Filed by sedaredgar.com - Net 1 UEPS Technologies, Inc. - Exhibit 10.44






Exhibit 10.44 

 

 

 

CESSION AND PLEDGE IN SECURITY 

 

 

Between

 

 

NET1 UEPS TECHNOLOGIES, INC. 

 

 

and 

 

 

INVESTEC BANK (UK) LIMITED 

 






	TABLE OF
      CONTENTS 





  	1. 	PARTIES 	3 
	 	 	 
	2. 	DEFINITIONS AND INTERPRETATION 	3 
	 	 	 
	3. 	INTRODUCTION 	10 
	 	 	 
	4. 	CESSION AND PLEDGE 	10 
	 	 	 
	5. 	WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS BY THE
        PARENT 	10 
	 	 	 
	6. 	DELIVERY OF DOCUMENTS 	13 
	 	 	 
	7. 	RIGHTS, POWERS AND PRIVILEGES ATTACHING TO THE PLEDGED
        SHARES AND THE RIGHTS AND INTERESTS 	15 
	 	 	 
	8. 	REALISATION 	16 
	 	 	 
	9. 	APPROPRIATION OF PROCEEDS 	19 
	 	 	 
	10. 	AUTHORITY 	20 
	 	 	 
	11. 	DURATION 	21 
	 	 	 
	12. 	ADDITIONAL SECURITY 	21 
	 	 	 
	13. 	CESSION 	21 
	 	 	 
	14. 	PARENT BOUND NOTWITHSTANDING CERTAIN
        CIRCUMSTANCES 	21 
	 	 	 
	15. 	SHARES AND RIGHTS AND INTERESTS TO BE KEPT FREE OF
        ENCUMBRANCES 	22 
	 	 	 
	16. 	EXEMPTION FROM LIABILITY 	23 
	 	 	 
	17. 	CERTIFICATE OF INDEBTEDNESS 	23 
	 	 	 
	18. 	RENUNCIATION OF BENEFITS 	23 
	 	 	 
	19. 	NOTICES AND DOMICILIA 	24 
	 	 	 
	20. 	GOVERNING LAW 	26 
	 	 	 
	21. 	JURISDICTION 	26 
	 	 	 
	22. 	SEVERABILITY 	26 








Page 2. 

	23. 	GENERAL 	27 
	 	 	 
	24. 	COSTS 	28 
	 	 	 
	25. 	COUNTERPARTS 	28 
	 	 	 
	SCHEDULE 1: FORM OF NOTICE
      AND ACKNOWLEDGEMENT TO NET1 SA	 







CESSION AND PLEDGE IN SECURITY 

	1. 	
      PARTIES




	1.1 	
      The Parties to this Agreement
are:




	1.1.1 	
      NET1 UEPS TECHNOLOGIES, INC.; and

	 	 
	1.1.2 	
      INVESTEC BANK (UK)
LIMITED.




	1.2 	
      The Parties agree as set out
below.




	2. 	
      DEFINITIONS AND
INTERPRETATION




	2.1 	
      The headings to the clauses and schedule of this
      Agreement are for reference purposes only and shall in no way govern or
      affect the interpretation of nor modify nor amplify the terms of this
      Agreement nor any clause or schedule hereof.

	 	 
	2.2 	
      Unless inconsistent with the context the words and
      expressions set forth below shall bear the following meanings and cognate
      expressions shall bear corresponding meanings:




	2.2.1 	
      “Additional Net1 South Africa Shares” means, in
      addition to the Initial Net1 South Africa Shares, all shares in the issued
      share capital of Net1 South Africa, from time to time, which are issued to
      or held by the Parent from time to time and including but not limited to
      any such shares which may be issued or transferred to the Parent in the
      future, together with all dividends, rights to dividend and voting rights
      which accrue and attach to such shares;







Page 4. 

	2.2.2 	
      “Agreement” means this Cession and Pledge in
      Security and its Schedules;

	 	 
	2.2.3 	
      “Articles of Association” means the articles of
      association of Net1 South Africa;

	 	 
	2.2.4 	
      “Borrower” means the Smartswitch Netherlands C.V.
      (Registration No. 24439756), a limited partnership duly established
      according to the laws of the Netherlands;

	 	 
	2.2.5 	
      “Claims” means all current and future claims
      (including, but not limited to all or any shareholder loans) which the
      Parent has or will have against Net1 South Africa on any account
      whatsoever, together with the benefit of any security interest for the
      time being held by the Parent in respect of such claims;

	 	 
	2.2.6 	
      “Documents of Title” means the share certificates
      and other documents of title referred to in clause 6.1;

	 	 
	2.2.7 	
      “Encumbrance” means any mortgage, pledge, lien,
      assignment or cession conferring security, hypothecation, security
      interest, preferential right or trust arrangement or any other agreement
      or arrangement, the effect of which is the creation of security;

	 	 
	2.2.8 	
      “Facility Agreement” means the Facility Agreement
      dated 27 August 2008 between the Borrower, Net1 Netherlands and the Lender
      pursuant to which the Lender agrees to advance a loan of US$110 000 000
      (One Hundred and Ten Million United States Dollars) to the
  Borrower;







Page 5. 

