Filed by sedaredgar.com - Net1 UEPS Technologies, Inc. - Exhibit 10.48






     Exhibit 10.48 

STOCK REPURCHASE AGREEMENT 

          This
Stock Repurchase Agreement (this “Agreement”), dated as of July 28, 2009,
is by and among Net 1 UEPS Technologies, Inc., a Florida corporation (the
“Company”), South African Private Equity Fund III, L.P., a Cayman Islands
limited partnership (“SAPEF”), and Brait International Limited, a
Mauritian company (“Brait International” and, together with SAPEF, the
“Seller”). 

          WHEREAS,
the Company and SAPEF entered into a Stock Purchase Agreement, dated as of
January 30, 2004 (the “SAPEF Stock Purchase Agreement”), by and between
the Company and SAPEF (or its nominees) pursuant to which, among other things,
SAPEF and its nominee purchased 17,600,000 shares of the Company’s common stock,
par value $0.001 per share (the “Common Stock”).

          WHEREAS,
as of the date of this Agreement, SAPEF owns beneficially and of record
8,718,504 shares of Common Stock and Brait International owns beneficially and
of record 503,022 shares of Common Stock (collectively, the
“Shares”).

          WHEREAS,
the SAPEF Stock Purchase Agreement provided for certain rights and obligations
of SAPEF and the Company, including, among other things, board designation
rights and registration rights. 

          NOW,
THEREFORE, in consideration of the mutual promises and covenants herein, the
parties hereto, intending to be legally bound, agree as follows:

1. REPURCHASE OF THE SHARES.

          1.1
Repurchase and Price. At the Closing (as defined in Section 1.2), upon
the terms and subject to the conditions set forth herein, the Company agrees to
purchase or cause any subsidiary of the Company to purchase (such purchaser, the
“Purchaser”), from the Seller, and the Seller agrees to sell to the
Purchaser, all of the Shares. The per share purchase price for the Shares shall
be $13.50 which shall be payable in South African Rand (“ZAR”) at an
exchange rate of ZAR 7.85: $1.00, resulting in an aggregate purchase price of
ZAR 977,251,218.

          1.2
Closing. Subject to the satisfaction (or waiver) of the conditions set
forth in Sections 5 and 6 below, the consummation of the repurchase of the
Shares shall occur on or prior to August, 3, 2009 or on the date when the
conditions set forth in Sections 5 and 6 below are satisfied (or waived), or at
such other date as is mutually agreeable to the Company and the Seller (the
“Closing”). The Purchaser shall pay the aggregate purchase price for the
Shares as set forth in Section 1.1 above at the Closing by wire transfer of
immediately available funds to an account or accounts designated by each of
SAPEF and Brait International, respectively, at least two (2) Business Days
prior to the Closing. The Closing shall take place at the executive offices of
the Company in Johannesburg, South Africa, or at such other place as is agreed
by the parties. For purposes of this Agreement, a “Business Day” means a
calendar day, other than a Saturday or a Sunday, on which commercial banks in
Johannesburg, South Africa and in New York, New York, United States of America,
are generally open for business. 




          1.3
Transfer of Shares to JSE Register. Each of SAPEF and Brait International
shall take any and all action which may be necessary in order to transfer its
Shares to the South African registry of the Company and deliver to the Purchaser
any stock certificates evidencing the Shares, together with stock powers duly
endorsed in blank and such other documents as may be necessary to effect the
sale of the Shares and the Company shall collaborate and provide any assistance
that may be necessary to achieve such transfer as may be reasonably requested by
the Seller. 

2. TERMINATION OF SAPEF STOCK PURCHASE AGREEMENT.
The SAPEF Stock Purchase Agreement and all rights and obligations of the parties
thereunder shall be terminated as of the Closing. 

