status




	4.1.1 	
      It is a limited liability corporation, duly incorporated
      and validly existing under the laws of its jurisdiction of
      incorporation.

	 	 
	4.1.2 	
      It and each of its Subsidiaries has the power to own its
      assets and carry on its business as it is being
  conducted.




	4.2 	
      Capacity, power and
authority




	4.2.1 	
      It has the legal capacity and power to enter into and
      perform, and has taken all necessary action to authorise the entry into
      and performance of, the Finance Documents to which it is or will be a
      party and the transactions contemplated by those Finance
  Documents.

	 	 
	4.2.2 	
      No limit on its powers will be exceeded as a result of
      the borrowing, grant of security or giving of guarantees or indemnities
      contemplated by the Finance Documents to which it is a
  party.




	4.3 	
      Binding obligations




	4.3.1 	
      The obligations expressed to be assumed by it in each
      Finance Document to which it is a party are legal, valid, binding and
      enforceable obligations.

	 	 
	4.3.2 	
      Each Finance Document to which it is a party is in the
      proper form for its enforcement in the jurisdiction of its
      incorporation.




	4.4 	
      Non-conflict with other
  obligations



The entry into and performance by it
of, and the transactions contemplated by, the Finance Documents to which it is a
party and the establishment of Transaction Security pursuant to the Security
Documents to which it is a party, do not and will not conflict with: 

	4.4.1 	
      any law or regulation applicable to it;

	 	 
	4.4.2 	
      its or any of its Subsidiaries' constitutional documents;
      or

	 	 
	4.4.3 	
      any material agreement or instrument binding upon it or
      any of its Subsidiaries or any of its or any of its Subsidiaries' assets
      or constitute a default or termination event (however described) under any
      such agreement or instrument.



6 





	4.5 	
      Authorisations



Except as expressly set out in
Schedule 11 (Disclosure Schedule) of the Original Common Terms Agreement, all
authorisations required: 

	4.5.1 	
      to enable it lawfully to enter into, exercise its rights
      and comply with its obligations under the Finance Documents to which it is
      a party;

	 	 
	4.5.2 	
      to make the Finance Documents to which it is a party
      admissible in evidence in its jurisdiction of incorporation; and

	 	 
	4.5.3 	
      for it and those of its Subsidiaries which are members of
      the Group to carry on their respective businesses in the ordinary course
      and in all material respects as they are being
conducted,



have been obtained or effected and are
in full force and effect. 

	4.6 	
      Repeating Representations



The Repeating Representations:

	4.6.1 	
      are true; and

	 	 
	4.6.2 	
      would also be true if references to the Original Finance
      Documents were construed as references to the Original Finance Documents
      as amended by this Agreement.



In each case, each Repeating
Representation is made by reference to the circumstances existing at the
Signature Date. 

	5. 	
      GUARANTEES

	 	 
		
      On the Effective Date, each
Obligor:




	5.1 	
      confirms its acceptance of the Amendment
  Documents;

	 	 
	5.2 	
      agrees that it is bound as an Obligor by the terms of the
      Amendment Documents; and

	 	 
	5.3 	
      (if a Guarantor) confirms that its guarantee under clause
      21 (Guarantee and Indemnity) of the Original Common Terms Agreement and
      under any other Finance Document entered into with a Finance
  Party:




	5.3.1 	
      continues in full force and effect on the terms of the
      Amended & Restated Common Terms Agreement; and

	 	 
	5.3.2 	
      extends to the obligations of the Obligors under the
      Amendment Documents (including the Amended & Restated Common Terms
      Agreement).




	6. 	
      SECURITY



On the Effective Date, each Obligor
confirms that: 

	6.1 	
      any Security created by it under the Security Documents
      extends to the obligations of the Obligors under the Finance Documents
      (including the Amended & Restated Common Terms Agreement, the Amended
      & Restated Senior Facility A Agreement, the Amended & Restated
      Senior Facility B Agreement and the Amended & Restated Senior Facility
      C Agreement); and



7 





	6.2 	
      the Security created under each Security Document to
      which it is a party continues in full force and effect on the terms of the
      respective Security Documents.