	2.2.9 	
      “Guarantee” means Deed of Guarantee dated 27
      August 2008 between the Parent and the Lender pursuant to which the Parent
      guarantees to the Lender punctual performance by each Obligor of all
      moneys, obligations and liabilities owed or payable by the Obligors to the
      Lender under or in connection with the Facility Agreement or any Finance
      Document;

	 	 
	2.2.10 	
      “Indebtedness” shall be widely construed so as to
      include any obligation (whether incurred as principal or surety) for the
      payment or repayment of money, whether present or future, actual or
      contingent;

	 	 
	2.2.11 	
      “Initial Net1 South Africa Shares” means,
      collectively:




	
      2.2.11.1 
	
      170 647 911 (one hundred and seventy million six hundred
      and forty-seven thousand nine hundred and eleven) class “A” ordinary
      shares of R0,01 (one cent) each in the issued share capital of Net1 South
      Africa constituting 100% (one hundred percent) of the entire issued
      ordinary share capital of Net1 South Africa as at the Signature Date;
    

	  	  
	
      2.2.11.2 
	
      201 001 369 (two hundred and one million and one thousand
      and thirty-six) class “B” preference shares of R0,001 (one tenth of a
      cent) each in the issued share capital of Net1 South Africa constituting
      84.4% (eight-four comma four percent) of the entire issued class “B”
      preference shares in Net1 South Africa as at the Signature Date,
  



in each case, together with all
dividends, rights to dividend and voting rights which accrue and attach to such
shares; 




Page 6. 

	2.2.12 	
      “Lender” means Investec Bank (UK) Limited, a
      public company and registered bank duly incorporated according to the
      company and banking laws of the United Kingdom, and its successors in
      title, permitted assigns and transferees in accordance with the terms of
      the Facility Agreement;

	 	 
	2.2.13 	
      “Net1 Netherlands” means Net1 Applied Technologies
      Netherlands B.V. (Registration No. 34307123), a company duly incorporated
      according to the company laws of the Netherlands;

	 	 
	2.2.14 	
      “Net1 South Africa” means Net1 Applied
      Technologies South Africa Limited (Registration No. 2002/031446/06), a
      public company duly incorporated according to the company laws of South
      Africa;

	 	 
	2.2.15 	
      “Obligors” shall bear the meaning defined in the
      Facility Agreement;

	 	 
	2.2.16 	
      “Parent” means Net1 UEPS Technologies, Inc.
      (Registration No. P97000041098), a corporation incorporated under the laws
      of Florida, United States of America;

	 	 
	2.2.17 	
      “Parties” means the Parent and the Lender and
      “Party” means, as the context requires, either one of
  them;

	 	 
	2.2.18 	
      “Pledged Shares” means
  collectively:




	2.2.18.1 	
      the Additional Net1 South Africa Shares; and

	 	 
	2.2.18.2 	
      the Initial Net1 South Africa
Shares;




	2.2.19 	
      “Rights and Interests” means all of the Parent’s
      rights of any nature whatsoever to and interests of any nature whatsoever
      in the Pledged







Page 7. 

		
      Shares and the Claims, whether actual, prospective or
      contingent, direct or indirect, whether a claim to the payment of money or
      to the performance of any other obligation, and whether or not the said
      rights and interests were within the contemplation of the Parties at the
      Signature Date;

	 	 
	2.2.20 	
      “Secured Obligations” means all of the obligations
      or Indebtedness (actual or contingent), present or future, from whatsoever
      cause and howsoever arising which the Parent may now or at any time
      hereafter owe or have towards the Lender under or in connection with the
      Guarantee;

	 	 
	2.2.21 	
      “Security Cession” means the cession in
      securitatem debiti and pledge contemplated by this
Agreement;

	 	 
	2.2.22 	
      “Signature Date” means the date of the signature
      of the Party last signing this Agreement in time;

	 	 
	2.2.23 	
      “Utilisation Date” shall bear the meaning defined
      in the Facility Agreement.




	2.3 	
      Unless inconsistent with the context or save where the
      contrary is expressly indicated:




	2.3.1 	
      if any provision in a definition is a substantive
      provision conferring rights or imposing obligations on any Party,
      notwithstanding that it appears only in this interpretation clause, effect
      shall be given to it as if it were a substantive provision of this
      Agreement;

	 	 
	2.3.2 	
      when any number of days is prescribed in this Agreement,
      same shall be reckoned exclusively of the first and inclusively of the
      last day unless the







Page 8. 

		
      last day falls on a day which is not a Business Day, in
      which case the last day shall be the next succeeding Business
  Day;

	 	 
	2.3.3 	
      in the event that the day for payment of any amount due
      in terms of this Agreement should fall on a day which is not a Business
      Day, the relevant day for payment shall be the previous Business
    Day;

	 	 
	2.3.4 	
      in the event that the day for performance of any
      obligation to be performed in terms of this Agreement should fall on a day
      which is not a Business Day, the relevant day for performance shall be the
      subsequent Business Day;

	 	 
	2.3.5 	
      any reference in this Agreement to an enactment is to
      that enactment as at the Signature Date and as amended or re-enacted from
      time to time;

	 	 
	2.3.6 	
      any reference in this Agreement to this 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 the
      same may have been, or may from time to time be, amended, varied, novated
      or supplemented;

	 	 
	2.3.7 	
      no provision of this Agreement constitutes a stipulation
      for the benefit of any person who is not a Party to this Agreement;
    and

	 	 
	2.3.8 	
      references to day/s, month/s or year/s shall be construed
      as Gregorian calendar day/s, month/s or
year/s.




