CREDIT AGREEMENT dated as of May 30, 2012 among EVO PAYMENTS INTERNATIONAL, LLC, as the Borrower THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors THE LENDERS FROM TIME TO TIME PARTY HERETO, SUNTRUST BANK, as Administrative Agent,...Credit Agreement • May 7th, 2018 • EVO Payments, Inc. • Services-business services, nec • New York
THIS CREDIT AGREEMENT (this “Agreement”) is made and entered into as of May 30, 2012, by and among EVO PAYMENTS INTERNATIONAL, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein), and SUNTRUST BANK, in its capacities as the Administrative Agent, the Issuing Bank and the Swingline Lender.
EVO INVESTCO, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as ofLimited Liability Company Agreement • May 21st, 2018 • EVO Payments, Inc. • Services-business services, nec • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of [●], is entered into by and among EVO Investco, LLC, a Delaware limited liability company (the “Company”), and its Members.
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 7th, 2018 • EVO Payments, Inc. • Services-business services, nec • New York
THIS CREDIT AGREEMENT (this “Agreement”) is made and entered into as of May 30, 2012, by and among EVO PAYMENTS INTERNATIONAL, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein), and SUNTRUST BANK, in its capacities as the Administrative Agent, the Issuing Bank and the Swingline Lender.
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 21st, 2018 • EVO Payments, Inc. • Services-business services, nec • Delaware
This INDEMNIFICATION AGREEMENT is made and executed effective as of [●], by and between EVO Payments, Inc., a Delaware corporation (the “Company”), and [●], an individual resident of the State of [●] (the “Indemnitee”).
EVO Payments, Inc. 4,500,000 Shares of Class A Common Stock, par value $0.0001 per share Underwriting AgreementUnderwriting Agreement • November 30th, 2020 • EVO Payments, Inc. • Services-business services, nec • New York
EVO Payments, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to J.P. Morgan Securities LLC (the “Underwriter”) an aggregate of 4,500,000 shares of Class A common stock, par value $0.0001 per share, of the Company (the “Shares”). The shares of Class A common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock.”
EMPLOYMENT AGREEMENTEmployment Agreement • February 27th, 2020 • EVO Payments, Inc. • Services-business services, nec • Georgia
This EMPLOYMENT AGREEMENT (this “Agreement”), is made and entered into effective as of November 18, 2019 (the “Effective Date”), by and between EVO Payments, Inc, a Delaware corporation (the “Company”), and Thomas E. Panther (“Executive”).
EVO PAYMENTS, INC. Restricted Stock Unit Agreement (Stock Settled)Restricted Stock Unit Agreement • May 21st, 2018 • EVO Payments, Inc. • Services-business services, nec • Delaware
This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into by and between EVO Payments, Inc., a Delaware corporation (the “Company”) and [NAME] (the “Grantee”).
FIRST LIEN CREDIT AGREEMENT dated as of December 22, 2016 among EVO PAYMENTS INTERNATIONAL, LLC, as the Borrower THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors THE LENDERS FROM TIME TO TIME PARTY HERETO, SUNTRUST BANK, as...First Lien Credit Agreement • May 7th, 2018 • EVO Payments, Inc. • Services-business services, nec • New York
THIS FIRST LIEN CREDIT AGREEMENT (this “Agreement”) is made and entered into as of December 22, 2016, by and among EVO PAYMENTS INTERNATIONAL, LLC, a Delaware limited liability company (“EVO” or the “Borrower”), each Subsidiary joined hereto as a “Designated Borrower” from time to time, the Guarantors (defined herein), the Lenders (defined herein), and SUNTRUST BANK, in its capacities as the Administrative Agent, the Issuing Bank and the Swingline Lender.
EVO PAYMENTS, INC. Restricted Stock Award AgreementRestricted Stock Award Agreement • May 21st, 2018 • EVO Payments, Inc. • Services-business services, nec • Delaware
This Restricted Stock Award Agreement (this “Agreement”) is made and entered into by and between EVO Payments, Inc., a Delaware corporation (the “Company”) and [NAME] (the “Grantee”).
EVO PAYMENTS, INC. Performance Unit Award AgreementPerformance Unit Award Agreement • May 21st, 2018 • EVO Payments, Inc. • Services-business services, nec • Delaware
This Performance Unit Award Agreement (this “Agreement”) is made and entered into as of [DATE] (the “Grant Date”) by and between EVO Payments, Inc., a Delaware corporation (the “Company”) and [NAME] (the “Grantee”).
