NET 1 UEPS TECHNOLOGIES, INC. RESTRICTED STOCK AGREEMENT FOR NON-U.S. EMPLOYEES

NET 1 UEPS TECHNOLOGIES, INC.
RESTRICTED STOCK AGREEMENT
FOR NON-U.S. EMPLOYEES

          Net 1 UEPS Technologies, Inc. (the “ Company ”) has granted to the Employee named below (“ you ” or “ your ”), effective as of the Grant Date specified below, restricted shares (each, an “ Award Share ,” and collectively, the “ Award Shares ”) of common stock, par value $0.001 per share, of the Company (the “ Common Stock ”) upon the terms and conditions set forth in this Restricted Stock Agreement (the “ Agreement ”) and the Amended and Restated 2004 Stock Incentive Plan of Net 1 UEPS Technologies, Inc. (the “ Plan ”), the provisions of which are incorporated into this Agreement. Except as otherwise provided in Section 7 of this Agreement with respect to applicable tax and social insurance withholding, you are not required to pay any amount to the Company for the receipt of these Award Shares. By signing this Agreement, you: (a) acknowledge that you have read this Agreement; (b) accept the Award Shares subject to all of the terms and conditions of this Agreement; and (c) agree to accept as binding, conclusive, and final all decisions or interpretations of the Company upon any questions arising under this Agreement. For purposes of this Agreement, actions and determinations to be made by the Company may be made by the Board of Directors of the Company or by such committee or delegate as may be appointed by the Board of Directors from time to time.

          1.      D EFINITIONS AND C ONSTRUCTION .

          Unless otherwise defined in this Agreement, capitalized terms have the meanings ascribed to them in the Plan. The captions and titles contained in this Agreement are for convenience only and do not affect the meaning or interpretation of any provision of this Agreement.

          2.       V ESTING ; T ERMINATION OF E MPLOYMENT OR S ERVICE .

          (a)      All of the Award Shares are nonvested and forfeitable as of the Grant Date. For clarity, as used in this Agreement, the term “vest” means the lapse of restrictions on the Award Shares in accordance with the terms of this Agreement.

          (b)      The Award Shares shall become vested and nonforfeitable, if at all, in accordance with the rules set forth below, provided that your employment or other service with the Company or its affiliate (such employment or other service with the Company or its affiliate referred to hereafter as “ Service ”) is continuous from the Grant Date through the applicable vesting date and the conditions for vesting have been satisfied. No Award Shares shall vest or become nonforfeitable after the date your Service terminates for any reason. If your Service with the

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Company ceases for any reason, all Award Shares that are not then vested and nonforfeitable will be immediately forfeited by you and transferred to the Company upon such cessation for no consideration.

          (c)      Vesting of the Award Shares is conditioned upon your continuous Service through the applicable vesting date and the Company achieving the financial performance target set forth in the table below for that vesting date. Specifically, the financial performance targets set forth in the table are based on a 25% increase, compounded annually, in fundamental earnings per share (diluted) (expressed in South African rand) (referred to hereafter as “ Fundamental EPS ”) above the Fundamental EPS for the fiscal year ended June 30, 2007. For this purpose, Fundamental EPS are calculated by adjusting GAAP earnings per share (diluted) (as reflected in the Company’s audited consolidated financial statements) to exclude the effects related to the amortization of intangible assets, stock-based compensation charges, one-time, large, unusual expenses as determined in the discretion of the Committee, and assuming a constant tax rate of 30%. If the Fundamental EPS for the specified fiscal year do not equal or exceed the Fundamental EPS Target specified in the table, no Award Shares will become vested and nonforfeitable on the corresponding vesting date. Any Award Shares that do not become vested and nonforfeitable because the Fundamental EPS Target is not met for the specified fiscal year remain outstanding and are available to become vested and nonforfeitable as of a subsequent vesting date if the Fundamental EPS Target for a subsequent fiscal year is met; provided that your Service continues through such subsequent vesting date. Accordingly, the table reflects the maximum aggregate percentage of Award Shares that may be vested as of each vesting date. Any outstanding Award Shares that have not become vested and nonforfeitable as of September 1, 2011, will be forfeited by you on September 1, 2011 and transferred to the Company for no consideration.

          The Fundamental EPS Targets will be proportionately adjusted by the Committee for any stock split, reverse stock split, stock dividend, share combination, recapitalization or similar event effected subsequent to the Grant Date. The Committee, in its sole discretion, may adjust

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the targets specified in the table above as it considers in good faith to be appropriate to reflect “extraordinary items” including, without limitation, the charges or costs associated with restructurings of the Company, discontinued operations, other unusual or nonrecurring items, and the cumulative effects of accounting changes.

