Lesaka (LSAK) 10-Q 2023 Q2 Quarterly report

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LESAKA TECHNOLOGIES INC.

RESTRICTED STOCK AGREEMENT

FOR NON-EMPLOYEE DIRECTORS

Lesaka Technologies Inc., a Florida corporation (the “

Company

”) has granted to the Non-Employee

Director named below (“

you

” or “

your

”), effective as of the Grant Date specified below,restricted shares

(each, an “

Award Share

,” and collectively, the “

AwardShares

”) 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 Stock Incentive Plan of Lesaka 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 AwardShares.By signing this

Agreement, you: (a) acknowledge that you have read this Agreement; (b) accept the AwardShares 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.

Name of Director:

____________________________________

Grant Date:

____________________________________

Number of Award Shares:

____________________________________

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 Sharesare 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 AwardShares in accordance with the

terms of this Agreement.

(b)The AwardShares shall become vested and nonforfeitable, if at all, in accordance with the rules

set forth below, provided that your service with the Company as a member of its Board of Directors (

“

Service

”) is continuous from the Grant Date through the applicable vesting date.No AwardShares shall vest

or become nonforfeitable after the date your Service terminates for any reason.If your Service with the

Company ceases for any reason, all Award Sharesthat are not then vested and nonforfeitable will be

immediately forfeited by you and transferred to the Company upon such cessation for no consideration. Any

accrued dividends attributable to such forfeited AwardShares shall also be forfeited if and when the Award

Shares are forfeited.

(c)Vestingof the AwardShares is conditioned upon your continuous Service through the

applicable vesting date.The aggregate number of whole AwardShares subject to this Agreement that shall

have become vested as of any date is determined by multiplying the number of AwardShares listed above by

the following percentage and rounding down:

VestingDate

Percentage

Exhibit 10.51

2

Prior to the first anniversary of the Grant Date

0%

On or after the first anniversary of the Grant Date and prior

to the second anniversary of the Grant Date

33.333%

On or after the second anniversary of the Grant Date and

prior to the third anniversary of the Grant Date

66.666%

On or after the third anniversary of the Grant Date

100%

3.

R

ESTRICTIONS ON

T

RANSFER

.

Any attempt to dispose of any such Award Sharesin contravention of this Agreement shall be null and

void and without effect.The Company shall not be required to (i) transfer on its books any AwardShares that

have been sold or transferred in contravention of this Agreement or (ii) treat as the owner of AwardShares, or

otherwise accord voting, dividend, or liquidation rights to, any transferee to whom AwardShares 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

.

Youacknowledge 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 AwardShares.Therefore, the Company expects

to assist you in this regard by facilitating the sale of vested AwardShares, 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 AwardShares will be sold at any particular price or require any particular level of brokerage

commissions.Youhereby irrevocably constitute and appoint the Company’s chief executive officer or

successor and the Company’s chief financial officer or successor,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 AwardShares 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 AwardShares; (iii) 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;(iv) to incur or authorize the incurrence of any necessary or appropriate expense in

connection with the sale of such vested Award Shares;(v) if necessary, to endorse (in blank or otherwise) on

your behalf the certificate(s) representing such vested AwardShares and a stock power or powers attached to

such certificate(s); and (vi) 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

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responsibility or liability for any aspect of offering or selling any vested AwardShares 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 Sharespursuant 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 Sharesare 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 AwardShares or

provide for uncertificated book entry issuance of those Award Shares.

6.

L

EGENDS

.

Until the Award Sharesbecome transferable, the Company may at any time place legends referencing

any restrictions on transfer and any applicable U.S. federal, state, or foreign securities law restrictions on all

certificates representing Award Sharessubject to the provisions of this Agreement.Youshall, at the request

of the Company, promptly present to the Company any and all certificates representing AwardShares in your

possession in order to carry out the provisions of this

Section 6

.

7.

T

AX AND

/

OR

S

OCIAL

I

NSURANCE

W

ITHHOLDING

.

7.1

Generally

.At the time any withholding is required by applicable law, or at any time

thereafter as requested by the Company, you hereby authorize withholding from payroll and any other

amounts payable to you, and otherwise agree to make adequate provision for any sums required to satisfy the

federal, state, local, and foreign tax and social insurance withholding obligations of the Company or its

affiliate, if any, which arise in connection with thegrant or vesting of the Award Shares.The Company shall

have no obligation to deliver shares of Common Stock or issue any Common Stock certificate until you have

satisfied the tax and social insurance withholding obligations of the Company or its affiliate.The Company

may, in its sole discretion, permit you to satisfy,in whole or in part, any tax and social insurance withholding

obligation which may arise in connection with the grant or vesting of AwardShares either by electing to have

the Company withhold the issuance or delivery of shares of Common Stock due to you, or by electing to

deliver to the Company already-owned AwardShares, in either case having a Fair Market Value(as defined in

the Plan) equal to the amount necessary to satisfy the statutory minimum withholding amount due.

