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.
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. [ 🌑 ] Shares of Class A Common Stock, no par value Underwriting AgreementUnderwriting Agreement • May 21st, 2018 • EVO Payments, Inc. • Services-business services, nec • New York
EVO Payments, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 13,333,333 shares of Class A common stock, no par value, of the Company, and a stockholder of the Company named in Schedule 2 hereto (the “Selling Stockholder”) propose to sell to the several Underwriters an aggregate of 666,667 shares of Class A common stock of the Company (collectively, the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional 2,100,000 shares of Class A common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as 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.”
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”).
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”).
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”).
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”).
EVO PAYMENTS, INC. EQUITY APPRECIATION PLAN Conversion of UAR Award to Restricted Stock AwardEquity Appreciation Plan • May 21st, 2018 • EVO Payments, Inc. • Services-business services, nec • Delaware
WHEREAS, EVO Investco, LLC (“EVO LLC”) granted unit appreciation rights (“UARs”) under the EVO Investco, LLC Unit Appreciation Equity Plan (“UAR Plan”) to the person named in Exhibit A attached hereto (the “Grantee”). Each UAR represents a fictional compensation unit that provides the Grantee the right to receive an amount in cash or other consideration equal to the difference between the value of a Class D Unit of EVO LLC and the “threshold value” stated in the Grantee’s UAR grant agreement.
EVO PAYMENTS, INC. Incentive Stock Option AgreementIncentive Stock Option Agreement • May 21st, 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”).
CHAIRMAN AND CONSULTING AGREEMENTChairman and Consulting Agreement • May 21st, 2018 • EVO Payments, Inc. • Services-business services, nec • Delaware
This CHAIRMAN AND CONSULTING AGREEMENT (this “Agreement”) is made and entered into as of [●], 2018 by and between EVO Payments, Inc., a Delaware corporation (the “Company”), and Rafik R. Sidhom.
