Tranche II Subscription Agreement, dated March 8, 2018, among Net1 Applied Technologies South Africa Proprietary Limited and DNI4PL Contracts Proprietary Limited

PARTIES

The Parties to this Agreement are –

Net1 Applied Technologies South Africa Proprietary Limited; and

DNI–4PL Contracts Proprietary Limited;

The Parties agree as set out below.

INTERPRETATION

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 –

"Agreement" means the agreement contained in this document;

AJD Holdings means AJD Holdings Proprietary Limited, registration number 1975/004328/07, a limited liability private company duly incorporated in the Republic of South Africa;

"Companies Act" means the Companies Act, No 71 of 2008;

"Competition Act" means the Competition Act, No 89 of 1998;

"Competition Authorities" means the commission established pursuant to Chapter 4, Part A of the Competition Act or the tribunal established pursuant to Chapter 4, Part B of the Competition Act or the appeal court established pursuant to Chapter 4, Part C of the Competition Act, as the case may be;

"Company" means DNI–4PL Contracts Proprietary Limited, registration number 2005/040937/07, a limited liability private company duly incorporated in the Republic of South Africa;

"Conditions Precedent" means the suspensive conditions set out in clause 4.1;

"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 business days' notice to the Subscriber –

"First Addendum to Original Top-Up Subscription Agreement" means an agreement headed "Addendum to Original Top-Up Subscription Agreement" to be entered in between the Parties, AJD and Richmark contemporaneously with this Agreement;

"First Addendum to Shareholders Agreement" means an agreement headed "First Addendum to Shareholders Agreement" to be entered into between the Parties, AJD and Richmark contemporaneously with this Agreement;

"Merger Notification" means the merger notice to be submitted to the Competition Authorities as contemplated in clause 5;

"Net1 Loan Agreement" means the agreement headed "Net1 Loan Agreement" to be entered into contemporaneously with the entering into of this Agreement between the Company and Net1, in terms of which, inter alia, Net1 advances an amount of R126,000,000 as a loan to the Company;

"Parties" means the parties to this Agreement;

"Richmark" means Richmark Holdings Proprietary Limited, registration number 2000/013818/07, a limited liability private company duly incorporated in the Republic of South Africa;

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

"Solvency and Liquidity Test" means the solvency and liquidity test as set out in section 4 of the Companies Act;

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

"Subscription Date" means the third business day following the later to occur of the date on which: (i) the last of the Conditions Precedent is fulfilled or waived, as the case may be; and (ii) Net1 has confirmed in writing to the Company that it has been repaid all amounts due to it under the Net1 Loan Agreement;

"Subscription Price" means an aggregate amount of R126,000,000 in respect of all the Subscription Shares;

"Subscription Shares" means 6,000,000 ordinary "A" shares in the authorised ordinary shares of the Company which shares will entitle Net1 as the holders thereof to, inter alia, an additional 6% of the voting rights in the Company; and

"Tranche I Subscription Agreement" means an agreement headed "Tranche I Subscription Agreement", to be entered into between the Parties in terms of which Net1 will subscribe for 4,000,000 Shares.

In this Agreement —

clause headings and the heading of the Agreement are for convenience only and are not to be used in its interpretation;

an expression which denotes —

any gender includes the other genders;

a natural person includes a juristic person and vice versa;

the singular includes the plural and vice versa;

a Party includes a reference to that Party's successors in title and assigns allowed at law; and

a reference to a consecutive series of two or more clauses is deemed to be inclusive of both the first and last mentioned clauses.

Any reference in this Agreement to –

"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;

"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; and

"person" means any person, company, close corporation, trust, partnership or other entity whether or not having separate legal personality.

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.

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.

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.

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.

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.

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.

The rule of construction that this Agreement shall be interpreted against the Party responsible for the drafting of this Agreement, shall not apply.

No provision of this Agreement shall (unless otherwise stipulated) constitute a stipulation for the benefit of any person (stipulatio alteri) who is not a Party to this Agreement.