	7. 	
      MISCELLANEOUS




	7.1 	
      This Agreement is a Finance Document.

	 	 
	7.2 	
      Each Original Finance Document and this Agreement will,
      from the Effective Date, be read and construed as one document.

	 	 
	7.3 	
      Except as otherwise provided in this Agreement, the
      Finance Documents remain in full force and effect without any amendment
      whatsoever.

	 	 
	7.4 	
      Except to the extent expressly waived in this Agreement,
      no waiver is given by this Agreement and the Lenders expressly reserve all
      their rights and remedies in respect of any breach of, or other Default
      under, the Finance Documents.




	8. 	
      GOVERNING LAW



This Agreement is governed by the laws
of South Africa. 

	9. 	
      COUNTERPARTS



This Agreement may be executed in any
number of counterparts. This has the same effect as if the signatures on the
counterparts were on a single copy of this Agreement. 

8 




SCHEDULE 1 

THE PARTIES 

Part I 

The Original Obligors 


	
	

      Name of Borrower 	Jurisdiction of 

      Incorporation 	Registration number 

      (or equivalent, if any)
  

	1. 	Net1 Applied
      Technologies South Africa Proprietary Limited 	South Africa 	2002/031446/07





	
	Name of Original Guarantor 
	Jurisdiction of 
Incorporation 	Registration number 
(or equivalent, if any)
  

	1. 	Net1 UEPS
      Technologies, Inc. 	State of Florida, United
      States 	N/A 
	2. 	Net1 Applied
      Technologies South Africa Proprietary Limited 	South Africa 	2002/031446/07 
	3. 	Cash Paymaster Services Proprietary Limited
    	South Africa 	1971/007195/07 
	4. 	EasyPay Proprietary Limited 	South Africa 	1983/008597/07 
	5. 	Manje Mobile
      Electronic Payment Services Proprietary Limited 	South Africa 	2008/004377/07 
	6. 	Moneyline Financial Services Proprietary
      Limited 	South Africa 	1998/020799/07 
	7. 	Net1 FIHRST Holdings Proprietary Limited 	South Africa 	2009/022023/07 
	8. 	Net1 Finance Holdings Proprietary Limited
	South Africa 	1998/020801/07 
	9. 	Net1 Mobile Solutions Proprietary Limited
	South Africa 	2006/009851/07 
	10. 	Net1 Universal
      Electronic Technological Solutions 	South Africa 	2009/001034/07 
	  	Proprietary Limited 	  	  
	11. 	Prism Holdings Proprietary Limited 	South Africa 	1998/018949/07 
	12. 	Prism Payment Technologies Proprietary
      Limited 	South Africa 	1990/005062/07 
	13. 	RMT Systems
      Proprietary Limited 	South Africa 	2001/028826/07




9 




Part II 

The Original Senior Lenders 


	  	               
                         
                         
                         
                   Name of Lender
  
	1. 	FirstRand Bank Limited (acting through its Rand
      Merchant Bank division) 







SCHEDULE 2 

CONDITIONS PRECEDENT 

	1. 	
      ORIGINAL OBLIGORS




	1.1 	
      A copy of the constitutional documents of each Original
      Obligor.

	 	 
	1.2 	
      A copy of a resolution of the board of directors of each
      Original Obligor and other members of the Group which are party to a
      Finance Document:




	1.2.1 	
      approving the terms of, and the transactions contemplated
      by, the Finance Documents to which it is a party and resolving that it
      execute the Finance Documents to which it is a party;

	 	 
	1.2.2 	
      authorising it, for all purposes required under sections
      45 and/or 46 of the Companies Act (as applicable), to provide the
      "financial assistance" and to make any "distribution" that
      may arise as a result of its entry into the Finance Documents to which it
      is a party;

	 	 
	1.2.3 	
      authorising a specified person or persons to execute the
      Finance Documents to which it is a party on its behalf; and

	 	 
	1.2.4 	
      authorising a specified person or persons, on its behalf,
      to sign and/or despatch all documents and notices to be signed and/or
      despatched by it under or in connection with the Finance Documents to
      which it is a party.




	1.3 	
      A copy of a special resolution duly passed by the holders
      of the issued shares of each Original Guarantor authorising it, for all
      purposes required under section 45 of the Companies Act, to provide the
      "financial assistance" that may arise as a result of its entry into
      the Finance Documents to which it is a party.

