Exhibit B
ASSIGNMENT AND ACCEPTANCE
Reference is made to the Common Stock Purchase Agreement, dated as of
January 30, 2004 (the "Agreement"), between Net 1 UEPS Technologies, Inc., a
Florida corporation (the "Seller"), and SAPEF III International G.P. Limited, a
British Virgin Islands company, or its nominees (the "Assignor"). Unless
otherwise defined herein, terms defined in the Agreement and used herein shall
have the meanings given to them in the Agreement.
For good and valid consideration, the receipt and sufficiency of which is
hereby acknowledged, the Assignor and each of South African Private Equity Fund
III, L.P. ("SAPEF III Fund"), Rose Nominees Limited (A/C 20423) ("Rose"),
Brenthurst Private Equity II Limited ("BPE2") and Brenthurst Private Equity
South Africa I Limited ("BPESA") (each, individually, an "Assignee", and
collectively, the "Assignees"), agree as follows:
1. The Assignor hereby assigns to each Assignee, and each Assignee hereby
assumes from the Assignor, as of June 7, 2004 (the "Effective Date"), the
interest in and to the Assignor's rights and obligations under the Agreement, to
purchase that number of Firm Shares set forth opposite each Assignee's name on
Schedule A attached hereto.
2. From and after the Effective Date, (a) each Assignee shall be a party
to the Agreement and, to the extent provided in this Assignment and Acceptance,
have the rights and obligations under the Agreement (including the Assignor's
rights and obligations with respect of any certificates, agreements or other
documents delivered at Closing) and shall be bound by the provisions thereof;
(b) each Assignee shall benefit from all of the representations, warranties and
covenants of the Seller contained in the Agreement to the same degree as the
Assignor and (c) each Assignee shall do all other acts and things necessary,
advisable or convenient for the purposes of giving effect to all or any of the
preceding mentioned agreements, documents or transactions, provided, however,
that nothing in this Assignment and Acceptance shall cause any Assignee to be
liable to the Seller in respect of any Firm Shares except as specified in
Section 1 above or in respect of any breach of any representation or warranty
given in or under the Agreement which did not relate to such Assignee.
3. This Assignment and Acceptance shall be governed by and construed in
accordance with the laws of the State of New York.
2
IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Acceptance to be executed as of the Effective Date by their respective duly
authorized officers.
SAPEF III International G.P. Limited, as South African Private Equity
Assignor Fund III, L.P., as Assignee
By: SAPEF III International G.P.
Limited, its General Partner
By: ______________________________ By: _______________________________
Name: Name:
Title: Title:
Rose Nominees Limited (A/C 20423),
as Assignee
By: _______________________________
Name:
Title:
Brenthurst Private Equity II
Limited, as Assignee
By: _______________________________
Name:
Title:
Brenthurst Private Equity South
Africa I Limited, as Assignee
By: _______________________________
Name:
Title:
3
Pursuant to Section 9.3 of the Agreement, the Seller hereby consents to this
Assignment and Acceptance.
Net 1 UEPS Technologies, Inc.
By: _______________________________
Name:
Title:
SCHEDULE A
Name Number of Firm Shares
---- ---------------------
South African Private Equity Fund III, L.P. 86,661,428
Rose Nominees Limited (A/C 20423) 2,000,000
Brenthurst Private Equity II Limited 11,000,000
Brenthurst Private Equity South Africa I Limited 6,000,000
