Contract

 
 
 
 
 
 
 
 
1
CONSULTING
 
AGREEMENT
 
Agreement
”) is entered into by
 
and between Lesaka Technologies,
 
Inc., a Florida corporation
(“
Company
”), and Xxxxx Xxxxx (“
Consultant
”) effective as March 1, 2024
 
(the “
Effective Date
”).
 
WHEREAS, the Company wishes to engage Consultant on a consulting
 
basis for a limited period of time.
1.
Retention of Services.
 
Effective March 1,
 
2024, the Company shall
 
retain Consultant, and Consultant
 
agrees to be
retained by the Company on a consulting basis to consult with the Company on such matters as the Company may reasonably request
from time to time, including, but not limited to, the
 
transition of Xxx Xxxxxxxxxxx to the role of Executive Chairman,
 
M&A and post-
merger integration, and financial and personnel matters (the “
Services
”) until Services are terminated in accordance with Section 1(h)
hereof.
 
It is
 
expected that
 
Consultant will
 
be available
 
to provide
 
Services for
 
at least
 
twenty percent
 
(20%) of
 
his business
 
time.
 
Consultant shall
 
report to
 
the Executive
 
Chairman of the
 
Board of Directors
 
(the “Board”)
 
or his designee.
 
For purposes of
 
clarity,
Consultant
 
shall
 
act
 
in
 
an
 
advisory
 
role
 
only
 
and
 
shall
 
not be
 
authorized
 
to act
 
on
 
behalf of
 
the
 
Company
 
or
 
otherwise
 
direct
 
the
business of the Company without the approval of the Executive Chairman
 
or his designee.
(a)
Consulting
 
Fees.
 
The
 
Consultant
 
shall
 
receive
 
a
 
consulting
 
fee
 
in
 
the
 
amount
 
of
 
$11,333
 
per
 
month,
 
plus
 
any
applicable value-added tax (VAT),
 
prorated for a partial month (“
Consulting Fee
”), and paid in monthly instalments in arrears
 
on the
last business
 
day of
 
the month
 
following the
 
month in
 
which the
 
Services were
 
rendered.
 
Upon the
 
termination of
 
this Agreement,
Consultant shall be entitled to receive all unpaid Consulting Fees accrued
 
up to the date of termination.
(b)
Independent
 
Contractor
 
Relationship.
 
During
 
the
 
time
 
that
 
the
 
Consultant
 
provides
 
Services,
 
the
 
Consultant’s
relationship with
 
the Company will
 
be that of
 
an independent contractor,
 
and nothing in
 
this Agreement is
 
intended to, or
 
should be
construed
 
to, create
 
a partnership,
 
agency,
 
joint venture
 
or employment
 
relationship.
 
Consultant
 
will not
 
be entitled
 
to any
 
of the
benefits
 
that the
 
Company
 
may make
 
available to
 
its employees,
 
including, but
 
not limited
 
to, group
 
health, life
 
insurance,
 
profit-
sharing or retirement benefits, paid vacation,
 
holidays or sick leave.
 
Consultant will be solely responsible for
 
obtaining any business
or similar licenses required by any governmental authority for him to perform the Services.
 
Consultant will be solely responsible for,
and will file on a timely basis, all tax returns and payments
 
required to be filed with, or made to, any tax authority
 
with respect to the
Services and receipt of compensation under this Agreement.
This Agreement constitutes a
 
contract for the
 
provision of services
 
and not a
 
contract of employment.
 
As such, the
 
Consultant
shall bear
 
exclusive responsibility
 
for the
 
payment of
 
any National
 
Insurance,
 
income tax
 
and any
 
other form
 
of taxation
 
or social
security cost (“
Taxation
”) in respect of payments made to him
 
under this Agreement including the
 
payment of Taxation.
 
Consultant
shall indemnify the Company against any liability, loss, damage, cost, claim or expense for the employee portion of any such loss that
the
 
