CompoSecure (CMPO) 8-K Entry into a Material Definitive Agreement

Exhibit 10.24

© AMERICAN EXPRESS PROPRIETARY & CONFIDENTIAL

COMPOSECURE, LLC

AMENDMENT NUMBER 2

TO

MASTER SERVICES AGREEMENT CW139362

This Amendment Number 2 (“Amendment”) is made and entered into this August 2, 2018 (the “Effective Date”) between AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC. (“Amexco” or “AXP”) and COMPOSECURE, LLC., a Delaware limited liability company (“Service Provider”) with reference to the following:

A. Amexco and Service Provider entered into a Master Services Agreement, CW139362 (“Agreement”) for lamination and fabrication of the Centurion card executed by the parties on or about August 1, 2004; and

B. Amexco and Service Provider wish to amend certain of their understandings as set forth in the Agreement, specifically to address modifying the Agreement to comply with current AXP terms and conditions.

NOW, THEREFORE, in consideration of the mutual promises and agreements set forth below, the parties agree as follows:

1. AMENDED TERM(S)

A.       Section 9.1, Term shall be replaced in its entirety with the following:

Term. This Agreement will commence as of the Effective Date and will expire on January 31, 2019 (the “Initial Term”). In the event of any termination hereunder, AXP will pay Service Provider at the agreed-upon rates for Services performed up to the effective date of termination, subject to a refund of any unearned, prepaid fees, but will not be liable for any other termination-related charges.

2. GENERAL

A.       If there is a conflict between the Agreement and this Amendment, the terms of this Amendment will govern if this Amendment expressly references the provisions of the Agreement with which they are inconsistent.

B.       Except as otherwise modified herein, the capitalized terms used in this Amendment shall have the meaning specified in the Agreement.

C.       Except as amended herein, the remaining terms and conditions of the Agreement shall remain in full force and effect.

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CW139362

© AMERICAN EXPRESS PROPRIETARY & CONFIDENTIAL

IN WITNESS WHEREOF, Service Provider and Amexco have caused this Amendment to be executed on their behalf by their duly authorized officers, all as of the date first above-written.

AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC.		COMPOSECURE, LLC
By:	/s/ Melanie Chung	By:	/s/ Jonathan C. Wilk
Name:	Melanie Chung	Name:	Jonathan C. Wilk
	(Type or print)		(Type or print)
Title:	Director	Title:	CEO
Date:	August 1, 2018	Date:	July 27, 2018

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CW139362