          3.       R ESTRICTIONS ON T RANSFER .

          (a)      Until an Award Share becomes vested and nonforfeitable, it may not be sold, assigned, transferred, pledged, hypothecated, exchanged, or disposed of in any way (whether by operation of law or otherwise), except by will or the laws of descent and distribution and shall not be subject to execution, attachment, anticipation, alienation, encumbrance, garnishment by your creditors or beneficiaries, or similar process.

          (b)      Any attempt to dispose of any such Award Shares in contravention of the restrictions set forth in Section 3(a) shall be null and void and without effect. The Company shall not be required to (i) transfer on its books any Award Shares that have been sold or transferred in contravention of this Agreement or (ii) treat as the owner of Award Shares, or otherwise accord voting, dividend, or liquidation rights to, any transferee to whom Award Shares have been transferred in contravention of this Agreement.

          4.       C OMPANY -A SSISTED S ALES OF S HARES ; G RANT OF P OWER OF A TTORNEY FOR S ALE OF S HARES .

          You acknowledge that you have been advised that it may be impracticable for you on your own to sell, or to arrange for a sale through a broker or otherwise, vested Award Shares. Therefore, the Company expects to assist you in this regard by facilitating the sale of vested Award Shares, with the method and timing of such sales to be determined by the Executive Committee of the Company, although the Company has no obligation to do so. However, in the event that the Company does attempt to facilitate any such sale of vested Award Shares, the Company does not represent to you that such sale will be completed, or if it is completed, that vested Award Shares will be sold at any particular price or require any particular level of brokerage commissions. You hereby irrevocably constitute and appoint Dr. Serge C.P. Belamant and Mr. Herman Gideon Kotze, each with full power and authority to act together or alone in any matter hereunder and with full power of substitution, your true and lawful attorneys-in-fact (individually an “ Attorney ,” and collectively, the “ Attorneys ”), with full power and authority in your name, for and on your behalf, with respect to all matters arising in connection with the sale of vested Award Shares, including, but not limited to, the power and authority on your behalf to take any and all of the following actions: (i) to sell such vested Award Shares through a broker, including a transaction in which the broker will act as a principal, at a purchase price per share as determined by negotiation between the Company, the Attorneys, and the broker and to complete, execute, and deliver a stock power in relation to the sale of vested Award Shares; (ii) on your behalf, to make representations and warranties and enter into appropriate agreements to effect the sale of such vested Award Shares; (iv) to instruct the Company’s transfer agent as the Attorneys shall determine on all matters pertaining to the delivery and custody of certificates for such vested Award Shares; (v) to incur or authorize the incurrence of any necessary or appropriate expense in connection with the sale of such vested Award Shares; (vi) if necessary, to endorse

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(in blank or otherwise) on your behalf the certificate(s) representing such vested Award Shares and a stock power or powers attached to such certificate(s); and (vii) to sign such other certificates, documents, and agreements and take any and all other actions as the Attorneys may deem necessary or desirable in connection with the consummation of the transactions contemplated by the power of attorney granted under this Section 4. Each Attorney may act alone in exercising the rights and powers conferred on the Attorneys. Each Attorney is hereby empowered to determine in his sole discretion the time or times when, the purpose for and the manner in which any power herein conferred upon him shall be exercised, and the conditions, provisions, or covenants of any instrument or document which may be executed by him pursuant hereto. The power of attorney granted under this Section 4 is an agency coupled with an interest and all authority conferred hereby shall be irrevocable, and shall not be terminated by any act of yours or by operation of law, whether by your death, disability, or incapacity or by the occurrence of any other event or events. It is understood that the Attorneys assume no responsibility or liability for any aspect of offering or selling any vested Award Shares and shall not be liable for any error of judgment or for any act done or omitted or for any mistake of fact or law except for the Attorneys’ own gross negligence, willful misconduct, or bad faith. It is understood that the Attorneys, in acting pursuant to this power of attorney, are not acting in a fiduciary capacity on your behalf and are not required to, nor will they necessarily, obtain the best available price or the lowest possible fee or commission when negotiating or otherwise facilitating any sale of Award Shares pursuant to this power of attorney. The power of attorney granted under this Section 4 shall be binding upon you and your heirs, legal representatives, distributees, successors, and assigns.

          5.       C ERTIFICATE R EGISTRATION .

          Physical possession or custody of such stock certificates shall be retained by the Company until such time as the Award Shares are transferable without restriction and, thereafter, the Company shall either issue and deliver to you one or more certificates in your name for the applicable number of vested Award Shares or provide for uncertificated, book entry issuance of those Award Shares. Upon the request of the Company, you shall deliver to the Company a stock power, endorsed i