Exhibit 10.2
Amendment to Cooperation Agreement
This AMENDMENT TO COOPERATION AGREEMENT (this “Amendment”) is made and entered into as of August 10, 2022, by and among Medallion Financial Corp., a Delaware corporation (the “Company”), on the one hand, and KORR Value L.P., a Delaware limited partnership (“KORR Value”), KORR Acquisitions Group, Inc., a New York corporation, Kenneth Orr, David Orr and Jonathan Orr (collectively, the “KORR Parties”), on the other hand. The Company and the KORR Parties are each herein referred to as a “party” and collectively, the “parties.” Capitalized terms used and not otherwise defined herein have the meanings ascribed to them in the Original Agreement (as defined below).
WHEREAS, the Company and the KORR Parties are party to that certain Cooperation Agreement, dated as of May 1, 2022 (“Original Agreement” and as amended by this Amendment, the “Agreement”); and
WHEREAS, the parties hereto desire to enter into certain amendments to the Original Agreement, as further provided herein;
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound hereby, agree as follows:
1. Section 1(c) of the Agreement is hereby amended and restated in its entirety as follows:
(c) No later than 30 days before the nomination deadline for the Company’s 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”), the Board shall (i) identify an independent director who is acceptable to the Board in its sole discretion (the “Additional Independent Director”) and (ii) take all necessary actions to increase the size of the Board by one director and appoint the Additional Independent Director to fill the resulting vacancy on the Board. The Board shall take all necessary actions to appoint and seat the Additional Independent Director to the Investment Oversight Committee effective upon his or her appointment to the Board.
2. Section 1(d) of the Agreement is hereby amended and restated in its entirety as follows:
(d) Frederick Menowitz shall tender his resignation from the Board, which the Board shall promptly accept, effective no later than December 31, 2022. Following Mr. Menowitz’s resignation, the size of the Board shall be decreased by one director.
3. Section 1(f) of the Agreement is hereby amended and restated in its entirety as follows:
(f) The Board shall promptly take all necessary actions to authorize and approve a share repurchase program that would permit the continued repurchase of shares of Common Stock for an aggregate purchase price equal to $40,000,000; provided, however, that any purchases made under such programs shall be subject to market conditions, applicable legal requirements and other relevant factors, as determined by the Board in its sole discretion.