The use of any expression in this Agreement covering a process available under South African law, such as winding-up, shall, if either of the Parties to this Agreement is subject to the law of any other jurisdiction, be construed as including any equivalent or analogous proceedings under the law of such other jurisdiction.

Any reference in this Agreement to "this Agreement" or to 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.

In this Agreement the words "clause" or "clauses" refer to clauses of this Agreement.

INTRODUCTION

The Subscriber has agreed to subscribe for the Subscription Shares at the Subscription Price.

The Parties wish to record in writing their agreement in respect of the above and matters ancillary thereto.

CONDITIONS PRECEDENT

Save for clauses 1 to 4, and clauses 8 to 16 all of which will become effective immediately, this Agreement is subject to the fulfilment of the Conditions Precedent that –

by not later than the 5^th business day after the Signature Date -

the board of directors of the Company has passed the following resolutions –

approving and ratifying the entering into of this Agreement and all other agreements and transactions contemplated herein;

authorising the Company to distribute an amount equal to the Subscription Price to AJD and Richmark, in proportion to their respective shareholdings in the Company, in accordance with section 46(1)(a)(ii) of the Companies Act;

acknowledging that it has applied the Solvency and Liquidity Test, and reasonably concluded that the Company will satisfy the Solvency and Liquidity Test immediately after completing the distribution in clause 4.1.1.1.2, in terms of section 46(1)(c) of the Companies Act; and

approving the issue of the Subscription Shares to Net1 in accordance with section 40(1)(a) of the Companies Act;

the board of directors of Net1 has approved and ratified the entering into of this Agreement and all other agreements and transactions contemplated herein

the Tranche I Subscription Agreement has been entered into and has become unconditional in accordance with its terms (other than in respect of any condition which requires this Agreement to become unconditional);

the First Addendum to Original Top-Up Subscription Agreement has been entered into and has become unconditional in accordance with its terms (other than in respect of any condition which requires this Agreement to become unconditional);

the First Addendum to the Shareholders Agreement has been entered into and has become unconditional in accordance with its terms (other than in respect of any condition which requires this Agreement to become unconditional);

Net1 has provided the Company with written confirmation that it has raised the required funding to pay the Subscription Price; and

AJD and Richmark have unconditionally and irrevocably waived all and any pre-emptive rights, tag-along rights, options, rights of first refusal or any similar rights, which any of them may have in respect of the Subscription Shares, whether under the memorandum of incorporation of the Company, any shareholders agreement or otherwise; and

by not later than 30 June 2018, the subscription contemplated in this Agreement (to the extent necessary) has been unconditionally approved by the Competition Authorities in terms of the Competition Act, or conditionally approved on terms and conditions which each of the Subscriber and the Company confirms in writing to the other (by not later than the said date and time) to be acceptable.

Unless all the Conditions Precedent have been fulfilled or waived by not later than the relevant dates for fulfilment thereof set out in clause 4.1 (or such later date or dates as may be agreed in writing between the Parties) the provisions of this Agreement, save for clauses 1 to 4, and clauses 8 to 16, which will remain of full force and effect, will never become of any force or effect and the sttus quo ante will be restored as near as may be and neither of the Parties will have any claim against the other in terms hereof or arising from the failure of the Conditions Precedent.

MERGER NOTIFICATION TO COMPETITION AUTHORITIES

It is recorded that the subscription and, to the extent applicable, the other transactions contemplated in this Agreement will result in a change in control, as contemplated by Chapter 3 of the Competition Act, which will require the approval of the Competition Authorities prior to this Agreement being implemented.

Net1 and the Company shall as soon as reasonably possible after the Signature Date, jointly instruct attorneys Cliffe Dekker Hofmeyr Incorporated to prepare and submit a merger notice in respect of the subscription and, to the extent necessary, the other transactions contemplated in this Agreement to the Competition Authorities in terms of the Competition Act for approval.