	2.4 	
      Unless inconsistent with the context, an expression which
      denotes:




	2.4.1 	
      any one gender includes the other
  genders;







Page 9. 

	2.4.2 	
      a natural person includes an artificial person and
      vice versa; and

	 	 
	2.4.3 	
      the singular includes the plural and vice
      versa.




	2.5 	
      Where any term is defined within the context of any
      particular clause in this Agreement, the term so defined, unless it is
      clear from the clause in question that the term so defined has limited
      application to the relevant clause, shall bear the same meaning as
      ascribed to it for all purposes in terms of this Agreement,
      notwithstanding that that term has not been defined in this interpretation
      clause.

	 	 
	2.6 	
      The rule of construction that, in the event of ambiguity,
      the contract shall be interpreted against the Party responsible for the
      drafting thereof, shall not apply in the interpretation of this
      Agreement.

	 	 
	2.7 	
      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.

	 	 
	2.8 	
      This Agreement shall be binding on and enforceable by the
      estates, heirs, executors, administrators, trustees, permitted assigns or
      liquidators of the Parties as fully and effectually as if they had signed
      this Agreement in the first instance and reference to any Party shall be
      deemed to include such Party’s estate, heirs, executors, administrators,
      trustees, successors-in-title, permitted assigns or liquidators, as the
      case may be.

	 	 
	2.9 	
      The use of any expression in this Agreement covering a
      process available under South African law such as winding-up (without
      limitation eiusdem generis) shall, if any of the Parties to this
      Agreement is subject to the law of any other







Page 10. 

		
      jurisdiction, be construed as including any equivalent or
      analogous proceedings under the law of such other jurisdiction.

	 	 
	2.10 	
      Where figures are referred to in numerals and in words,
      if there is any conflict between the two, the words shall
  prevail.




	3. 	
      INTRODUCTION

	 	 
		
      As security for the due performance of the Secured
      Obligations, the Parent has agreed to pledge all of the Pledged Shares and
      cede in securitatem debiti all of the Rights and Interests to the
      Lender on the terms and conditions set out in this Agreement.

	 	 
	4. 	
      CESSION AND PLEDGE

	 	 
		
      The Parent hereby pledges to the Lender all of the
      Pledged Shares and cedes in securitatem debiti to the Lender all of
      the Rights and Interests, as a continuing general covering collateral
      security for the due, proper and timeous payment and performance in full
      of all of the Secured Obligations, on the terms and conditions set out in
      this Agreement, which pledge and cession the Lender hereby
  accepts.

	 	 
	5. 	
      WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS BY THE
      PARENT



5.1               
The Parent, on each day that this Agreement is in force: 

	5.1.1 	
      warrants and represents that it is and will remain the
      sole and beneficial owner of the Pledged Shares and the Rights and
      Interests to the exclusion of all others and, save as otherwise
      contemplated in Article 28.3 of the Articles of Association (prior to the
      deletion thereof as contemplated in clause 5.1.4 below), no person has an
      option or right of refusal over the Pledged Shares and/or the Rights and
      Interests;







Page 11. 

	5.1.2 	
      warrants and represents that the Initial Net1 South
      Africa Shares are fully paid for and
constitute:




	5.1.2.1 	
      100% (one hundred percent) of the entire issued class “A”
      ordinary share capital of Net1 South Africa; and

	 	 
	5.1.2.2 	
      84.4% (eighty-four comma four percent) of the entire
      issued class “B” preference share capital of Net1 South Africa, as at the
      Signature Date;




	5.1.3 	
      warrants and represents that the Pledged Shares have been
      issued by Net1 South Africa in accordance and compliance with all
      applicable laws and/or regulations;

	 	 
	5.1.4 	
      warrants and represents that the Pledged Shares pledged
      and the Rights and Interests ceded in securitatem debiti to the
      Lender under this Agreement have not been pledged and/or ceded (either
      outright or as security), discounted, factored, mortgaged under notarial
      bond or otherwise, or otherwise disposed of or hypothecated, nor are they
      subject to any other rights in favour of any person (including without
      limitation any rights of pre-emption), save for the rights set out in
      Article 28.3 of the Articles of Association which rights shall be deleted
      from the Articles of Association pursuant to an amendment to the Articles
      of Association by way of a special resolution adopted and registered with
      the Registrar of Companies within 40 (forty) days (or such longer period
      as may be acceptable to the Lender) after the Signature Date;