	 	 
	1.4 	
      A specimen of the signature of each person authorised by
      the resolution referred to in paragraph 1.2 above.

	 	 
	1.5 	
      A certificate of the Borrower and each other Original
      Obligor (signed by a director or other authorised
  signatory):




	1.5.1 	
      confirming that borrowing or guaranteeing, as
      appropriate, the Total Commitments would not cause any borrowing,
      guaranteeing or similar limit binding on it to be exceeded.

	 	 
	1.5.2 	
      certifying that each copy document relating to it
      specified in this Schedule 2 is correct, complete and in full force and
      effect as at a date no earlier than the Effective
Date.




	1.6 	
      A certificate of the Borrower (signed by a director or
      other authorised signatory) confirming as at the Effective Date
    that:




	1.6.1 	
      no Default or Event of Default has occurred or is
      continuing or will result from the execution of the Finance
    Documents;

	 	 
	1.6.2 	
      the representations and warranties set out in Clause 22
      (Representations) of the Amended and Restated Common Terms Agreement are
      true and correct in all respects;








	1.6.3 	
      that no event or series of events or circumstances has
      occurred or arisen which, in the Borrower’s opinion, is likely to have a
      Material Adverse Effect;

	 	 
	1.6.4 	
      that no investigation, litigation, arbitration or
      administrative proceedings of or before any court, arbitral body,
      competent competition authority or other regulatory authority or
      government agency which, if adversely determined, will have or is
      reasonably likely to have a Material Adverse Effect have, to the best of
      its knowledge and belief, been started or threatened against it or any
      member of the Group.




	1.7 	
      If such Original Obligor is a US Guarantor, a certificate
      as to the existence and good standing (including verification of tax
      status, if generally available) of such US Guarantor from the appropriate
      governmental authorities in such US Guarantor’s jurisdiction of
      organisation, in form and substance satisfactory to the Facility Agent and
      its counsel.

	 	 
	1.8 	
      If such Original Obligor is a US Guarantor, a solvency
      certificate signed by the chief financial officer or chief accounting
      officer of such Obligor in form and substance satisfactory to the Facility
      Agent and its counsel.




	2. 	
      Legal opinions




	2.1 	
      A legal opinion of Webber Wentzel, legal advisers to the
      Finance Parties, addressed to the Facility Agent for and on behalf of the
      Finance Parties, substantially in the form distributed to the Original
      Senior Lenders prior to signing this Agreement in respect of the legality,
      validity and enforceability of the Finance Documents.

	 	 
	2.2 	
      A legal opinion of Cliffe Dekker Hofmeyr, legal advisers
      to the Obligors in South Africa, addressed to the Facility Agent for and
      on behalf of the Finance Parties, substantially in the form distributed to
      the Original Senior Lenders prior to signing this Agreement, in respect of
      the capacity, powers and authority of those members of the Group
      incorporated in South Africa which are party to the Finance Documents, to
      enter into and perform their obligations under the Finance Documents and
      the due execution of those documents.

	 	 
	2.3 	
      A legal opinion of DLA Piper, legal advisers to the
      Finance Parties in the US, addressed to the Facility Agent for and on
      behalf of the Finance Parties, substantially in the form distributed to
      the Original Senior Lenders prior to signing this Agreement, in respect of
      the capacity, powers and authority of those members of the Group
      incorporated in the US which are party to the Finance Documents, to enter
      into and perform their obligations under the Finance Documents and the due
      execution of those documents.




	3. 	
      Finance Documents




	3.1 	
      An signed copy of this Agreement duly entered into by
      each Party to it.




	4. 	
      Subscription Agreement



A copy of the Subscription Agreement.


	5. 	
      Credit Approval



The approval of the credit committee of
RMB of the grant of the Facilities to the Borrower under the Finance Documents.


12 





	6. 	
      Regulatory authorisations



All regulatory approvals required for
the implementation of the transactions contemplated by the Finance Documents
(including to the extent that any such approval is required to establish any
Security under the Security Documents). 