TAX RECEIVABLE AGREEMENT by and among EVO PAYMENTS, INC. EVO INVESTCO, LLC THE MEMBERS OF EVO INVESTCO, LLC FROM TIME TO TIME PARTY HERETO Dated as of [ ]Tax Receivable Agreement • May 21st, 2018 • EVO Payments, Inc. • Services-business services, nec • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of [•], is hereby entered into by and among EVO Payments, Inc., a Delaware corporation (the “Corporation”), EVO Investco LLC, a Delaware limited liability company (the “Operating Company”), Madison Dearborn Capital Partners VI-C, L.P., a Delaware limited partnership (the “Original Call Option Holder”) and each of the Members from time to time party hereto. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.1.
EVO PAYMENTS, INC. Nonqualified Stock Option AgreementNonqualified Stock Option Agreement • May 21st, 2018 • EVO Payments, Inc. • Services-business services, nec • Delaware
This Nonqualified Stock Option Agreement (this “Agreement”) is made and entered into by and between EVO Payments, Inc., a Delaware corporation (the “Company”) and [NAME] (the “Participant”).
SECOND LIEN CREDIT AGREEMENT dated as of December 22, 2016 among EVO PAYMENTS INTERNATIONAL, LLC, as the Borrower THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the Guarantors THE LENDERS FROM TIME TO TIME PARTY HERETO, SunTrust Bank, as...Second Lien Credit Agreement • May 7th, 2018 • EVO Payments, Inc. • Services-business services, nec • New York
THIS SECOND LIEN CREDIT AGREEMENT (this “Agreement”) is made and entered into as of December 22, 2016, by and among EVO PAYMENTS INTERNATIONAL, LLC, a Delaware limited liability company (“EVO” or the “Borrower”), the Guarantors (defined herein), the Lenders (defined herein), and SunTrust Bank, in its capacity as the Administrative Agent.
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • August 10th, 2018 • EVO Payments, Inc. • Services-business services, nec • Delaware
This Director Nomination Agreement (this “Agreement”) is made on May 22, 2018, to become effective on May 25, 2018 simultaneously with the effectiveness of the Bylaws (as defined below) (the “Effective Date”), by and among EVO Payments, Inc., a Delaware corporation (the “Company”), Madison Dearborn Partners, LLC, Madison Dearborn Partners VI-A&C, L.P., Madison Dearborn Capital Partners VI-C, L.P., Madison Dearborn Partners VI-B, L.P., Madison Dearborn Capital Partners VI-B, L.P., Madison Dearborn Capital Partners VI Executive-B, L.P., MDCP VI-C Cardservices Splitter, L.P., MDCP Cardservices LLC and MDCP VI-C Cardservices Blocker Corp. (collectively, “MDP”).
EMPLOYMENT AGREEMENTEmployment Agreement • April 25th, 2018 • EVO Payments, Inc. • Services-business services, nec
THIS EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of the 1st day of January, 2015 (the “Effective Date”), by and between EVO Payments International UK Ltd, a UK company, with address located at 11 Old Jewry, 7th floor, London, EC2R 8DU (hereinafter referred to as “Company”), and Darren Wilson, located at Orchard Lea, Whilborough, Newton Abbot, Devon, UK, TQ12 5LP (hereinafter referred to as “Employee”).
REGISTRATION RIGHTS AGREEMENT Dated as of May 22, 2018Registration Rights Agreement • August 10th, 2018 • EVO Payments, Inc. • Services-business services, nec • Delaware
WHEREAS, the Company is currently pursuing an initial public offering of its Class A Common Stock, the proceeds of which will be used to purchase newly-issued common units in EVO Investco, LLC; and
EXCHANGE AGREEMENTExchange Agreement • May 21st, 2018 • EVO Payments, Inc. • Services-business services, nec • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of [●], by and among EVO Investco, LLC, a Delaware limited liability company (the “Company”), EVO Payments, Inc., a Delaware corporation (“Pubco”), the holders of Common Units in the Company and shares of Class C Common Stock or Class D Common Stock of Pubco, and the Call Option Holder, from time to time party hereto (each, a “Holder”).
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 23rd, 2022 • EVO Payments, Inc. • Services-business services, nec
This AMENDMENT (“Amendment”) to that certain AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Employment Agreement”) dated April 1, 2018, by and between EVO Investco, LLC, a Delaware limited liability company (the “Company”), and James G. Kelly (“Executive”), is made and entered into effective as of February 18, 2022 (the “Effective Date”).