3. REPRESENTATIONS AND WARRANTIES OF THE SELLER. Each
  of SAPEF and Brait International hereby represents and warrants to the Company
  (and if different, the Purchaser) as of the date hereof and as of the Closing
  as follows: 

          3.1
  Valid Title. The Seller is the record and beneficial owner of the Shares
  free and clear of any and all liens, encumbrances, restrictions and claims of
  any kind, except as arising pursuant to this Agreement. The delivery at Closing
  to the Purchaser of the Shares pursuant to the provisions hereof will transfer
  to the Purchaser valid title thereto, free and clear of any and all adverse
  claims of any third party.

          3.2
Authorization. The Seller has full power, authority and capacity to enter
into this Agreement and to carry out the transactions contemplated hereby. This
Agreement has been duly and validly authorized, executed and delivered by each
of SAPEF and Brait International and, assuming due authorization, execution and
delivery by the Company, is a valid and binding obligation of each of SAPEF and
Brait International enforceable in accordance with its terms, except to the
extent enforceability may be limited by bankruptcy, insolvency, reorganization,
fraudulent transfer, moratorium and similar laws affecting the rights of
creditors generally and by the availability of equitable remedies.

          3.3
No Violation. Neither the execution and delivery of this Agreement by
each of SAPEF and Brait International nor its performance and the consummation
of the transactions contemplated hereby will violate the organizational and
governing documents or any statute or law or any judgment, decree, order,
regulation or rule of any court or governmental authority applicable to each of
SAPEF or Brait International.

          3.4
No Conflicts or Required Approvals. Neither the execution and delivery of
this Agreement by each of SAPEF and Brait International nor the performance and
the consummation of the transactions contemplated hereby (a) will result in a
material breach of or default under any material agreement or instrument to
which either SAPEF or Brait International is a party or by which either of them
or the Shares may be bound or (b) require any consent or approval of, or filing,
declaration or registration with or notice to any governmental or regulatory
body.

4. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The
  Company hereby represents and warrants to each of SAPEF and Brait International,
  as of the date hereof and as of the Closing (with respect to itself and if different,
  with respect to the Purchaser) as follows: 

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          4.1
  Authorization. The Company has full power and authority to enter into
  this Agreement and to carry out the transactions contemplated hereby. This Agreement
  has been duly and validly authorized, executed and delivered by the Company
  and, assuming due authorization, execution and delivery by the Seller, is a
  valid and binding obligation of the Company enforceable in accordance with its
  terms, except to the extent enforceability may be limited by bankruptcy, insolvency,
  reorganization, fraudulent transfer, moratorium and similar laws affecting the
  rights of creditors generally and by the availability of equitable remedies.

          4.2
No Violation. Neither the execution and delivery of this Agreement by the
Company nor its performance and the consummation of the transactions
contemplated hereby will violate organizational and governing documents or any
statute or law or any judgment, decree, order, regulation or rule of any court
or governmental authority applicable to the Company.

          4.3
No Conflicts or Required Approvals. Neither the execution and delivery of
this Agreement by the Company nor its performance and the consummation of the
transactions contemplated hereby (a) will result in a material breach of or
default under any material agreement or instrument to which the Company is a
party or by which the Company or its assets may be bound or (b) require any
consent or approval of, filing, declaration, registration with or notice to any
governmental or regulatory body. 

          4.4
Sufficient Funds. The Company has sufficient funds available or in
reserve to pay the aggregate purchase price for the Shares as set forth in
Section 1.1 above and to consummate each other transaction contemplated pursuant
to the terms of this Agreement. 

5. CONDITIONS TO THE COMPANY’S OBLIGATIONS AT THE
CLOSING. The obligations of the Company under this Agreement are subject to
the fulfillment (or the waiver by the Company) on or before the Closing of each
of the following conditions: 

          5.1
Representations and Warranties. The representations and warranties of the
Seller contained in Section 3 which are qualified as to materiality shall be
true and correct in all respects and all other representations and warranties of
the Seller contained in Section 3 shall be true and correct in all material
respects on and as of the Closing with the same effect as though such
representations and warranties had been made on and as of the date of such
Closing.

          5.2
Deliverables. Each of SAPEF and Brait International shall have delivered
its Shares as required under Section 1.3. 

          5.3
Performance. The Seller shall have performed and complied with all
agreements and obligations contained in this Agreement that are required to be
performed or complied with by them on or before the Closing.