Company
 
suffers
 
or
 
incurs
 
as
 
a
 
result
 
of
 
any
 
claims
 
against
 
the
 
Company
 
arising
 
out
 
of
 
the
 
Consultant
 
being
 
found
 
to
 
be
 
an
employee of
 
the Company
 
(including, without
 
limitation, any
 
claims against
 
the Company
 
for any Taxation
 
and other contributions
required by law to be paid by employees in respect of any Consulting Fees made
 
to the Consultant under this Agreement).
Without prejudice
 
to the indemnity in
 
this Section 1(b), if,
 
for any reason, the
 
Company shall become liable
 
to pay,
 
or shall
pay,
 
any Taxation
 
or other
 
payments as
 
referred to
 
in this
 
Section 1(b), the
 
Company shall
 
be entitled
 
to deduct
 
from any
 
amounts
payable to the Consultant hereunder
 
all amounts so paid or required
 
to be paid by the Company
 
and, to the extent that any amount
 
of
taxes paid or required to
 
be paid by the
 
Consultant shall exceed the amounts
 
payable by the Company to
 
the Consultant, the Consultant
shall indemnify the Company in respect of such liability and shall, upon demand,
 
forthwith reimburse the Company such excess.
(c)
Method
 
of
 
Performing
 
Services.
 
In
 
accordance
 
with
 
the
 
Company’s
 
objectives,
 
Consultant
 
will
 
determine
 
the
method, details and
 
means of performing
 
the Services within
 
the parameters established
 
by the Company.
 
The Company shall
 
have
no right to,
 
and shall not,
 
control the manner
 
or determine the
 
method of performing
 
the Services.
 
Consultant shall provide
 
the Services
to the reasonable satisfaction of the Company and in compliance with all applicable
 
laws.
 
(d)
Workplace, Hours and Instrumentalities.
 
Consultant may perform
 
the Services
 
at any place
 
or location as
 
determined
by Consultant.
 
Consultant shall also determine the days and times for performing the Services; provided, in no event shall Consultant
be
 
required
 
to
 
provide
 
Services
 
in
 
excess
 
of
 
96
 
hours
 
per
 
month.
 
Consultant
 
agrees
 
to
 
provide
 
all
 
equipment,
 
supplies
 
and
instrumentalities, if
 
any,
 
required to
 
perform the
 
Services.
 
Consultant shall
 
be reimbursed
 
by the
 
Company for
 
travel expenses
 
and
any
 
other
 
expenses
 
incurred
 
for
 
the
 
sole
 
purpose
 
of
 
providing
 
the
 
Services
 
consistent
 
with
 
the
 
budget
 
approved
 
by
 
the
 
Company
provided such expenses have
 
been (a) documented by Consultant
 
in accordance with the Company’s
 
policies and applicable law and
(b)
 
all
 
expenses
 
have
 
been
 
specifically
 
approved
 
in
 
advance
 
in
 
writing
 
by
 
an
 
authorized
 
officer
 
of
 
the
 
Company.
 
In
 
all
 
events,
acceptable documentation of
 
expenses must
 
be submitted to
 
the Company no
 
later than
 
sixty (60)
 
days following the
 
date such expenses
were incurred, and the Company shall reimburse Consultant within thirty
 
(30) days following receipt of such documented expenses.
(e)
Ownership and Return of Company
 
Property.
 
All materials (including, without limitation,
 
documents, technology,
research, reports, drawings, models, apparatus, designs, lists, all other tangible
 
media of expression), equipment, documents, data, and
other property furnished
 
to Consultant by
 
the Company or
 
made by Consultant
 
in the
 
performance of the
 
Services under this
 
Agreement
(collectively, the “
Company Property
”) are the sole and exclusive property of the Company.
 
Upon termination of this Agreement, or
at
 
any
 
time
 
upon
 
the
 
Company’s
 
request,
 
Consultant
 
shall
 
destroy
 
or
 
deliver
 
to
 
the
 
Company,
 
at
 
the
 
Company’s
 
option:
 
(a) all
Exhibit 10.47
 
 
 
 
 
 
 
 
 
 
 
 
2
Company Property
 
and (b) all
 
tangible media
 
of expression
 
in Consultant’s
 
possession or
 
control which
 
incorporate or
 
contain any
Confidential Information (as defined herein).
(f)
Observance
 
of
 
Company
 
Rules.
 
At
 
all
 
times
 
while
 
on
 
the
 
Company’s
 
premises,
 
Consultant
 
will
 
observe
 
the
Company’s rules and regulations
 
with respect to conduct, health and safety and protection of persons and property.
(g)
Non-Exclusivity; No Conflict of Interest.
 
This Agreement is not exclusive for
 
either party; provided that Consultant
shall not perform work or accept an obligation inconsistent or
 
incompatible with Consultant’s obligations, or the scope of the Services
rendered for Company under this Agreement.
(h)
Termination.
 
This Agreement shall extend until January 31, 2025, subject to earlier
 
termination as follows:
i.
Termination by Company.
 