	 	 
	5.1.5 	
      warrants and represents that all obligations undertaken
      by it under this Agreement have been authorised by all necessary corporate
      and/or other action and the constitutional documents of the Parent do not
      place any







Page 12. 

		
      limitations or restrictions on the Parent to pledge any
      of the Pledged Shares and cede in securitatem debiti the Rights and
      Interests as provided for in this Agreement;

	 	 
	5.1.6 	
      warrants and represents that to the best of its knowledge
      and belief the issue of the Security Cession and the fulfilment of its
      obligations in accordance with the terms thereof do not contravene any
      law, regulation or any contractual obligation binding on it;

	 	 
	5.1.7 	
      waives any and all rights in respect of the Pledged
      Shares and/or the Rights and Interests which it may have in conflict with
      the rights of the Lender under this Agreement;

	 	 
	5.1.8 	
      acknowledges that it may not pledge, cede, assign or
      transfer or in any other manner encumber or deal with the Pledged Shares
      and/or the Rights and Interests without the prior written consent of the
      Lender (which consent shall not be unreasonably withheld or
    delayed);

	 	 
	5.1.9 	
      agrees that on the occurrence of any breach or default in
      respect of any Secured Obligation and a failure to remedy such breach or
      default in accordance with the terms of the Guarantee, it will, upon
      exercise by the Lender of its rights under clause 8 below, forthwith pay
      over to the Lender any interest or other benefits of any nature accrued
      and/or received in respect of the Pledged Shares and the Rights and
      Interests relating to the period after such a breach by depositing the
      same into a nominated account as the Lender may from time to time direct
      in writing; and

	 	 
	5.1.10 	
      undertakes and agrees to the extent possible to prevent
      any variation of the value of, or rights relating to, the Pledged Shares
      and/or the Rights and







Page 13. 

Interests without the prior written
consent of the Lender (which consent shall not be unreasonably withheld or
delayed). 

	5.2 	
      Should any of the Pledged Shares and/or the Rights and
      Interests be subject to any right in breach of the representation and
      warranty in clause 5.1.4, then, without prejudice to any other rights that
      the Lender may have, any reversionary or other interests the Parent may
      have in such Pledged Shares and/or the Rights and Interests are also ceded
      in securitatem debiti to the Lender, and if the holder of that
      cession or right is entitled to possession of any of the documents
      referred to in clause 6 below, and it exercises that right, then the
      Parent shall deliver photocopies of the documents to the Lender, and as
      soon as the holder of that cession or right ceases to be entitled to
      possession or gives up possession, the Parent shall deliver the relevant
      documents to the Lender.

	 	 
	5.3 	
      It is recorded that the Lender has entered into this
      Agreement, the Facility Agreement and the Guarantee on the strength of and
      relying on the warranties and representations in this clause 5, each of
      which shall be deemed to be a separate warranty and representation, given
      without prejudice to any other warranty or representation, and deemed to
      be a material representation inducing the Lender to enter into this
      Agreement, the Facility Agreement and the
Guarantee.




	6. 	
      DELIVERY OF DOCUMENTS




	6.1 	
      The Parent shall deliver to the Lender (or its nominee)
      to be held by or on behalf of the Lender:




	6.1.1 	
      in relation to the Initial Net1 South Africa
    Shares:







Page 14. 

	6.1.1.1 	
      the original share certificate(s) in respect of the
      Initial Net1 South Africa Shares;

	 	 
	6.1.1.2 	
      share transfer forms in respect of the Initial Net1 South
      Africa Shares duly signed by the Parent as transferor and blank as to
      transferee,




		
      on or before the Utilisation Date; and

	 	 
	6.1.2 	
      in relation to any Additional Net1 South Africa Shares
      acquired by the Parent during any calendar month ending after the
      Signature Date:




	6.1.2.1 	
      the original share certificate(s) in respect of such
      Additional Net1 South Africa Shares;

	 	 
	6.1.2.2 	
      share transfer forms in respect of such Additional Net1
      South Africa Shares duly signed by the Parent as transferor and blank as
      to transferee,



by no later than the 10th
(tenth) Business Day after the end of each such calendar month. 

	6.2 	
      The Lender or its nominee on behalf of the Lender shall
      be entitled to retain possession of the Documents of Title, and to deal
      with them in accordance with the provisions of this Agreement until all
      the Secured Obligations have been unconditionally and irrevocably finally
      discharged or released (“Discharge Date”), as the case may be,
      whereupon the Documents of Title shall, within 10 (ten) Business of the
      Discharge Date, be returned to the Parent.







Page 15. 

	6.3 	
      In addition to the documents referred to above, the
      Parent shall deliver to the Lender:




	6.3.1 	
      a written notice and acknowledgement substantially in the
      form of Schedule 1 hereto notifying Net1 South Africa of the Security
      Cession and signed by Net1 South Africa to acknowledge such cession and
      pledge on or before the Utilisation Date;

	 	 
	6.3.2 	
      any other documents relating to the Pledged Shares and/or
      the Rights and Interests for which it may at any time reasonably call,
      which documents shall be delivered to the Lender within a reasonable
      period, as agreed between the Lender and the Parent, and failing such
      agreement, within 10 (ten) Business Days.




