EVO PAYMENTS, INC.
FIRST AMENDMENT TO CHAIRMAN AND CONSULTING AGREEMENT
This First Amendment to Chairman and Consulting Agreement (this “Amendment”) is effective as of April 21, 2020, by and among EVO Payments, Inc., a Delaware corporation (the “Company”), and Rafik R. Sidhom. Capitalized terms used in this Amendment that are not otherwise defined herein shall have the respective meanings assigned to them in the Chairman and Consulting Agreement (as defined below).
WHEREAS, the Company and Mr. Sidhom are each party to the Chairman and Consulting Agreement, dated as of May 25, 2018 (the “Chairman and Consulting Agreement”); and
WHEREAS, Mr. Sidhom has been asked to enter into a support agreement in connection with the purchase of shares of the Company’s Series A Convertible Preferred Stock, par value $0.0001 per share, by certain affiliates of Madison Dearborn Capital Partners, LLC, and, in connection with the entry into such support agreement, the Company and Mr. Sidhom desire to amend the Chairman and Consulting Agreement to make certain agreements regarding the conduct of the 2021 Annual Meeting (as defined below).
NOW, THEREFORE, in consideration of the mutual covenants and obligations set forth in this Amendment, and of other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1. Amendments and Waivers of the Chairman and Consulting Agreement.
(a) Conduct of the 2021 Annual Meeting. Mr. Sidhom waives the Company’s obligations under Section 3 of the Chairman and Consulting Agreement prohibiting the Company from holding its annual meeting of stockholders to be held in calendar year 2021 at which directors are to be elected (the “2021 Annual Meeting”) until after May 25, 2021 (the “Three-Year IPO Anniversary”).
(b) Nomination of Mr. Sidhom as Director at the 2021 Annual Meeting. If the record date or meeting date for the 2021 Annual Meeting occurs on or prior to the Three-Year IPO Anniversary, (i) the Company shall nominate Mr. Sidhom for election to the Company’s Board of Directors (the “Board”) at the 2021 Annual Meeting and (ii) Mr. Sidhom shall not vote with regard to his own election to the Board at the 2021 Annual Meeting.
(c) No Other Amendments. Other than as specifically altered by this Section 1, the Chairman and Consulting Agreement shall continue in full force and effect in accordance with its terms.
2. Governing Law; Exclusive Forum. This Amendment shall be interpreted in accordance with, and the rights of the parties hereto shall be determined by, the laws of the State of Delaware without reference to that state’s conflicts of laws principles. Each party to this Amendment irrevocably and unconditionally consents to submit to the sole and exclusive jurisdiction of the Court of Chancery in the State of Delaware (the “Delaware Chancery Court”) for any litigation (whether based on contract, tort or otherwise), directly or indirectly, arising out
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered, all as of the date first set forth above.
EVO PAYMENTS, INC.
By: /s/ Steven J. de Groot
Name: Steven J. de Groot
Title:Executive Vice President, General Counsel and Secretary
/s/ Rafik R. Sidhom
Rafik R. Sidhom