Company may terminate this Agreement
 
at any time, with
 
termination effective
ninety (90) days after Company’s
 
delivery to Consultant of written notice of termination.
 
ii.
Termination
 
by Consultant.
 
Consultant may terminate
 
this Agreement at any
 
time, with such termination
effective ninety (90) days after Consultant’s
 
delivery to Company of written notice of termination.
 
In such case, no further payments
under this Agreement
 
shall be made to
 
Consultant by the Company
 
other than Consulting Fees
 
accrued through the
 
termination date
and reimbursement for any expenses incurred by Consultant through
 
the termination date.
iii.
Termination
 
for Material Breach.
 
Either party may terminate this Agreement
 
at any time in the event that
the other party is in material breach of any material provision of this Agreement and fails to cure such breach within
 
fifteen (15) days
following receipt
 
of written
 
notice from
 
the non-breaching
 
party of
 
such breach,
 
with such
 
termination to
 
be effective
 
immediately
upon written notice to the breaching party. In such case, no further payments under this Agreement shall be
 
made to Consultant by the
Company other than
 
Consulting Fees accrued
 
through the termination
 
date and reimbursement
 
for any expenses
 
incurred by Consultant
through the termination
 
date.
 
For avoidance of
 
doubt, a material breach
 
by Consultant shall include
 
failure to time provide
 
Services
to the Company’s reasonable
 
satisfaction.
2.
Indemnification.
 
Consultant does
 
not have
 
a right
 
to indemnification
 
with respect
 
to the
 
services provided
 
under
this
 
Agreement
 
under
 
Company’s
 
articles
 
of
 
incorporation,
 
bylaws
 
or
 
any
 
insurance
 
policy;
 
provided
 
however,
 
nothing
 
in
 
this
Agreement
 
shall
 
supersede
 
or
 
otherwise
 
impair
 
Xx.
 
Xxxxx’x
 
rights
 
to
 
indemnification
 
for
 
services
 
provided
 
as
 
a
 
member
 
of
 
the
Company’s Board.
3.
Publicity; Non-disparagement.
(a)
Except as
 
required by
 
applicable law,
 
neither party
 
will issue,
 
absent prior
 
written consent
 
of the
 
other party,
 
any
press release
 
or make
 
any public
 
announcement with
 
respect to
 
this Agreement
 
or the
 
consulting relationship
 
between them,
 
or the
ending of such relationship (except as required by applicable securities
 
laws or exchange requirements).
(b)
To
 
the extent permitted
 
by law,
 
from and
 
after the Effective
 
Date, Consultant
 
shall not, in
 
public or private,
 
make
any false,
 
disparaging, derogatory
 
or defamatory
 
statements to
 
any person
 
or entity,
 
including, but
 
not limited
 
to, any
 
media outlet,
industry group, financial institution or current or former
 
employee, current or future Board member,
 
consultant, client or customer of
the Company,
 
regarding the Company
 
or the Company’s
 
business affairs,
 
business prospects,
 
or financial
 
condition.
 
In turn, and
 
to
the extent permitted
 
by law,
 
from and after
 
the Effective
 
Date, the Company
 
shall not,
 
and shall cause
 
its senior management
 
team,
Board
 
members
 
and
 
other
 
Company
 
Parties
 
not
 
to,
 
in
 
public
 
or
 
private,
 
make
 
any
 
false,
 
disparaging,
 
derogatory
 
or
 
defamatory
statements about Consultant to
 
any person or entity, including, but
 
not limited to, any
 
media outlet, industry group,
 
financial institution
or current or former employee, Board member, consultant, client
 
or customer of the Company.
 
Notwithstanding the foregoing, it shall
not be
 
a breach
 
of this
 
provision, or
 
of this
 
Agreement, for
 
any person
 
to provide
 
testimony or
 
make any
 
statement (i)
 
to any
 
court,
government agency or
 
law enforcement authority
 
when required to do
 
so by subpoena, court
 
order, law or
 
administrative regulation,
(ii) to
 
any securities
 
regulator or
 
stock exchange
 
or market
 
when required
 
to do
 
so by
 
subpoena, court
 
order,
 
law or
 
administrative
regulation,
 
if
 
in
 
either
 
of
 
the
 
foregoing
 
cases,
 
he
 
or
 
she
 
reasonably
 
believes
 
such
 
testimony
 
or
 
statement
 
to
 
be
 
truthful,
 
even
 
if
disparaging or derogatory; or (iii) as reasonably necessary in any legal
 
action to enforce the terms of this Agreement.
4.
General Provisions.
a.
Successors and Assigns.
 