	7. 	
      Know Your Customer
Requirements



Such documentation and other evidence
as is reasonably requested by the Facility Agent (for itself or on behalf of any
other Finance Party) to carry out and be satisfied that it has complied with all
necessary know your customer or similar identification procedures under
applicable laws and regulations (including the Financial Intelligence Centre
Act, 2001) pursuant to the transactions contemplated in the Finance Documents.


	8. 	
      Financial information




	 	A copy of the Original Financial
Statements.



	9. 	
      Other documents and
evidence



A copy of any other authorisation or
other document, opinion or assurance which the Facility Agent considers to be
necessary (if it has notified the Borrower accordingly) in connection with the
entry into and performance of the transactions contemplated by any Finance
Document or for the validity and enforceability of any Finance Document. 

13 




SCHEDULE 3 

AMENDED AND RESTATED COMMON TERMS AGREEMENT 




SCHEDULE 4 

AMENDED AND RESTATED SENIOR FACILITY A AGREEMENT 




SCHEDULE 5 

AMENDED AND RESTATED SENIOR FACILITY B AGREEMENT 




SCHEDULE 6 

AMENDED AND RESTATED SENIOR FACILITY C AGREEMENT 




SIGNATURE PAGE 

THE BORROWER 

/s/ Herman G.
Kotzé                                                          
For
and on behalf of: 
Net1 Applied Technologies South Africa 
Proprietary
Limited 

Name:         Herman G.
Kotzé 

Office:        Director


                  
(who warrants his authority) 

HOLDCO 

/s/ Herman G.
Kotzé                                                      
 
For and on behalf of: 
Net1 UEPS Technologies, Inc 

Name:         Herman G.
Kotzé 

Office:        
Director 

                   
(who warrants his authority) 




SIGNATURE PAGE 

ORIGINAL GUARANTOR 

/s/ Herman G.
Kotzé                                               

For and on behalf of: 
Net1 UEPS Technologies, Inc. 

Name:         Herman G.
Kotzé 

Office:        
Director 

                   
(who warrants his authority) 




SIGNATURE PAGE 

ORIGINAL GUARANTOR 

/s/ Herman G.
Kotzé                                                      
For
and on behalf of: 
Net1 Applied Technologies South Africa 
Proprietary
Limited 

Name:         Herman G.
Kotzé 

Office:        
Director 

                   
(who warrants his authority) 




SIGNATURE PAGE 

ORIGINAL GUARANTOR 

/s/ Herman G.
Kotzé                                          

For and on behalf of: 
Cash Paymaster Services Proprietary

Limited 

Name:         Herman G.
Kotzé 

Office:        
Director 

                   
(who warrants his authority) 




SIGNATURE PAGE 

ORIGINAL GUARANTOR 

/s/ Herman G.
Kotzé                                               

For and on behalf of: 
EasyPay Proprietary Limited 

Name:         Herman G.
Kotzé 

Office:        
Director 

                    
(who warrants his authority) 




SIGNATURE PAGE 

ORIGINAL GUARANTOR 

/s/ Herman G.
Kotzé                                           

For and on behalf of: 
Manje Mobile Electronic Payment

Services Proprietary Limited 

Name:         Herman G.
Kotzé 

Office:        
Director 

                    
(who warrants his authority) 




SIGNATURE PAGE 

ORIGINAL GUARANTOR 

/s/ Herman G.
Kotzé                                        

For and on behalf of: 
Moneyline Financial Services

Proprietary Limited 

Name:         Herman G.
Kotzé 

Office:        
Director 

                   
(who warrants his authority) 




SIGNATURE PAGE 

ORIGINAL GUARANTOR 

/s/ Herman G.
Kotzé                                              

For and on behalf of: 
Net1 FIHRST Holdings Proprietary

Limited 

Name:         Herman G.
Kotzé 

Office:        
Director 

                    
(who warrants his authority) 




SIGNATURE PAGE 

ORIGINAL GUARANTOR 

/s/ Herman G.
Kotzé                                        

For and on behalf of: 
Net1 Finance Holdings Proprietary

Limited 

Name:         Herman G.
Kotzé 

Office:        
Director 

                   
(who warrants his authority) 




SIGNATURE PAGE 

ORIGINAL GUARANTOR 

/s/ Herman G. Kotzé                                         

For and on behalf of: 
Net1 Mobile Solutions Proprietary

Limited 

Name:         Herman G. Kotzé

Office:        
Director 

                   
(who warrants his authority) 