7.2

Section 83(b) Election

.If you are a United States taxpayer, you hereby acknowledge

that you have been advised by the Company to seek independent tax advice from your own advisors regarding

the availability and advisability of making an election under Section 83(b) of the Internal Revenue Code of

1986, as amended, and that any such election, if made, must be made within 30 days of the Grant Date.You

expressly acknowledge that you are solely responsible for filing any such Section 83(b) election with the

appropriate governmental authorities, irrespective of the fact that such election is also delivered to the

Company.Youmay not rely on the Company or any of its officers, directors,or employees for tax or legal

advice regarding this award.Youacknowledge that you have sought tax and legal advice from your own

advisors regarding this award or have voluntarily and knowingly foregone such consultation.

8.

R

IGHTS AS A

S

TOCKHOLDER

,

D

IRECTOR

,

OR

C

ONSULTANT

.

8.1

Rights as a Stockholder

.Any or all dividends or other distributions paid on this

Award during the periodof such restrictions shall be accumulated (without interest) or reinvested in additional

Shares, which in either case shall be subject to the same restrictions as this underlying Award orsuch other

restrictions as the Committee may determine. Any accrued dividends attributable to forfeited AwardShares

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shall also be forfeited if and when AwardShares are forfeited. Except as otherwise provided in this Agreement

with respect to restrictions on transfer of any nonvested and forfeitable AwardShares, you are entitled to all

rights of a stockholder of the Company, including the right to vote the AwardShares and accrue dividends

and/or other distributions declared on the Award Shares.

8.2

Director or Consultant Status.

Youunderstand and acknowledge that, except as

otherwise provided in a separate, written service or consulting agreement between you and the Company or an

affiliate, your Service is at the discretion of the Company and is for no specified term.Nothing in this

Agreement or the Plan shall confer upon you any right to continue in the Service of the Company or an

affiliate or interfere in any way with any right of the Company or an affiliate to terminate your Service as a

director or consultant, as the case may be, at any time.

9.

M

ISCELLANEOUS

P

ROVISIONS

.

9.1

Further Instruments.

The parties hereto agree to execute such further instruments and

to take such further action as may reasonably be necessary to carry out the intent of this Agreement.

9.2

Binding Effect; Parties; Entire Agreement.

Subject to the restrictions on transfer set

forth herein, this Agreement shall inure to the benefit of and be binding upon the parties hereto and their

respective heirs, executors, administrators, successors, and assigns.This Agreement is between you and the

Company.This Agreement shall constitute the entire understanding and agreement between you and the

Company with respect to the subject matter contained in this Agreement and supersedes any prior agreements,

understandings, restrictions, representations, or warranties among you and the Company with respect to such

subject matter.

9.3

Amendment

.This Agreement may be amended from time to time by the Company in

its discretion; provided, however, that this Agreement may not be modified in a manner that would have a

materially adverse effect on the AwardShares as determined in the discretion of the Company, exceptas

provided in the Plan or in a written document signed by each of the parties hereto.

9.4

Delivery of Documents and Notices.

Any notice required or permitted under this

Agreement shall be given in writing and shall be deemed effectively given (except to the extent that this

Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery,upon

electronic delivery at the e-mail address, if any, provided for you by the Company,or, upon deposit with an

internationally recognized overnight courier service with postage and fees prepaid, addressed to the other party

at the address of such party set forth in this Agreement or at such other address as such party may designate in

writing from time to time to the other party.

(a)

Description of Electronic Delivery.

This Agreement, the Plan, and any reports

of the Company provided generally to the Company’s stockholders may be delivered to you electronically.

Such means of electronic delivery may include but do not necessarily include the delivery of a link to a

Company intranet or the internet site of a third party involved in administering this Agreement, the delivery of

the document via e-mail or such other means of electronic delivery specified by the Company.

(b)

Consent to Electronic Delivery

.

