Exhibit 10.26
TRANSITIONAL CONSULTING AGREEMENT
THIS TRANSITIONAL CONSULTING AGREEMENT (this “Agreement”), dated as of November 28, 2022 (the “Effective Date”), is made and entered into by and among Repay Management Services LLC, a Delaware limited liability company (the “Company”), Jackson Advisory Group, LLC, a Florida limited liability company (“Consultant”) and Michael F. Jackson (“Jackson”).
WHEREAS, Jackson and the Company (as assignee of M & A Ventures, LLC) are parties to that Employment Agreement (the “Employment Agreement”), dated as of January 21, 2019 and amended as of March 1, 2021;
WHEREAS, Jackson’s employment with the Company has been terminated by the Company without Cause effective November 25, 2022;
WHEREAS, as a result of the services provided pursuant to the Employment Agreement prior to the Effective Date, Jackson possesses special knowledge, abilities and experience regarding the business of the Company and its affiliated companies (collectively, the “Company Group”);
WHEREAS, Jackson has agreed that he will arrange for Consultant to provide certain services to the Company for a limited time following the Effective Date, all subject to and in accordance with the terms and conditions contained herein.
NOW, THEREFORE, for and in consideration of the premises, the mutual promises, covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1
2
3
To the Company: Repay Management Services LLC
3 West Paces Ferry Road
Suite 200
Atlanta, Georgia 30305
Attn: Tyler B. Dempsey
E-mail: tdempsey@repay.com
To Consultant:
or to such other representative or at such other address of a party hereto as such party may furnish to the other party hereto in writing. Any such notice, communication or delivery will be deemed given or made (a) on the date of delivery if delivered in person, (b) on the first (1st) business day after delivery to an appropriate customer service representative if sent by overnight courier, (c) upon transmission by e-mail if receipt is confirmed by telephone or (d) on the fifth (5th) business day after it is mailed by registered or certified mail.
4
[SIGNATURE PAGE FOLLOWS]
5
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed, as of the Effective Date.
Company:
REPAY MANAGEMENT SERVICES LLC
By: /s/ Naomi Barnett
Name: Naomi Barnett
Title: EVP – HR
Consultant:
JACKSON ADVISORY GROUP LLC
By: /s/ Michael F. Jackson
Name: Michael F. Jackson
Title: Principal
Jackson:
/s/ Michael F. Jackson
Michael F. Jackson