SIGNATURE PAGE 

ORIGINAL GUARANTOR 

/s/ N.
Pillay                                                        

For and on behalf of: 
Net1 Universal Electronic Technological

Solutions Proprietary Limited 

Name:         N Pillay


Office:        
Director 

                    
(who warrants his authority) 




SIGNATURE PAGE 

ORIGINAL GUARANTOR 

/s/ Herman G.
Kotzé                                    

For and on behalf of: 
Prism Holdings Proprietary Limited 

Name:         Herman G.
Kotzé 

Office:        
Director 

                   
(who warrants his authority) 




SIGNATURE PAGE 

ORIGINAL GUARANTOR 

/s/ Herman G.
Kotzé                                                    

For and on behalf of: 
Prism Payment Technologies Proprietary
Limited 

Name:         Herman G.
Kotzé 

Office:        
Director 

                    
(who warrants his authority) 




SIGNATURE PAGE 

ORIGINAL GUARANTOR 

/s/ Herman G.
Kotzé                                    

For and on behalf of: 
RMT Systems Proprietary Limited 

Name:         Herman G.
Kotzé 

Office:        
Director 

                   
(who warrants his authority) 




SIGNATURE PAGE 

FACILITY AGENT 

	/s/ Ziyaad Manie
    	 	/s/ Niel van Zyl 
	 For and on behalf of: 	 	 For and on behalf of: 
	 FirstRand Bank Limited (acting through 	 	 FirstRand Bank Limited
      (acting through 
	 its Rand Merchant Bank division) 	 	 its Rand Merchant Bank
      division) 
	  	 	  	  
	 Name:        
      Ziyaad Manie 	 	 Name: 	Niel van Zyl 
	  	 	  	  
	 Office:        
      Authorised 	 	 Office: 	Authorised 
	  	 	  	  
	                      (who
      warrants his authority) 	 	  	(who warrants his authority)







SIGNATURE PAGE 

THE ARRANGER 

	/s/ Ziyaad Manie
    	 	/s/ Niel van Zyl 
	 For and on behalf of: 	 	 For and on behalf of: 
	 FirstRand Bank Limited (acting through 	 	 FirstRand Bank Limited
      (acting through 
	 its Rand Merchant Bank division) 	 	 its Rand Merchant Bank
      division) 
	  	 	  	  
	 Name:        
      Ziyaad Manie 	 	 Name: 	Niel van Zyl 
	  	 	  	  
	 Office:        
      uthorised 	 	 Office: 	Authorised 
	  	 	  	  
	                     
      (who warrants his authority) 	 	  	(who warrants his authority)







SIGNATURE PAGE 

ORIGINAL SENIOR LENDER 

	/s/
      Ziyaad Manie 	 	/s/ Niel van Zyl 
	 For and on behalf of: 	 	 For and on behalf of: 
	 FirstRand Bank Limited (acting
      through 	 	 FirstRand Bank Limited
      (acting through 
	 its Rand Merchant Bank division)
    	 	 its Rand Merchant Bank
      division) 
	  	 	  	  
	 Name:        
      Ziyaad Manie 	 	 Name: 	Niel van Zyl 
	  	 	  	  
	 Office:        
      Authorised 	 	 Office: 	Authorised 
	  	 	  	  
	                     
      (who warrants his authority) 	 	  	(who warrants his authority)







SIGNATURE PAGE 

ORIGINAL ISSUING BANK 

	/s/
      Ziyaad Manie 	 	/s/ Niel van Zyl 
	 For and on behalf of: 	 	 For and on behalf of: 
	 FirstRand Bank Limited (acting
      through 	 	 FirstRand Bank Limited
      (acting through 
	 its Rand Merchant Bank division)
    	 	 its Rand Merchant Bank
      division) 
	  	 	  	  
	 Name:        
      Ziyaad Manie 	 	 Name: 	Niel van Zyl 
	  	 	  	  
	 Office:        
      Authorised 	 	 Office: 	Authorised 
	  	 	  	  
	                      (who
      warrants his authority) 	 	  	(who warrants his authority)