CHAIRMAN AND CONSULTING AGREEMENTChairman and Consulting Agreement • August 10th, 2018 • EVO Payments, Inc. • Services-business services, nec • Delaware
This CHAIRMAN AND CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of May 25, 2018 by and between EVO Payments, Inc., a Delaware corporation (the “Company”), and Rafik R. Sidhom.
EVO PAYMENTS, INC. FIRST AMENDMENT TO CHAIRMAN AND CONSULTING AGREEMENTChairman and Consulting Agreement • May 8th, 2020 • EVO Payments, Inc. • Services-business services, nec • Delaware
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).
TAX RECEIVABLE AGREEMENT by and among EVO PAYMENTS, INC. EVO INVESTCO, LLC THE MEMBERS OF EVO INVESTCO, LLC FROM TIME TO TIME PARTY HERETO Dated as of May 25, 2018Tax Receivable Agreement • August 10th, 2018 • EVO Payments, Inc. • Services-business services, nec • Delaware
This TAX RECEIVABLE AGREEMENT (this “Agreement”), dated as of May 25, 2018, is hereby entered into by and among EVO Payments, Inc., a Delaware corporation (the “Corporation”), EVO Investco LLC, a Delaware limited liability company (the “Operating Company”), Madison Dearborn Capital Partners VI-C, L.P., a Delaware limited partnership (the “Original Call Option Holder”) and each of the Members from time to time party hereto. Capitalized terms used but not otherwise defined herein have the respective meanings set forth in Section 1.1.
AMENDMENT NUMBER ONE TO EXCHANGE AGREEMENTExchange Agreement • November 8th, 2018 • EVO Payments, Inc. • Services-business services, nec • Delaware
AMENDMENT NUMBER ONE TO EXCHANGE AGREEMENT (this “Amendment”), dated as of November 5, 2018, by and among EVO Investco, LLC, a Delaware limited liability company (the “Company”), EVO Payments, Inc., a Delaware corporation (“Pubco”), the holders of Common Units in the Company and shares of Class C Common Stock or Class D Common Stock of Pubco, and the Call Option Holder, from time to time party hereto (each, a “Holder”).
Performance Stock Unit AgreementPerformance Stock Unit Agreement • February 23rd, 2022 • EVO Payments, Inc. • Services-business services, nec • Delaware
This Performance Stock Unit Agreement (this “Agreement”) is made and entered into by and between EVO Payments, Inc., a Delaware corporation (the “Company”) and /$GranteeName$/ (the “Grantee”), pursuant to the EVO Payments, Inc. Amended and Restated 2018 Omnibus Incentive Stock Plan (the “Plan”). Capitalized terms that are used but not defined herein have the meaning ascribed to them in the Plan.
Performance Stock Unit Agreement Stock Price Performance ThresholdsPerformance Stock Unit Agreement • February 23rd, 2022 • EVO Payments, Inc. • Services-business services, nec • Delaware
This Performance Stock Unit Agreement (this “Agreement”) is made and entered into by and between EVO Payments, Inc., a Delaware corporation (the “Company”) and /$GranteeName$/ (the “Grantee”), pursuant to the EVO Payments, Inc. Amended and Restated 2018 Omnibus Incentive Stock Plan (the “Plan”). Capitalized terms that are used but not defined herein have the meaning ascribed to them in the Plan.
AMENDED & RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 23rd, 2022 • EVO Payments, Inc. • Services-business services, nec
THIS AMENDED & RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is made effective as of the 23rd day of February, 2022 (the “Effective Date”), by and between EVO Payments International UK Ltd, a UK company, with address located at 1 Bartholomew Lane, London, England, EC2N 2AX (hereinafter referred to as “Company”), and Darren Wilson, located at Orchard Lea, Whilborough, Newton Abbot, Devon, UK, TQ12 5LP (hereinafter referred to as “Employee”).
SEVENTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 7th, 2018 • EVO Payments, Inc. • Services-business services, nec • New York
THIS SEVENTH AMENDMENT TO CREDIT AGREEMENT, dated as of March 22, 2016 (this “Agreement”), is entered into among EVO PAYMENTS INTERNATIONAL, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors party hereto, the Lenders party hereto and SUNTRUST BANK, as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (as defined below).
