Net 1 UEPS Technologies, Inc.: Exhibit 10.33 - Filed by newsfilecorp.com






Exhibit 10.33 

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









	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 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 4.1;

	 	 
	2.1.8 	
      "CSDP" means a nominated depository institution or
      central securities depository participant as contemplated in the Financial
      Markets Act;

	 	 
	2.1.9 	
      "Debt Package" means the debt facilities
      contemplated in the letter from FirstRand Bank Limited (acting through its
      Rand Merchant Bank division) dated 26 September
2016;










2 

	2.1.10 	
      "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 –





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




	2.1.11 	
      "Financial Markets Act" means the Financial
      Markets Act, No. 19 of 2012;

	 	 
	2.1.12 	
      "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;

	 	 
	2.1.13 	
      "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;

	 	 
	2.1.14 	
      "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 	
      "Parties" means the parties to this
    Agreement;

	 	 
	2.1.16 	
      "Shareholders" means the holders of Shares from
      time to time;

	 	 
	2.1.17 	
      "Shares" means ordinary shares in the
    Company;

	 	 
	2.1.18 	
      "Signature Date" means the date of signature of
      this Agreement by the Party last signing;

	 	 
	2.1.19 	
      "Subscriber" means Net1 Applied Technologies South
      Africa Proprietary Limited, registration number 2002/031446/07, a limited
  liability privatecomp any duly incorporated in the Republic of South Africa; 










3 

	2.1.20 	
      "Subscription" means the subscription of the
      Subscription Shares by the Subscriber in terms of this
Agreement;

	 	 
	2.1.21 	
      "Subscription Date" means the later to occur of
      –




	2.1.21.1 	
      18 November 2016 or such later date as the Company may
      designate by way of written notice to the Subscriber, provided that should
      the Company, prior to 18 November 2016, not have designated a new date
      (which new date shall be no later than 31 January 2017), the Subscription
      Date will be 18 November 2016 (subject only to clause 2.1.21.2);
  and

	 	 
	2.1.21.2 	
      the date on which the last of the Conditions Precedent is
      fulfilled or waived, as the case may be;




	2.1.22 	
      "Subscription Price" means an amount of R16.96
      (sixteen rand and ninety six cents) per Subscription Share; and

	 	 
	2.1.23 	
      "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;

	 	 
	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
–










4 

	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.

	 	 
	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.










5 

	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 	
      CONDITIONS PRECEDENT




	4.1 	
      Save for clauses 1 to 4 (both inclusive), clause 6,
      clause 8 and clauses 10 to 20 (both inclusive) all of which will become
      effective on the Signature Date, this Agreement is subject to the
      fulfilment of the Conditions Precedent that –




	4.1.1 	
      by not later than 20 October 2016, the Debt Package has
      become effective and has been made available to the Subscriber, save for
      any condition requiring this Agreement to become unconditional;
  and

	 	 
	4.1.2 	
      by not later than 12 December 2016, to the extent
      required, the Shareholders in general meeting have approved the
      Subscription.




	4.2 	
      The Subscriber shall use reasonable endeavours to procure
      the fulfilment of the Condition Precedent set out in clause 4.1.1 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 4.1.1, furnish to the Company documents
      evidencing the fulfilment of such Condition
Precedent.










6 

	4.3 	
      The Company shall use reasonable endeavours to procure
      the fulfilment of the Condition Precedent set out in clause 4.1.2 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 4.1.2, furnish to the Subscriber documents
      evidencing the fulfilment of such Condition Precedent.

	 	 
	4.4 	
      The Condition Precedent –




	4.4.1 	
      set out in clause 4.1.1 has been inserted for the benefit
      of the Subscriber which will be entitled to waive fulfilment of such
      Condition Precedent, in whole or in part, on written notice to the Company
      at any time; and

	 	 
	4.4.2 	
      set out in clause 4.1.2, cannot be
  waived.




	4.5 	
      In the event that a Party requests any reasonable
      extension of the due date and/or time of fulfilment of a Condition
      Precedent, the other Party shall be required to grant such extension,
      provided that the request is accompanied by sufficient documentary
      evidence of the fact that substantial progress has been made by the
      requesting party in pursuing fulfilment of the applicable Condition
      Precedent and that there is a reasonable prospect that the applicable
      Condition Precedent will be timeously fulfilled with reference to such
      extended date and/or time (should it be granted).

	 	 
	4.6 	
      Unless the Conditions Precedent have been fulfilled by
      not later than the time and date for fulfilment thereof set out in clause
      4.1 (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 4 (both inclusive) and clauses 8 to 20 (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 clause
  4.2.




	5 	
      SUBSCRIPTION




	5.1 	
      The Subscriber shall subscribe for the Subscription
      Shares, on the Subscription Date, at the Subscription Price.