	6.4 	
      The Parent shall generally do everything that may be
      required by the Lender for the purposes of and to give effect to this
      Agreement, failing which the Lender may, if possible, attend thereto and
      recover from the Parent any expenses incurred in doing
  so.




	7. 	
      RIGHTS, POWERS AND PRIVILEGES ATTACHING TO THE PLEDGED
      SHARES AND THE RIGHTS AND INTERESTS




	7.1 	
      This Agreement operates in respect of all rights, powers
      and privileges attaching to the Pledged Shares and the Rights and
      Interests, including but not limited to those set out in clause 7.2 below
      and such rights, powers and privileges shall accordingly vest in the
      Lender with the power to exercise them either in its own name or in the
      name of the Parent, upon the occurrence of any breach of the Secured
      Obligations which has not been remedied in accordance with the terms of
      the Guarantee. Alternatively, the Parent shall, if the Lender so
      directs,







Page 16. 

		
      exercise its rights, powers and privileges in its own
      name and in accordance with the Lender’s directions to the greatest extent
      permitted by applicable law.

	 	 
	7.2 	
      Such rights, powers and privileges attaching to the
      Pledged Shares and/or the Rights and Interests include (but are not
      limited to) the following:




	7.2.1 	
      the right to receive payment of that portion of the
      dividends and other benefits which become due in respect of the Pledged
      Shares and/or the Rights and Interests from time to time;

	 	 
	7.2.2 	
      the right to exercise any rights to appoint directors to
      the board of Net1 South Africa;

	 	 
	7.2.3 	
      the right to receive notices of every general meeting of
      shareholders of Net1 South Africa, which are to be forwarded to the Lender
      just as if it were a shareholder of Net1 South Africa; and

	 	 
	7.2.4 	
      the right to attend every general meeting of the
      shareholders of Net1 South Africa and to exercise the votes attaching to
      the Pledged Shares at such meetings.




	7.3 	
      For the avoidance of doubt, for so long as the Parent is
      not in breach of the Secured Obligations, the provisions of clause 7.1 and
      7.2 above will not apply.




	8. 	
      REALISATION




	8.1 	
      If the Parent commits any breach or default of the
      Secured Obligations and fails to remedy such breach or default in
      accordance with the terms of the Guarantee, the Parent hereby irrevocably
      and unconditionally authorises and empowers the Lender or its nominee,
      without any further authority or consent of any
nature







Page 17. 

whatsoever required from the Parent,
but subject to applicable law, and in the name of the Lender or in the name of
the Parent to: 

	8.1.1 	
      exercise all or any of the rights, including voting
      rights attached to the Pledged Shares, powers and privileges and enforce
      all or any obligations attaching to the Pledged Shares and/or the Rights
      and Interests in such manner and on such terms as the Lender in its sole
      discretion deem fit; and/or

	 	 
	8.1.2 	
      receive payment for, delivery of and/or performance in
      respect of, the Pledged Shares and/or the Rights and Interests in its own
      name; and/or

	 	 
	8.1.3 	
      at the Lender’s election:




	8.1.3.1 	
      to sell or otherwise realise the Pledged Shares and/or
      the Rights and Interests or any one of them either by public auction or by
      private treaty, in the latter case on reasonable notice to the Parent not
      exceeding 10 (ten) Business Days, as the Lender may deem fit;
  and/or

	 	 
	8.1.3.2 	
      to take over the Pledged Shares and/or the Rights and
      Interests at the fair market value thereof which, in the absence of
      agreement within 10 (ten) Business Days after delivery by the Lender to
      the Parent of a written notice stating that the Lender intends to exercise
      its rights pursuant to this clause 8.1.3.2, shall be determined by an
      independent accountant agreed to by the Parties or, failing agreement
      within 5 (five) Business Days, appointed, at the request of either Party,
      by the President for the time being of the Southern African Institute of
      Chartered Accountants (or the successor body thereto) (which independent
      accountant shall act as an expert and not







Page 18. 

as an arbitrator, shall be instructed
to make his determination within 10 (ten) Business Days of being requested to do
so and shall determine the liability for his charges which will be paid
accordingly, provided that if any determination is manifestly unjust and the
court exercises its general power, if any, to correct such determination, the
Parties shall be bound thereby) and, subject to the provisions of clause 9, set
off the purchase price payable by the Lender for the Pledged Shares and/or the
Rights and Interests against the Parent’s indebtedness to the Lender in respect
of the Secured Obligations on the basis that any excess on realisation or any
balance owing to the Parent, as the case may be, will be paid to the Parent and
any shortfall will remain as a debt due by the Parent to the Lender; and/or 

	8.1.4 	
      institute any legal proceedings which the Lender may deem
      necessary in connection with any sale or other realisation or transfer of
      any of the Pledged Shares and/or the Rights and Interests by the Lender or
      its nominee; and/or

	 	 
	8.1.5 	
      to convey valid title in the Pledged Shares and/or the
      Rights and Interests to any purchaser thereof (including the Lender)
      and/or to take all such further or other steps as the Lender may consider
      necessary to deal with the Pledged Shares and/or the Rights and
      Interests.