The rights and obligations of the Company under this Agreement shall inure to the benefit
of and shall be binding upon the successors and assigns of the Company.
 
Consultant shall not be entitled to assign any of his rights or
obligations under this Agreement.
b.
Waiver.
 
Either party’s
 
failure to
 
enforce any
 
provision of
 
this Agreement
 
shall not
 
in any
 
way be
 
construed as
 
a
waiver of any such provision, or prevent that party thereafter from
 
enforcing each and every other provision of this Agreement.
c.
Modification; Severability.
 
In the event any provision of this Agreement is found to be unenforceable by a court of
competent jurisdiction, such provision shall be deemed modified to the extent necessary
 
to allow enforceability of the provision as so
limited,
 
it being
 
intended
 
that the
 
parties shall
 
receive
 
the benefit
 
contemplated
 
herein to
 
the fullest
 
extent
 
permitted by
 
law.
 
If a
 
 
 
 
 
 
3
deemed modification
 
is not satisfactory
 
in the judgment
 
of such court,
 
the unenforceable provision
 
shall be deemed
 
deleted, and the
validity and enforceability of the remaining provisions shall not be
 
affected thereby.
d.
Governing Law.
 
This Agreement
 
will be
 
governed by
 
and construed
 
in accordance
 
with the
 
laws of
 
the State
 
of
New York.
 
Each party consents to the jurisdiction and venue of the state or federal courts in
 
the State of New York,
 
as applicable, in
any action, suit, or proceeding arising out of or relating to this Agreement.
e.
Notices.
 
All notices, requests, demands, and other communications under this Agreement shall be in writing signed
by or on behalf of the party making the
 
same and shall be deemed to have been duly given
 
when delivered in person, or
 
by email with
receipt confirmed
 
addressed to
 
the other
 
party as
 
set forth
 
on the
 
signature pages
 
hereof.
 
Either party
 
may change
 
the designated
person or address to which notices are to be sent by giving written notice to the other party
 
in the manner set forth herein.
f.
Counterparts.
 
This
 
Agreement
 
may
 
be
 
executed
 
in
 
counterparts
 
and
 
by
 
facsimile
 
or
 
electronic
 
mail,
 
and
 
each
counterpart and facsimile or
 
electronic transmission shall have
 
the same force and
 
effect as an original
 
and shall constitute an
 
effective,
binding agreement
 
on the part
 
of each
 
of the undersigned.
 
For all
 
purposes, a
 
facsimile copy
 
or electronic
 
copy of
 
this Agreement,
including the signature pages hereto, shall be deemed an original.
g.
Entire
 
Agreement.
 
This
 
Agreement
 
constitutes
 
the
 
entire
 
agreement
 
between
 
the
 
parties
 
relating
 
to
 
this
 
subject
matter and
 
supersedes all
 
prior or
 
simultaneous representations,
 
discussions, negotiations,
 
and agreements,
 
whether written
 
or oral;
provided,
 
however,
 
that this provision
 
is not intended
 
to abrogate
 
any other
 
written agreement
 
between the
 
parties executed
 
with or
after this Agreement.
 
This Agreement may be amended or modified only with the written consent of the Company
 
and Consultant.
[SIGNATURE
 
PAGE
 
FOLLOWS]
 
 
4
NOW, THEREFORE,
 
is agreed by and between the undersigned as follows:
THE PARTIES
 
TO THIS AGREEMENT HAVE
 
READ THE FOREGOING AGREEMENT AND FULLY
 
UNDERSTAND
 
EACH
AND EVERY
 
PROVISION
 
CONTAINED
 
HEREIN.
 
WHEREFORE, THE
 
PARTIES
 
HAVE
 
EXECUTED THIS
 
AGREEMENT
ON THE DATES
 
SHOWN BELOW TO BE EFFECTIVE AS OF THE EFFECTIVE DATE.
Lesaka Technologies,
 
Inc.
Dated:
 
March 1, 2024
 
/s/ Xxxxx X. Xxxx
Xxxxx X. Xxxx
Notice Address: xxxxx.xxxx@xxxxxxxxxx.xxx
Lesaka Technologies,
 
Inc.
President Place, 4th floor
Cnr. Xxx Xxxxx Avenue
 
and Xxxxxx Road
Rosebank, Johannesburg
South Africa
Attention: Xxxxx X. Xxxx
Dated:
 
March 1, 2024
/s/ Xxxxx Xxxxx
Xxxxx Xxxxx
Notice Address: XXX
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Filed: May 8th, 2024
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