Each of the Parties shall –

sign all documents and expeditiously provide all necessary information upon being required to do so; and

do everything required by the Competition Authorities in order to enable the Merger Notification to be dealt with, to the extent that it is within its power to do so.

The Company shall be responsible for the costs of and associated with the filing of the Merger Notification. These costs shall include the filing fee payable in connection with the filing of the Merger Notification and the legal fees of attorneys Cliffe Dekker Hofmeyr Incorporated for the preparation and submission of the Merger Notification but shall exclude each Party's other legal costs associated with the preparation of such Merger.

SUBSCRIPTION

The Subscriber hereby subscribes for the Subscription Shares, with effect from the Subscription Date, at the Subscription Price.

The Subscriber shall pay the Subscription Price to the Company on the Subscription Date.

All payments to be made by (or on behalf of) the Subscriber to the Company in terms of this Agreement will be made by electronic transfer of immediately available and freely transferable funds to the Designated Account, free of any deductions or set-off whatsoever, in the currency of the Republic of South Africa.

The Company warrants that the Subscription Shares will be validly issued and will rank pari passu with all other ordinary "A" shares of the Company in issue.

ALLOTMENT AND ISSUE OF THE SUBSCRIPTION SHARES

The Company shall, upon subscription by the Subscriber for the Subscription Shares pursuant to clause 6.1 and against payment by the Subscriber of the Subscription Price in accordance with the provisions of clause 6.2, on the Subscription Date allot and issue the Subscription Shares to the Subscriber and deliver to the Subscriber –

original share certificates in respect of the Subscription Shares; and

copies of resolutions of the directors of the Company approving the allotment and issue of the Subscription Shares to the Subscriber.

GENERAL WARRANTIES

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

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

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

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

contravene any law or regulation to which that Party is subject;

contravene any provision of that Party's constitutional documents; or

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

to the best of its knowledge and belief, it is not aware of the existence of any fact or circumstance that may impair its ability to comply with all of its obligations in terms of this Agreement;

it is entering into this Agreement as principal (and not as agent or in any other capacity);

the natural person who signs and executes this Agreement on its behalf is validly and duly authorised to do so;

no other party is acting as a fiduciary for it; and

it is not relying upon any statement or representation by or on behalf of any other Party, except those expressly set forth in this Agreement.

Each of the representations and warranties given by the Parties in terms of clause 8.1 shall –

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;

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

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

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.

BREACH

If a Party ("Defaulting Party") commits any breach of this Agreement and fails to remedy such breach within 10 business days ("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 –

to claim immediate specific performance of all or 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; or

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. No 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 -

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

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.

The Parties agree that any costs awarded will be recoverable on an attorney-and-own-client scale unless the Court specifically determines that such scale shall not apply, in which event the costs will be recoverable in accordance with the High Court tariff, determined on an attorney-and-client scale.

The Aggrieved Party's remedies in terms of this clause 10 are without prejudice to any other remedies to which the Aggrieved Party may be entitled in law.

Notwithstanding the aforegoing, upon the fulfilment of the Conditions Precedent, save for the Condition Precedent at clause 4.1.2, none of the Parties will have the right to cancel this Agreement as a result of a breach thereof, and the Parties' only remedies thereafter will be to claim specific performance of all the Defaulting Party's obligations, together with damages, if any.

NOTICES AND DOMICILIA

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 email addresses —

All notices to be given in terms of this Agreement will be given in writing and will —

be delivered by hand or sent by email;

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

if sent by email during business hours, be presumed to have been received on the date of successful transmission of the email. Any email 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.

Notwithstanding the above, any notice given in writing, 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 10.

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 either of them.

APPLICABLE LAW AND JURISDICTION

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

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.

GENERAL

Whole Agreement

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.

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.

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.

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.

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.

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.

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, save as otherwise provided herein.

Exclusion of Electronic Signature

The reference in clauses 14.2, 14.4 and 14.6 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.

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.

SIGNATURE

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

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.

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

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.