          5.4
No Restraints. No preliminary or permanent injunction or other order
issued by any court of competent jurisdiction or any governmental or regulatory
body nor any statute, rule, regulation or order promulgated or enacted by any
government authority that restrains, enjoins or otherwise prohibits the
transactions contemplated hereby shall be in effect.

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6. CONDITIONS TO THE SELLER’S OBLIGATIONS AT THE
CLOSING. The obligations of the Seller under this Agreement are subject to
the fulfillment (or the waiver by the Seller) on or before the Closing of each
of the following conditions: 

          6.1
Representations and Warranties. The representations and warranties of the
Company contained in Section 4 which are qualified as to materiality shall be
true and correct in all respects and all other representations and warranties of
the Company contained in Section 4 shall be true and correct in all material
respects on and as of the Closing with the same effect as though such
representations and warranties had been made on and as of the date of such
Closing.

          6.2
Deliverables. The Company shall have delivered to the Seller in
immediately available funds the aggregate purchase price for the Shares as set
forth in Section 1.1 above.

          6.3
Performance. The Company shall have performed and complied with all
agreements and obligations contained in this Agreement that are required to be
performed or complied with by it on or before the Closing.

          6.4
No Restraints. No preliminary or permanent injunction or other order
issued by any court of competent jurisdiction or any governmental or regulatory
body nor any statute, rule, regulation or order promulgated or enacted by any
government authority that restrains, enjoins or otherwise prohibits the
transactions contemplated hereby shall be in effect.

7. NON-PUBLIC INFORMATION; RELEASE. 

          7.1
The Seller acknowledges that (i) the Company has informed the Seller that the
Company may possess certain non-public information concerning the Company and
its subsidiaries and/or the Common Stock that may or may not be independently
known to the Seller (all of such non-public information is referred to as
“Non-Public Information”) and (ii) the Company has not disclosed the
Non-Public Information to the Seller. 

          7.2
The Seller is executing, delivering and performing this Agreement
notwithstanding that it is aware that the Non-Public Information may exist and
that the Non Public Information has not been disclosed to the Seller, and the
Seller confirms and acknowledges that neither the existence of the Non-Public
Information, the substance of the Non-Public Information nor the fact that the
Non-Public Information has not been disclosed to it is material to the Seller or
to its decision to execute, deliver and perform this Agreement. 

          7.3
(a) Each of SAPEF and Brait International, for itself and their respective
officers, directors, stockholders, partners, members, employees, agents,
representatives, successors and/or assigns (collectively, the “Seller
Affiliates”), hereby: (i) fully and irrevocably waives any and all rights,
remedies and claims it would or could have, or may hereafter have, against the
Company and the Company’s subsidiaries and their respective officers, directors,
stockholders, partners, members, employees, agents, representatives, successors
and/or assigns (collectively, the “Company Affiliates”), arising out of
or relating to the existence or substance of the Non-Public Information or the
fact that the Non-Public Information has not been disclosed to it; and (ii)
forever releases, discharges and dismisses any and all claims, rights, causes of
action, suits, obligations, debts, demands, arrangements, promises, liabilities,
controversies, costs, expenses, fees or damages of any kind, whether known or
unknown, accrued or not accrued, foreseen or 

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unforeseen or matured or not matured, including, but not
limited to, any and all claims alleging violations of U.S. federal or state
securities laws, common-law fraud or deceit, breach of fiduciary duty,
negligence or otherwise (collectively, “Claims”), that it ever had, now
has, can have, or shall or may hereafter have, whether directly, derivatively,
representatively or in any other capacity, against the Company or the Company
Affiliates (x) in its capacity as a shareholder of the Company or (y) which are
based upon, arise from or in any way relate to directly or indirectly, the
existence or substance of the Non-Public Information or the fact that the
Non-Public Information has not been disclosed to the Seller. 