Youconsent to the electronic delivery of this

Agreement and any reports of the Company provided generally to the Company’s stockholders.You

acknowledge that you may receive from the Company a paper copy of any documents delivered electronically

at no cost to you by contacting the Company by telephone or in writing.Youfurther acknowledge that you

will be provided with a paper copy of any documents if the attempted electronic delivery of such documents

fails.Similarly, you understand that you must provide the Company or any designated third party

administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails.

Youmay revoke your consent to the electronic delivery of documents or may change the electronic mail

address to which such documents are to be delivered (if you have provided an electronic mail address) at any

time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service,

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or electronic mail.Finally, you understand that you are not required to consent to electronic delivery of

documents.

9.5

Applicable Law.

This Agreement shall be governed by the laws of the State of Florida

as such laws are applied to agreements between Florida residents entered into and to be performed entirely

within the State of Florida.

9.6

Counterparts.

This Agreement may be executed in counterparts, each of which shall

be deemed an original, but all of which together shall constitute one and the same instrument.

9.7

No Future Entitlement.

By execution of this Agreement, you acknowledge and agree

that: (i) the grant of AwardShares is a one-time benefit which does not create any contractual or other right to

receive future grants of Award Shares,or compensation in lieu of AwardShares; (ii) all determinations with

respect to any such future grants, including, but not limited to, the times when AwardShares shall be granted

and the maximum number of Award Shares granted,will be at the sole discretion of the Company; (iii) the

value of the Award Sharesis outside the scope of your service or consulting contract,if any; (iv) the value of

the Award Sharesis not part of normal or expected compensation for purposes of calculating any severance,

resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement

benefits, or similar payments; (v) the vesting of the AwardShares ceases upon termination of Service with the

Company or other cessation of eligibility for any reason, except as may otherwise be explicitly provided in

this Agreement; and (vi) no claim or entitlement to compensation or damages arises if the Award Sharesdo

not increase in value and you irrevocably release the Company from any such claim that does arise.Neither

this Agreement nor any provision hereunder shall be construed so as to grant you any right to remain in the

Service of the Company.

9.8

Personal Data

.For the exclusive purpose of implementing, administering, and

managing the AwardShares, you, by execution of this Agreement, consent to the collection, receipt, use,

retention, and transfer, in electronic or other form, of your personal data by and among the Company and its

third party vendors.Youunderstand that personal data (including but not limited to, name, home address,

telephone number, employee number, employment status, social security number,tax identification number,

job, and payroll location, data for tax withholding purposes, and AwardShares granted,forfeited, vested, and

unvested) may be transferred to third parties assisting in the implementation, administration, and management

of the AwardShares and you expressly authorize such transfer as well as the retention, use, and the subsequent

transfer of the data by the recipient(s).Youunderstand that these recipients may be located in your country or

elsewhere, and that the recipient’s country may have different data privacy laws and protections than your

country.Youunderstand that data will be held only as long as is necessary to implement, administer, and

manage the Award Shares.Youunderstand that you may, at any time, request a list with the names and

addresses of any potential recipients of the personal data, view data, request additional information about the

storage and processing of data, require any necessary amendments to data or refuse or withdraw the consents

herein, in any case without cost, by contacting in writing the Company’s legal department representative.You

understand, however, that refusing or withdrawing your consent may affect your ability to accept an Award

Share.

9.9

The Company’s Rights

.The existence of the Award Sharesshall not affect in any way

the right or power of the Company or its stockholders to make or authorize any or all adjustments,

recapitalizations, reorganizations or other changes in the Company’s capital structure or its business,or any

merger or consolidation of the Company, or any issue of bonds,debentures, preferred or other stocks with

preference ahead of or convertible into, or otherwise affecting the Common Stock or the rights thereof, or the

dissolution or liquidation of the Company, or any sale or transfer of all or any part of the Company’sassets or

business, or any other corporate act or proceeding, whether of a similar character or otherwise.

9.10

Adjustments for Corporate Transactions and Other Events

.Adjustments for

corporate transactions and other events will be governed under the terms of the Plan.

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9.11

Conformity with Plan

.This Agreement is intended to conform in all respects with,

and is subject to all applicable provisions of, the Plan.Inconsistencies between this Agreement and the Plan

shall be resolved in accordance with the terms of the Plan.In the event of any ambiguity in this Agreement or

any matters as to which this Agreement is silent, the Plan shall govern.A copy of the Plan is

available upon

request to the Company.

LESAKA TECHNOLOGIES INC.DIRECTOR

By:

ItsSignature

Date: ____________________________Date: _______________________________

Address:President Place

4th FloorAddress

Johannesburg 2196

South Africa