	8.2 	
      On the Lender taking any actions in terms of clause 8.1,
      or otherwise as required by the Lender, the Parent shall on demand by the
      Lender:




	8.2.1 	
      notify Net1 South Africa, in writing, that payment for,
      delivery of or performance in respect of the relevant Pledged Shares
      and/or the relevant







Page 19. 

		
      Rights and Interests must be made to the Lender, and that
      payment, delivery or performance to the Parent or to anyone else will not
      constitute valid payment, delivery or performance, and the Lender shall be
      entitled to do likewise. The Parent shall on demand by the Lender provide
      proof that such notification has been duly given;

	 	 
	8.2.2 	
      refuse to accept any payment, delivery or performance
      tendered in respect of any of the Pledged Shares and/or the Rights and
      Interests in order that such payment, delivery or performance be tendered
      to the Lender, which will apply any payment so received in accordance with
      the provisions of clause 9;

	 	 
	8.2.3 	
      at its own cost carry out any lawful directions the
      Lender may give in regard to the realisation of the Pledged Shares and/or
      the Rights and Interests and sign any document or do any other reasonable
      and lawful act necessary to vest the Pledged Shares and/or the Rights and
      Interests in the Lender, to enable the sale or disposition of the Pledged
      Shares and/or the Rights and Interests, which may otherwise be necessary
      or required to perfect the Security Cession created in this
    Agreement.




	8.3 	
      Notwithstanding anything to the contrary contained in
      this Agreement, the Lender shall not be obliged to take any particular
      steps to collect or otherwise enforce its rights in respect of the Pledged
      Shares and/or the Rights and Interests.




	9. 	
      APPROPRIATION OF PROCEEDS

	 	 
		
      The Lender shall apply the net proceeds of all amounts
      received pursuant to the sale or other realisation of the Pledged Shares
      and/or the Rights and Interests (after deducting all properly evidenced
      costs and expenses incurred by the Lender in relation to
  such







Page 20. 

		
      realisation) in reduction or discharge, as the case may
      be, of the Parent’s obligations under the Secured Obligations in its sole
      discretion as it deems fit. Any amount remaining thereafter shall, within
      10 (ten) Business Days after receipt of the excess sale or realisation
      proceeds, be paid to the Parent provided that all of the Secured
      Obligations have been completely, unconditionally and irrevocably
      fulfilled.

	 	 
	10. 	
      AUTHORITY

	 	 
		
      If at any time during this Agreement the Lender becomes
      entitled to exercise its rights under clause 8.1, the Parent hereby
      authorises and appoints the Lender irrevocably and in rem suam as
      the Parent’s attorney and agent in the Parent’s name, place and stead to
      sign and execute:




	10.1 	
      any proxy in favour of the Lender or its nominee to
      enable the Lender to exercise any voting rights attaching to the Shares or
      any of them; and

	 	 
	10.2 	
      such documents as may be
necessary:




	10.2.1 	
      in order to render the Pledged Shares and/or the Rights
      and Interests or any of them negotiable including, without limitation, the
      signature of transfer declarations;

	 	 
	10.2.2 	
      to enable the Lender to receive payment of the purchase
      price of the Pledged Shares and/or the Rights and Interests subject to the
      provisions of clause 9; and/or

	 	 
	10.2.3 	
      to enable the Lender to exercise any of its rights
      granted to it herein.







Page 21. 

	11. 	
      DURATION

	 	 
		
      This Agreement is a continuing covering security and will
      ipso facto terminate only upon the unconditional and irrevocable
      fulfilment of all the Secured Obligations. In particular, this Agreement
      shall not terminate by reason solely of the fact that there may at any
      time be reduced obligations or debts owing by the Borrower under the
      Facility Agreement.

	 	 
	12. 	
      ADDITIONAL SECURITY

	 	 
		
      This Agreement is in addition to and not in substitution
      for any other security held or hereafter to be held by the Lender from any
      party in connection with the Secured Obligations, or otherwise and the
      Lender shall, without prejudice to its rights hereunder, be entitled to
      release any such additional security held by it.

	 	 
	13. 	
      CESSION

	 	 
		
      The Lender shall be entitled to cede, assign or delegate
      all, or any part of, its rights and/or obligations, as the case may be,
      under this Agreement or under any security granted by the Parent to the
      Lender in terms of this Agreement to any other party who becomes a lender
      under the Facility Agreement without the prior consent of the Parent;
      provided that the Parent shall be given written notice of any such
      cession, assignment or delegation. To the extent that any such cession,
      assignment or delegation results in a splitting of claims against the
      Parent, the Parent consents to such splitting of claims.

	 	 
	14. 	
      PARENT BOUND NOTWITHSTANDING CERTAIN
      CIRCUMSTANCES




	14.1 	
      The Parent agrees that on signature hereof it will be
      bound in terms of this Agreement to the full extent thereof, despite the
      fact that:







Page 22. 

