EX-10.47 11 ex1047.htm EX-10.47
1
CONSULTING
AGREEMENT
This Consulting Agreement (“
Agreement
”) is entered into by
and between Lesaka Technologies,
Inc., a Florida corporation
(“
Company
”), and Chris Meyer (“
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 Ali Mazanderani 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
Mr.
Meyer’s
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/ Naeem E. Kola
Naeem E. Kola
Notice Address: naeem.kola@lesakatech.com
Lesaka Technologies,
Inc.
President Place, 4th floor
Cnr. Jan Smuts Avenue
and Bolton Road
Rosebank, Johannesburg
South Africa
Attention: Naeem E. Kola
Dated:
March 1, 2024
/s/ Chris Meyer
Chris Meyer
Notice Address: XXX