Letter, dated July 26, 2017, to Net1 Applied Technologies South Africa Proprietary Limited from FirstRand Bank Limited (acting through its Rand Merchant Bank division), in its capacity as arranger, original senior lender and facility agent, and Nedbank Limited (acting through its Corporate and Investment Banking division), in its capacity as arranger and original senior lender

BACKGROUND

We refer to the common terms agreement dated on or about 21 July, 2017 between, amongst others, Net1 Applied Technologies South Africa Proprietary Limited (the Company) and FirstRand Bank Limited (acting through its Rand Merchant Bank division) and Nedbank Limited (acting through its Corporate and Investment Banking division) (as original senior lenders and mandated lead arrangers) and FirstRand Bank Limited (acting through its Rand Merchant Bank division) (as facility agent) (the CTA).

This letter is supplemental to and amends the CTA pursuant to clause 34 (Amendments and waivers) of the CTA.

INTERPRETATION

Capitalised terms defined in the CTA have the same meaning when used in this letter unless expressly defined in this letter.

The provisions of clause 1.3 (Construction) of the CTA apply to this letter as though they were set out in full in this letter except that references to the CTA are to be construed as references to this letter.

In this letter, Effective Date means the date on which the Facility Agent notifies the Company that it has received a copy of this letter countersigned by each Obligor.

AMENDMENTS

The CTA will be amended on and with effect from the Effective Date in accordance with paragraph 3.2 below.

The CTA will be amended as follows:

deleting Clause 3.1 of the CTA in its entirety and replacing it with the following new Clause 3.1:

fund working capital requirements and general corporate expenditure requirements of the Group;

fund capital expenditure requirements of the Group; and

pay costs, fees and expenses incurred by the Borrower in entering into the Finance Documents,

deleting Clause 7.6 of the CTA in its entirety and replacing it with the following new Clause 7.6:

deleting paragraph 9.3 of Schedule 2 (Conditions precedent) to the CTA its entirety and replacing it with the following new paragraph 9.3:

inserting a new paragraph 9.6 after paragraph 9.5 of Schedule 2 (Conditions precedent) to the CTA which reads:

Evidence that, following completion of the acquisition of the DNI Shares and the funding by the Borrower of the Net1 Funds Flow Account in an amount of R750,000,000, an aggregate amount of not less than R500,000,000 is standing to the credit of the Obligors (other than Holdco) bank accounts held by them with Nedbank Limited."

UNDERTAKING

If the Subscription does not occur on the Subscription Date, the Borrower shall immediately instruct the Funds Flow Bank (as defined in the Master Implementation and Funds Flow Agreement) to transfer an amount of R1,250,000,000 from the Net1 Funds Flow Account to the bank account of the Facility Agent specified in Clause 30.1.2 (Payment mechanics) of the CTA.

REPRESENTATIONS

Each Obligor confirms to each Finance Party that on the date of this letter and on the Effective Date, all the representations and warranties set out in clause 19 of the CTA:

are true; and

would also be true if references to the CTA were construed as references to the CTA as amended by this letter.

GUARANTEE AND SECURITY CONFIRMATION

Each Guarantor confirms that, notwithstanding the amendments to the CTA effected by this letter, the guarantee and indemnity given under the CTA continues in full force and effect and extends to, and operates as an effective unconditional guarantee of all present and future obligations and liabilities of each Obligor under the Finance Documents.

Each Obligor confirms that, notwithstanding the amendments to the CTA effected by this letter, the liabilities and obligations arising under the CTA, as amended, shall form part of (but not be limited to) the Security created under the Security Agreements to which that Obligor is party to secure any obligation of any Obligor to a Finance Party under the Finance Documents.

MISCELLANEOUS

This letter is a Finance Document.

From the Effective Date, the CTA and this letter will be read and construed as one document.

Except as expressly otherwise provided in this letter, no amendment, variation or change is made to any Finance Document and all the Finance Documents remain in full force and effect in accordance with their terms.

Except to the extent expressly waived in this letter, no waiver of any provision of any Finance Document is given by the terms of this letter and the Finance Parties expressly reserve all their rights and remedies in respect of any breach of, or other Default under, the Finance Documents.

COUNTERPARTS

This letter may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts together shall constitute one letter. Delivery of an executed scanned counterpart of a signature page of this letter by e-mail shall be effective as delivery of an original executed counterpart hereof.

GOVERNING LAW

This letter is governed by the laws of South Africa.