	 	 
	5.2 	
      On the Subscription Date, the Subscriber shall pay the
      Aggregate Subscription Price by electronic funds transfer (free of
      withholding, deduction or set-off) into the Designated Account, and furnish the Company with proof of
such payment. 










7 

	5.3 	
      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.




	6 	
      SUBSCRIBER
UNDERTAKINGS




	6.1 	
      The Subscriber undertakes, by no later than 20 October
      2016, to either -




	6.1.1 	
      provide the Company with an irrevocable and unconditional
      guarantee from a reputable bank and in a form acceptable to the Company
      (acting reasonably) in terms of which such bank guarantees the obligations
      of the Subscriber to the Company in terms of this Agreement to pay the
      Aggregate Subscription Price; or

	 	 
	6.1.2 	
      deposit the Aggregate Subscription Price with a reputable
      firm of attorneys in South Africa (which shall include either Cliffe
      Dekker Hofmeyr Incorporated or Werksmans Incorporated) and on terms and
      conditions acceptable to the Company (acting
reasonably).




	6.2 	
      Without prejudice to the rights of the Company in terms
      of this Agreement or at law, the Company shall be entitled to terminate
      this Agreement should the Subscriber fail to comply with the provisions of
      6.1 and fail to remedy such breach within 5 (five) business days of
      written demand therefor by the Company being made.

	 	 
	6.3 	
      Notwithstanding the aforegoing provisions of this clause
      6, upon the fulfilment or waiver of the Condition Precedent contained in
      clause 4.1.1 the Parties may nevertheless agree to dispense with the
      obligations imposed on the Subscriber in terms of clause 6.1, provided
      that such agreement shall have been reduced to writing and signed by the
      Parties.










8 

	7 	
      WARRANTIES BY THE
COMPANY




	7.1 	
      The Company hereby gives to and in favour of the
      Subscriber the following warranties –




	7.1.1 	
      the Company has sufficient authorised but unissued
      ordinary shares to give effect to the Subscription;

	 	 
	7.1.2 	
      the Subscription Shares will be validly issued to the
      Subscriber;

	 	 
	7.1.3 	
      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;

	 	 
	7.1.4 	
      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;

	 	 
	7.1.5 	
      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;

	 	 
	7.1.6 	
      the Subscription Shares, when issued, shall be listed on
      the JSE;

	 	 
	7.1.7 	
      the Subscription Shares, when issued, shall rank pari
      passu with all other Shares in issue; and

	 	 
	7.1.8 	
      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.




	7.2 	
      Each warranty set out in clause 7.1 will
  –




	7.2.1 	
      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;

	 	 
	7.2.2 	
      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;










9 

	7.2.3 	
      be given as at the Signature Date and the Subscription
      Date and every day between those dates; and

	 	 
	7.2.4 	
      be deemed to be material and to be a material
      representation inducing the Subscriber to enter into this
  Agreement.




	7.3 	
      It is recorded that the Subscriber has entered into this
      Agreement on the strength of the warranties set out in clause
  7.1.




	8 	
      CONDITIONS TO SUBSCRIPTION AND SUBSCRIBER'S RIGHT TO
      TERMINATE




	8.1 	
      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 -




	8.1.1 	
      neither the Group nor any Group Company has disposed of
      any of its material assets outside of the ordinary or usual course of
      business;

	 	 
	8.1.2 	
      no Group Company has been liquidated or placed under
      judicial management, whether provisionally or finally (and no application
      has been launched in this regard);

	 	 
	8.1.3 	
      no Group Company has commenced business rescue
      proceedings under the Companies Act;

	 	 
	8.1.4 	
      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;

	 	 
	8.1.5 	
      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;

	 	 
	8.1.6 	
      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;










10 

	8.1.7 	
      each of the warranties contained in clause 7.1 is true
      and correct in all respects; and

	 	 
	8.1.8 	
      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.




	8.2 	
      Without derogating from the Subscriber's right not to
      subscribe for the Subscription Shares in accordance with the provisions of
      clause 8.1, 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 8.1. The
      aforegoing provisions of this clause 8.2 should not be construed as
      limiting the Subscriber's rights arising from a breach of this Agreement,
      as contemplated in clause 13.




	9 	
      SUBSCRIBER'S RIGHT TO BOARD
  APPOINTMENT




	9.1 	
      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 5, 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.

	 	 
	9.2 	
      Upon receiving the notice referred to in clause 9.1, 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
      Company's request contemplated in clause 9.1. 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 9.

	 	 
	9.3 	
      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. 