EVO PAYMENTS, INC. Incentive Stock Option AgreementIncentive Stock Option Agreement • May 7th, 2018 • EVO Payments, Inc. • Services-business services, nec • Delaware
This Incentive Stock Option Agreement (this “Agreement”) is made and entered into by and between EVO Payments, Inc., a Delaware corporation (the “Company”) and [NAME] (the “Participant”).
EVO PAYMENTS, INC. FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 22nd, 2020 • EVO Payments, Inc. • Services-business services, nec • Delaware
This First Amendment to Registration Rights Agreement is effective as of April 21, 2020 (the “Amendment”), by and among EVO Payments, Inc., a Delaware corporation (the “Company”) and each of the undersigned stockholders of the Company. Capitalized terms used in this Amendment that are not otherwise defined herein shall have the respective meanings assigned to them in the Registration Rights Agreement.
SECOND INCREMENTAL AMENDMENT AGREEMENT dated as of April 3, 2018 to the FIRST LIEN CREDIT AGREEMENT dated as of December 22, 2016 among EVO PAYMENTS INTERNATIONAL, LLC, as the Borrower THE SUBSIDIARIES OF THE BORROWER IDENTIFIED HEREIN, as the...Second Incremental Amendment Agreement • May 7th, 2018 • EVO Payments, Inc. • Services-business services, nec • New York
THIS INCREMENTAL TERM LOAN AMENDMENT AGREEMENT dated as of April 3, 2018 (this “Agreement”) is by and among the Lenders identified on the signature pages hereto (collectively, the “Incremental Lenders”), EVO PAYMENTS INTERNATIONAL, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors identified herein, and SUNTRUST BANK, as Administrative Agent, Swingline Lender and Issuing Bank. Capitalized terms used herein but not otherwise defined herein shall have the meanings provided in the Credit Agreement.
RESTATEMENT AGREEMENT TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • June 14th, 2018 • EVO Payments, Inc. • Services-business services, nec • New York
THIS AMENDED AND RESTATED FIRST LIEN CREDIT AGREEMENT (this “Agreement”) is made and entered into as of June 14, 2018, by and among EVO PAYMENTS INTERNATIONAL, LLC, a Delaware limited liability company (“EVO” or the “Borrower”), each Subsidiary joined hereto as a “Designated Borrower” from time to time, the Guarantors (defined herein), the Lenders (defined herein), the Administrative Agent and the Issuing Bank.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • May 7th, 2018 • EVO Payments, Inc. • Services-business services, nec • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of December 22, 2017 (this “Agreement”), is entered into among EVO PAYMENTS INTERNATIONAL, LLC, a Delaware limited liability company (the “Borrower”), the Guarantors party hereto, the Revolving Lenders party hereto and SUNTRUST BANK, as Administrative Agent, Swingline Lender and Issuing Bank. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Credit Agreement (as defined below).
EVO PAYMENTS, INC. Nonqualified Stock Option AgreementNonqualified Stock Option Agreement • May 7th, 2018 • EVO Payments, Inc. • Services-business services, nec • Delaware
This Nonqualified Stock Option Agreement (this “Agreement”) is made and entered into by and between EVO Payments, Inc., a Delaware corporation (the “Company”) and [NAME] (the “Participant”).
AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 25th, 2021 • EVO Payments, Inc. • Services-business services, nec
This AMENDMENT (“Amendment”) to that certain AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Employment Agreement”) dated April 1, 2018 by and between EVO Investco, LLC, a Delaware limited liability company (the “Company”), and Michael L. Reidenbach (“Executive”), is made and entered into effective as of February 24, 2021 (the “Effective Date”).
EXCHANGE AGREEMENTExchange Agreement • August 10th, 2018 • EVO Payments, Inc. • Services-business services, nec • Delaware
EXCHANGE AGREEMENT (this “Agreement”), dated as of May 22, 2018, and to become effective as of the effectiveness of the LLC Agreement (as defined below), by and among EVO Investco, LLC, a Delaware limited liability company (the “Company”), EVO Payments, Inc., a Delaware corporation (“Pubco”), the holders of Common Units in the Company and shares of Class C Common Stock or Class D Common Stock of Pubco, and the Call Option Holder, from time to time party hereto (each, a “Holder”).
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • May 21st, 2018 • EVO Payments, Inc. • Services-business services, nec • New York
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of May [●], 2018 and effective as of the Effective Date (as defined below), is hereby entered into by and between EVO Investco, LLC, a Delaware limited liability company (the “Assignor”), and EVO Payments, Inc., a Delaware corporation (the “Assignee”).
