1
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