                    (b)
The Company, for itself and each Company Affiliate, hereby forever releases,
discharges and dismisses any and all Claims, that it ever had, now has,
can have, or shall or may hereafter have, whether directly, derivatively,
representatively or in any other capacity, against the Seller or the Seller
Affiliates in its capacity as a shareholder of the Company. 

8. FURTHER ASSURANCES. Each party shall execute and
deliver such additional instruments, documents or other writings as may be
reasonably requested by any other party in order to confirm and carry out and to
effectuate fully the intent and purposes of this Agreement.

9. MISCELLANEOUS.

          9.1
Survival. The representations, warranties, covenants and agreements made
herein shall survive the closing of the transactions contemplated by this
Agreement.

          9.2
Interpretation. Reference in this Agreement to “beneficial ownership”
shall have the meaning set forth in Rule 13d-3 under the Securities Exchange Act
of 1934, as amended. The various section headings are inserted for purposes of
reference only and shall not affect the meaning or interpretation of this
Agreement or any provision hereof. Each party hereto acknowledges that it has
been represented by competent counsel and participated in the drafting of this
Agreement, and agrees that any applicable rule of construction to the effect
that ambiguities are to be resolved against the drafting party shall not be
applied in connection with the construction or interpretation of this
Agreement.

          9.3
Fees and Expenses. Each party hereto shall be solely responsible for the
payment of the fees and expenses of its advisers, counsel, accountants and other
experts, if any, and all other expenses incurred by such party incident to the
negotiation, preparation, execution, delivery and performance of this Agreement,
except to the extent expressly set forth in this Agreement.

          9.4
Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida, without regard to its
conflicts of laws provisions. 

          9.5
Consent to Jurisdiction; Service of Process. 

                    (a)
  Any Claims arising out of or relating to this Agreement or the transactions
  contemplated hereby may be instituted in any Federal or State court sitting
  in New York City, New York. Each party agrees not to assert, by way of motion,
  as a defense or otherwise, in any such Claim, that (i) it is not subject personally
  to the jurisdiction of such court, (ii) the Claim is brought in an inconvenient
  forum, (iii) the venue is improper or (iv) this Agreement or the subject matter
  hereof may not be enforced in or by such court. Each party further irrevocably
  submits to the exclusive jurisdiction of such court in any such Claim. 

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                    (b)
  Any and all service of process and any other notice in any such Claim shall
  be effective against any party if given personally or by registered or certified
  mail, return receipt requested, or by any other means of mail that requires
  a signed receipt, postage prepaid, mailed to such party at the address provided
  in Section 9.11. Nothing herein contained shall be deemed to affect the right
  of any party to serve process in any manner permitted by law. 

          9.6
  WAIVER OF JURY TRIAL. EACH PARTY TO THIS AGREEMENT ACKNOWLEDGES AND AGREES
  THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE
  COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY
  AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
  OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
  CONTEMPLATED HEREBY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO
  REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
  SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT
  OF ANY SUCH ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER,
  (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED
  TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
  CERTIFICATIONS IN THIS SECTION 9.6.

          9.7
Assignment; Successors and Assigns; No Third Party Beneficiaries. No party
shall have the right to assign its rights or obligations under this Agreement
(except that the Company may assign its rights and delegate its obligations to
purchase the Shares, to the Purchaser). Any purported assignment in derogation
of the immediately foregoing sentence shall be null and void. Subject to the
preceding sentences, this Agreement will be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns. This
Agreement is intended for the benefit of the parties hereto and their respective
permitted successors and assigns and is not for the benefit of, nor may any
provision hereof be enforced by, any other person.

          9.8
Entire Agreement. This Agreement and the SAPEF Stock Purchase Agreement
(for the avoidance of doubt, it being understood that the SAPEF Stock Purchase
Agreement and all rights and obligations of the parties therein will terminate
as of the Closing) constitute the full and entire understanding and agreement
among the parties with regard to the subject matter hereof and no party shall be
liable or bound to any other in any manner by any representations, warranties,
covenants and agreements except as specifically set forth herein.