11 

	9.4 	
      The Subscriber's right contained in this clause 9 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.

	 	 
	9.5 	
      Should the Subscriber's right contained in this 9 fall
      away as contemplated above, the Subscriber -




	9.5.1 	
      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

	 	 
	9.5.2 	
      hereby irremovably 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.




	10 	
      GENERAL WARRANTIES




	10.1 	
      Each Party hereby warrants to and in favour of the other
      Party that –




	10.1.1 	
      it has the legal capacity and has taken all necessary
  corporate action required to empower and authorise it to enter into this Agreement; 










12 

	10.1.2 	
      this Agreement constitutes an agreement valid and binding
      on it and enforceable against it in accordance with its terms;
  and

	 	 
	10.1.3 	
      the execution of this Agreement and the performance of
      its obligations hereunder does not and shall not
–




	10.1.3.1 	
      contravene any law or regulation to which it is
      subject;

	 	 
	10.1.3.2 	
      contravene any provision of its constitutional documents;
      or

	 	 
	10.1.3.3 	
      conflict with, or constitute a breach of any of the
      provisions of any other agreement, obligation, restriction or undertaking
      which is binding on it.




	10.2 	
      Each of the representations and warranties given by the
      Parties in terms of clause 10.1, shall –




	10.2.1 	
      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;

	 	 
	10.2.2 	
      continue and remain in force notwithstanding the
      completion of any or all the transactions contemplated in this Agreement;
      and

	 	 
	10.2.3 	
      prime facie be deemed to be material and to be a
      material representation inducing the other Party to enter into this
      Agreement.




	11 	
      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 

	12 	
      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.

	 	 
	13 	
      BREACH AND TERMINATION




	13.1 	
      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 –




	13.1.1 	
      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

	 	 
	13.1.2 	
      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.




	13.2 	
      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 -




	13.2.1 	
      it is capable of being remedied, but is not so remedied
      within the Notice Period; or

	 	 
	13.2.2 	
      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.




	13.3 	
      The Aggrieved Party's remedies in terms of this clause 13
      are without prejudice to any other remedies to which the Aggrieved Party
      may be entitled in law.




	14 	
      DISPUTE RESOLUTION




	14.1 	
      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.










14 

	14.2 	
      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.

	 	 
	14.3 	
      Any party to the arbitration may appeal the decision of
      the arbitrator or arbitrators in terms of the AFSA rules for commercial
      arbitration.

	 	 
	14.4 	
      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.

	 	 
	14.5 	
      Any arbitration in terms of this clause 14 (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).

	 	 
	14.6 	
      This clause 14 will continue to be binding on the Parties
      notwithstanding any termination or cancellation of the
Agreement.

	 	 
	14.7 	
      The Parties declare that it is their intention that this
      clause 14 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 

	14.8 	
      The Parties agree that the written demand by a party to
      the dispute in terms of clause 14 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.




	15 	
      NOTICES AND DOMICILIA




	15.1 	
      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.

	 	 
	15.2 	
      All notices to be given in terms of this Agreement will
      be given in writing, in English, and will -




	15.2.1 	
      be delivered by hand or sent by telefax;

	 	 
	15.2.2 	
      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 

	15.2.3 	
      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.




	15.3 	
      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.

	 	 
	15.4 	
      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.




	16 	
      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.

	 	 
	17 	
      APPLICABLE LAW AND
JURISDICTION




	17.1 	
      This Agreement will in all respects be governed by and
      construed under the laws of the Republic of South Africa.

	 	 
	17.2 	
      Subject to clause 13.1, 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.




	18 	
      GENERAL




	18.1 	
      Whole Agreement




	18.1.1 	
      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.










17 

	18.1.2 	
      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).




	18.2 	
      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.

	 	 
	18.3 	
      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.

	 	 
	18.4 	
      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.










18 

	18.5 	
      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.

	 	 
	18.6 	
      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.

	 	 
	18.7 	
      Exclusion of Electronic Signature

	 	 
		
      The reference in clauses 18.2, 18.4 and 18.6 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 	
      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.

	 	 
	20 	
      SIGNATURE




	20.1 	
      This Agreement is signed by the Parties on the dates and
      at the places indicated below.










19 

	20.2 	
      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.

	 	 
	20.3 	
      The persons signing this Agreement in a representative
      capacity warrant their authority to do so.

	 	 
	20.4 	
      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.



SIGNED at ROSEBANK on OCTOBER 4, 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 OCTOBER 4, 2016 

	 	For and on behalf of 
	 	BLUE LABEL TELECOMS LIMITED 
	 	  
	 	  
	 	  
	 	/s/
      Brett Levy 
	 	Signature 
	 	Brett
      Levy 
	 	Name of Signatory 
	 	Joint
      CEO 
	 	Designation of Signatory