Amendment No. 2 to Cooperation Agreement, dated March 22, 2022, by and between Net 1 UEPS Technologies, Inc. and Value Capital Partners (Pty) Ltd

EX-10.32 17 ex1032.htm EX-10.32 ex1032

AMENDMENT NO. 2

COOPERATION AGREEMENT

This

Amendment

No. 2

(this

“Amendment”)

Cooperation

Agreement

dated

March 22, 2022, is by and between Net 1 UEPS Technologies, Inc., a Florida corporation (the

“Company”), and Value

Capital Partners (Pty) Ltd.

(Registration number 2016/242305/07),

South

African private

company

(“VCP,”

and together

with the

Company,

the “Parties,”

and

each, a “Party”).

RECITALS

WHEREAS,

the

Parties

have

entered

into

Cooperation

Agreement

dated

May 13, 2020, which was amended by Amendment No. 1 on

December 9, 2020 (as heretofore

amended,

amended

and

restated,

supplemented

otherwise

modified

from

time

accordance with its provisions, the “Agreement”); and

WHEREAS,

the

Parties

hereto

desire

amend

the

Agreement

(i)

permit

VCP

acquire the Company’s securities pursuant

to that certain

Securities Purchase Agreement dated

as of March 14,

2022, by and

among the Company,

Net1 Applied Technologies

South Africa

Proprietary Limited and VCP and (ii) modify certain standstill provisions related thereto.

NOW,

THEREFORE, in

consideration of

the foregoing

and other

good and

valuable

consideration, the receipt and sufficiency of

which are hereby acknowledged, the Parties

agree

as follows:

Definitions.

Capitalized terms

used and

not defined

in this

Amendment have

the respective meanings assigned to them in the Agreement.

Amendments to

Section 2 of

the Agreement.

As of

the date

hereof, Section 2

of the Agreement is hereby amended or modified as follows:

(a)

Section 2(b)

the

Agreement

hereby

amended

and

restated

its

entirety as follows:

“(b) except following approval of the Board,

purchase or cause to be purchased

otherwise acquire

(i)

beneficial ownership

any

Common

Stock

other

Securities

the

Company

(other

than

securities

issued

pursuant

plan

established

the

Board

for

members

the

Board

stock

split,

stock

dividend or

similar corporate

action initiated

by the

Company with

respect to

any securities

beneficially owned

by VCP),

if immediately

after the

taking of

such action, VCP together with

its controlled and controlling

Affiliates would,

the

aggregate,

beneficially

own

than

24.9%

the

then

outstanding

shares of

Common Stock, or

(ii) interests

in any

of the

Company's indebtedness;

provided, however that

the foregoing purchase

and acquisition

limitation shall

not any apply to any shares of Common Stock acquired pursuant to that certain

Securities Purchase Agreement dated

as of March 14,

2022, by and among

the

Company,

Net1

Applied

Technologies

South

Africa

Proprietary

Limited

and

VCP;”

(b)

The two paragraphs

at the end

of Section 2 of the

Agreement, beginning

with

the

words,

“In

the

event

that . . .

.”

are

hereby

amended

and

restated

their

entirety as follows:

“Notwithstanding

anything

the

contrary

herein,

nothing

this

Agreement

shall

restrict

(i)

VCP’s

ability

vote,

transfer

hedge

any

Common

Stock

beneficially owned by it or (ii) the New Nominee from taking any action in his

or her capacity as a director of the Company in a manner consistent

with his or

her fiduciary duties to the Company,

and the taking of any such action by

such

individuals shall not be a breach of this Agreement.”

Date of Effectiveness; Limited Effect.

This Amendment shall be deemed as of

the date first written above.

Except as expressly provided in this Amendment, all of the terms

and provisions

of the

Agreement are

and will

remain in

full force

and effect

and are

hereby

ratified

and

confirmed

the

Parties.

Without

limiting

the

generality

the

foregoing,

the

amendments contained herein will

not be construed as

an amendment to or

waiver of any other

provision of the

Agreement or as a

waiver of or consent

to any further or

future action on the

part of either

Party that

would require the

waiver or

consent of the

other Party.

On and after

the

date

hereof,

each

reference

the

Agreement

“this

Agreement,”

“the

Agreement,”

“hereunder,”

“hereof,” “herein,”

or words of like import, and each reference to the Agreement

in any other

agreements, documents, or

instruments executed and

delivered pursuant to,

or in

connection with, the

Agreement, will

mean and

be a

reference to

the Agreement

as amended

by this Amendment.

Miscellaneous.

(a)

This Amendment is governed by and

construed in accordance with, the

laws of the

State of New York, without regard to

the conflict of

laws provisions of such

State.

(b)

This Amendment shall inure to the benefit of and be binding upon each

of the Parties and each of their respective successors and assigns.

(c)

The headings

in this

Amendment are

for reference only

and do

not affect

the interpretation of this Amendment.

(d)

This

Amendment

may

executed

counterparts,

each

which

deemed an original, but all of which constitute

one and the same agreement.

Delivery

of an

executed counterpart

of this

Amendment electronically

or by

facsimile shall

effective as delivery of an original executed counterpart of this Amendment.

(e)

This Amendment constitutes the sole and entire agreement between the

Parties with respect to the subject matter

contained herein, and supersedes all prior and

contemporaneous

understandings,

agreements,

representations,

and

warranties,

both

written and oral, with respect to such subject matter.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have executed

this Amendment as of the date first

written above.

NET 1 UEPS TECHNOLOGIES, INC.

By: /s/ Alex M.R. Smith

Name:

Alex M.R. Smith

Title: Chief Accounting Officer

VALUE

CAPITAL PARTNERS

(PTY) LTD.

By: /s/ Sam Sithole

Name:

Sam Sithole

Title: CEO