          9.9
Severability. The provisions of this Agreement shall be severable, and
any invalidity, unenforceability or illegality of any provision or provisions of
this Agreement shall not affect any other provision or provisions of this
Agreement, and each term and provision of this Agreement shall be construed to
be valid and enforceable to the full extent permitted by law.

          9.10
Amendment and Waiver. No amendment to this Agreement shall be effective
unless in writing and signed by or on behalf of each of the parties. No waiver
under this Agreement shall be effective unless in writing and signed by or on
behalf of the party 

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against whom such waiver is to be effective. No failure to
exercise and no delay in exercising any right, power or privilege granted under
this Agreement shall operate as a waiver of such right, power or privilege. No
single or partial exercise of any right, power or privilege granted under this
Agreement shall preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. The rights and remedies provided in this
Agreement are cumulative and are not exclusive of any rights or remedies
provided by law. 

          9.10
Notices. All notices required or permitted hereunder shall be in writing and
shall be deemed effectively given: (i) upon personal delivery to the party to be
notified; (ii) when sent by confirmed facsimile if sent during normal business
hours of the recipient, if not, then on the next business day; or (iii) two (2)
days after deposit with an internationally recognized overnight courier,
specifying next day delivery, with written verification of receipt. All
communications shall be sent to the parties hereto at the respective addresses
set forth below, or as notified by such party from time to time at least ten
(10) days prior to the effectiveness of such notice:

	if to the Seller: 	South African Private Equity Fund
      III, L.P. 
	  	P.O. Box 908, George Town, Grand
      Cayman, Cayman Islands 
	  	Attention: 
	  	Facsimile: 
	  	  
	  	Brait International Limited

	  	Suite 520, Fifth Floor, Caudan
      Waterfront, Port Louis, Mauritius 
	  	Attention: 
	  	Facsimile: 
	  	  
	with a copy to: 	Simpson Thacher & Bartlett
      LLP 
	  	425 Lexington Avenue 
	  	New York, New York 10017 
	  	Attention: Jaime Mercado, Esq.
  
	  	Facsimile: (212) 455-2502 
	  	  
	if to the Company: 	Net 1 UEPS Technologies, Inc.
  
	  	President Place, 6th Floor, Cnr.
      Jan Smuts Avenue and Bolton Road 
	  	Rosebank, Johannesburg, South
      Africa 
	  	Attention: Herman Kotze 
	  	Facsimile: 011-27-11-880-7080
  
	  	  
	with a copy to: 	DLA Piper LLP (US) 
	  	1251 Avenue of the Americas

	  	New York, NY 10020 
	  	Attention: Marjorie Sybul Adams,
      Esq. 
	  	Facsimile: (212) 335 – 4501
  


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          9.13
Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall constitute an original, but all of which
together shall constitute one instrument. Facsimile and electronic signatures
shall be deemed signatures for all purposes. 

          9.14
Attorneys’ Fees. If any action at law or in equity is necessary to enforce
or interpret the terms of this Agreement, the prevailing party shall be entitled
to reasonable attorney’s fees, costs and necessary disbursements in addition to
any other relief to which such party may be entitled. 

[Signature page follows]

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          IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Stock
Repurchase Agreement as of the date first set forth above.

	 	NET 1 UEPS TECHNOLOGIES, INC. 
	 	 	  
	 	 	  
	 	By: 	/s/Herman Kotze 
	 	Name: 	Herman Kotze 
	 	Title: 	Chief Financial Officer 
	 	 	  
	 	 	  
	 	SOUTH AFRICAN PRIVATE EQUITY FUND III, 
	 	L.P. 
	 	 	  
	 	By: 	SAPEF III G.P. LIMITED, 
	 	 	its General Partner 
	 	 	  
	 	By: 	/s/ Brett
      Childs 
	 	Name: 	Brett Childs 
	 	Title: 	Director 
	 	 	  
	 	BRAIT INTERNATIONAL LIMITED 
	 	 	  
	 	By: 	/s/ Brett
      Childs 
	 	Name: 	Brett Childs 
	 	Title: 	Director 


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