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”).
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
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.
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.
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 • August 10th, 2018 • EVO Payments, Inc. • Services-business services, nec • New York
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”), dated as of May 25, 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 INVESTCO, LLC SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of May 22, 2018Limited Liability Company Agreement • August 10th, 2018 • EVO Payments, Inc. • Services-business services, nec • Delaware
This SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of May 22, 2018, is entered into by and among EVO Investco, LLC, a Delaware limited liability company (the “Company”), and its Members.