	14.1.1 	
      any intended additional security from the Parent for the
      Secured Obligations may not be obtained or protected or may be released or
      may cease to be held for any other reason;

	 	 
	14.1.2 	
      the Lender and the Parent may agree a variation or
      novation of any of the Secured Obligations;

	 	 
	14.1.3 	
      the Lender may grant any indulgence to the Parent or any
      surety or may not exercise any one or more of its rights hereunder or
      under the Secured Obligations, either timeously or at all;

	 	 
	14.1.4 	
      any insolvency, administration, judicial management,
      reorganisation, arrangement, readjustment of debt, dissolution,
      liquidation or similar proceedings by or against the Lender, the Parent,
      or any other person; and

	 	 
	14.1.5 	
      any other fact or circumstance may arise (including any
      act or omission by the Lender) on which the Parent or any surety might
      otherwise be able to rely on a defence based on prejudice, waiver or
      estoppel.




	14.2 	
      If the Parent suffers any loss arising from any of the
      facts, circumstances, acts or omissions referred to above, the Parent will
      have no claim against the Lender in respect
thereof.




	15. 	
      SHARES AND RIGHTS AND INTERESTS TO BE KEPT FREE OF
      ENCUMBRANCES

	 	 
		
      The Parent shall at all times keep the Pledged Shares and
      the Rights and Interests free of Encumbrances, (save as for such
      Encumbrances created or required to be created in terms of the Facility
      Agreement) and shall not prejudice, compromise, grant
any







Page 23. 

		
      indulgences or agree to vary the terms of any document
      creating the Pledged Shares and the Rights and Interests without the prior
      written consent of the Lender.

	 	 
	16. 	
      EXEMPTION FROM LIABILITY

	 	 
		
      The Lender and its officers, trustees, agents,
      beneficiaries, employees and advisors shall not be liable for any loss or
      damage, whether direct, indirect, consequential or otherwise, suffered by
      the Parent arising from any cause in connection with this Agreement,
      whether the loss or damage results from breach of contract (whether total,
      fundamental or otherwise), delict, negligence or any other cause and
      whether this Agreement has been terminated or not, other than as a result
      of the Lender’s gross negligence or wilful misconduct.

	 	 
	17. 	
      CERTIFICATE OF INDEBTEDNESS

	 	 
		
      A certificate signed by any manager or director of the
      Lender whose appointment need not be proved, reflecting the amount owing
      by the Parent to the Lender under the Guarantee and the due date for
      payment of such amounts will, in the absence of manifest error, be
      prima facie evidence of the contents thereof.

	 	 
	18. 	
      RENUNCIATION OF BENEFITS

	 	 
		
      The Parent hereby renounces the legal benefits and
      exceptions of excussion, division, non numeratae pecuniae, non causa
      debiti, revision of accounts and errore calculi, the Parent
      declaring itself to be fully acquainted with the full meaning and effect
      of this renunciation.







Page 24. 

	19. 	
      NOTICES AND
  DOMICILIA




	19.1 	
      Notices




	19.1.1 	
      Each Party chooses the address set out opposite its name
      below as its address to which any written notice in connection with this
      Agreement may be addressed.




	19.1.1.1 	Parent: 



	 	Physical Address: 	4th Floor, President Place 
	 	  	Corner Jan Smuts Avenue and Bolton 
	 	  	Road 
	 	  	Rosebank 
	 	  	JOHANNESBURG 
	 	  	2196 
	 	  	South Africa 
	 	  	  
	 	Telefax No: 	+27 11 880 7080 
	 	Attention: 	Mr Herman Kotze 



	19.1.1.2 	Lender: 



	 	Physical Address: 	2 Gresham Street 
	 	  	LONDON 
	 	  	EC2V 7QP 
	 	  	United Kingdom 
	 	  	  
	 	Telefax No: 	+44 207 597 4913 
	 	Attention: 	Kim Boatwright 



	19.1.2 	
      Any notice or communication required or permitted to be
      given in terms of this Agreement shall be valid and effective only if in
      writing but it shall be competent to give notice by telefax transmitted to
      its telefax number set out opposite its name
above.







Page 25. 

	19.1.3 	
      Either Party may by written notice to the other Party
      change its chosen address and/or telefax number for the purposes of clause
      19.1.1 to any other address(es) and/or telefax number, provided that the
      change shall become effective on the 14th (fourteenth) day
      after the receipt of the notice by the addressee.

	 	 
	19.1.4 	
      Any notice given in terms of this Agreement
  shall:




	19.1.4.1 	
      if delivered by hand be deemed to have been received by
      the addressee on the date of delivery;

	 	 
	19.1.4.2 	
      if transmitted by facsimile be deemed to have been
      received by the addressee on the 1st (first) Business Day after
      the date of transmission;




		
      unless the contrary is proved.

	 	 
	19.1.5 	
      Notwithstanding anything to the contrary herein
      contained, a written notice or communication actually received by a Party
      shall be an adequate written notice or communication to it,
      notwithstanding that it was not sent to or delivered at its chosen address
      and/or telefax number.




	19.2 	
      Domicilia




	19.2.1 	
      Each of the Parties chooses its physical address set out
      opposite its name in clause 19.1 as its domicilium citandi et
      executandi at which documents in legal proceedings in connection with
      this Agreement may be served.

	 	 
	19.2.2 	
      Either Party may by written notice to the other Party
      change its domicilium from time to time to another address, not
      being a post office box or a poste







Page 26. 

restante, in South Africa;
provided that any such change shall only be effective on the fourteenth day
after the receipt or deemed receipt of the notice by the other Party pursuant to
clause 19.1.4. 

	20. 	
      GOVERNING LAW

	 	 
		
      The entire provisions of this Agreement shall be governed
      by and construed in accordance with the laws of South Africa.

	 	 
	21. 	
      JURISDICTION

	 	 
		
      The Parties hereby irrevocably and unconditionally
      consent to the non-exclusive jurisdiction of the Witwatersrand Local
      Division of the High Court of South Africa (or any successor to that
      division) in regard to all matters arising from this Agreement.

	 	 
	22. 	
      SEVERABILITY

	 	 
		
      Each provision in this Agreement is severable from all
      others, notwithstanding the manner in which they may be linked together or
      grouped grammatically, and if in terms of any judgment or order, any
      provision, phrase, sentence, paragraph or clause is found to be defective
      or unenforceable for any reason, the remaining provisions, phrases,
      sentences, paragraphs and clauses shall nevertheless continue to be of
      full force. In particular, and without limiting the generality of the
      aforegoing, the Parties acknowledge their intention to continue to be
      bound by this Agreement notwithstanding that any provision may be found to
      be unenforceable or void or voidable, in which event the provision
      concerned shall be severed from the other provisions, each of which shall
      continue to be of full force.







Page 27. 

	23. 	
      GENERAL




	23.1 	
      This document constitutes the sole record of the
      Agreement between the Parties in regard to the subject matter
    thereof.

	 	 
	23.2 	
      Neither Party shall be bound by any express or implied
      term, representation, warranty, promise or the like, not recorded
      herein.

	 	 
	23.3 	
      No addition to, variation or consensual cancellation of
      this Agreement and no extension of time, waiver or relaxation or
      suspension of any of the provisions or terms of this Agreement shall be of
      any force or effect unless in writing and signed by or on behalf of both
      the Parties.

	 	 
	23.4 	
      No latitude, extension of time or other indulgence which
      may be given or allowed by either Party to the other Party in respect of
      the performance of any obligation hereunder or enforcement of any right
      arising from this Agreement and no single or partial exercise of any right
      by either Party shall under any circumstances be construed to be an
      implied consent by such Party or operate as a waiver or a novation of, or
      otherwise affect any of that Party’s rights in terms of or arising from
      this Agreement or estop such Party from enforcing, at any time and without
      notice, strict and punctual compliance with each and every provision or
      term hereof.

	 	 
	23.5 	
      The Parties undertake at all times to do all such things,
      to perform all such acts and to 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 import of this Agreement.







Page 28. 

	23.6 	
      The Parent shall not be entitled to cede or delegate any
      of its rights or obligations under this Agreement without the prior
      written consent of the Lender, which consent may not unreasonably be
      withheld or delayed.




	24. 	
      COSTS




	24.1 	
      The Parent shall bear the costs of and incidental to the
      negotiation, preparation and execution of this Agreement and the
      implementation of the transactions contemplated therein.

	 	 
	24.2 	
      All legal costs incurred by either Party in consequence
      of any default of the provisions of this Agreement by the other Party
      shall be payable on demand by the defaulting Party on the scale as between
      attorney and own client and shall include collection charges, the costs
      incurred by the non-defaulting Party in endeavouring to enforce such
      rights prior to the institution of legal proceedings and the costs
      incurred in connection with the satisfaction or enforcement of any
      judgement awarded in favour of the non-defaulting Party in relation to its
      rights in terms of or arising out of this
Agreement.




	25. 	
      COUNTERPARTS

	 	 
		
      This Agreement may be executed by each Party signing a
      separate copy thereof and each of the copies together shall constitute the
      Agreement of the Parties.







Page 29. 

SIGNED at Rosebank on this the 27th day of August 2008.


For and on behalf of 
NET1 UEPS
TECHNOLOGIES, INC. 

/s/ Herman
Kotze                                       

Name: HG Kotze 
Capacity: CFO 
Who warrants his authority hereto



/s/ Serge CP
Belamant                               
Name:
SCP Belamant 
Capacity: CEO 
Who warrants his authority hereto 

 

SIGNED at Gresham St, London on this the 27th day of
August 2008. 

For and on behalf of 
INVESTEC
BANK (UK) LIMITED 


/s/ Charles
Stott                                           
Name:
Charles Stott 
Capacity: Authorized Signatory 
Who warrants his authority
hereto 

/s/ Michael
Kurland                                     
Name:
Michael Kurland 
Capacity: Authorized Signatory 
Who warrants his
authority hereto