Exhibit 10.2 


 


EVO PAYMENTS, INC.


 


FIRST AMENDMENT TO
REGISTRATION RIGHTS AGREEMENT


 


This First Amendment
to Registration Rights Agreement is effective as of April 21, 2020 (the “Amendment”), by and among EVO Payments,
Inc., a Delaware corporation (the “Company”) and each of the undersigned stockholders of the Company. Capitalized
terms used in this Amendment that are not otherwise defined herein shall have the respective meanings assigned to them in the
Registration Rights Agreement.


 


WHEREAS, the parties
entered into that certain Registration Rights Agreement, dated May 22, 2018 (the “Registration Rights Agreement”);


 


WHEREAS, pursuant
to Section 6.4 of the Registration Rights Agreement, the Registration Rights Agreement may, in certain circumstances, be amended
pursuant to an agreement in writing signed by MDP and Blueapple (each as defined in the Registration Rights Agreement);


 


WHEREAS, the undersigned,
consisting of MDP and Blueapple, desire to amend certain provisions of the Registration Rights Agreement.


 


NOW THEREFORE, the
parties agree as follows:


 


1.     
Amendments.


 


(a)  
Section 6.5 of the Registration Rights Agreement is hereby amended to add a new final sentence which shall read as follows:


 


“For
the avoidance of doubt, any Affiliate of MDP that holds Registrable Securities may join this Agreement as MDP and a Stockholder
upon delivery of a counterpart signature page to this Agreement, with no action or other consent by the parties hereto required
for such joinder to this Agreement, so long as such joining party executes and delivers to the Company a written agreement, in
form and substance reasonably satisfactory to the Company, to be bound by all of the obligations of “MDP” and a “Stockholder”
hereunder.”


 


(b)  
Schedule I of the Registration Rights Agreement is hereby amended by deleting such schedule in its entirety and replacing
it with Schedule I hereto.


 


2.     
Miscellaneous.


 


(i)                       
Governing Law. All issues and questions concerning the construction, validity, enforcement and interpretation of
this Amendment (and any Schedule hereto) shall be governed by, and construed in accordance with, the laws of the State of Delaware
without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other
jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. In furtherance
of the foregoing, the internal law of the State of Delaware shall control the interpretation and construction of this Amendment
(and any Schedule hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive
law of some other jurisdiction would ordinarily apply.


 


(ii)                       
Successors and Assigns. Except as otherwise provided herein, the provisions hereof shall inure to the benefit of,
and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.


 


(iii)                       
Survival. Except as otherwise provided herein, the remainder of the Registration Rights Agreement shall remain in
full force and effect and shall be binding on all parties thereto. All terms not otherwise defined herein shall have the meanings
prescribed to them in the Registration Rights Agreement.


 


(iv)                       
Counterparts. This Amendment may be executed and delivered by facsimile or electronic mail (including pdf or any
electronic signature complying with U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) and upon such delivery the
facimile signature will be deemed to have been delivered to the other parties hereto.


 


* * *


 






     


     


    

 


IN WITNESS WHEREOF,
the parties have duly executed this First Amendment to the Registration Rights Agreement to be duly executed as of the date first
above written.


 


	MADISON DEARBORN PARTNERS VI-B, L.P.	 	 
	 	 	 
	By:	Madison Dearborn Partners, LLC	 	 
	Its:	General Partner	 	 
	 	 	 
	By:	/s/ Vahe A. Dombalagian	 	 
	 	Name: Vahe A. Dombalagian	 	 
	 	Its: Managing Director	 	 
	 	 	 
	MADISON DEARBORN CAPITAL PARTNERS
    VI-B, L.P.	 	 
	 	 	 
	By:	Madison Dearborn Partners VI-B, L.P.	 	 
	Its:	General Partner	 	 
	 	 	 
	By:	Madison Dearborn Partners, LLC	 	 
	Its:	General Partner	 	 
	 	 	 
	By:	/s/ Vahe A. Dombalagian	 	
	 	Name: Vahe A. Dombalagian	 	 
	 	Its: Managing Director	 	 
	 	 	 
	MADISON DEARBORN CAPITAL PARTNERS
    VI EXECUTIVE-B, L.P.	 	 
	 	 	 
	By:	Madison Dearborn Partners VI-B, L.P.	 	 
	Its:	General Partner	 	 
	 	 	 
	By:	Madison Dearborn Partners, LLC	 	 
	Its:	General Partner	 	 
	 	 	 
	By:	/s/ Vahe A. Dombalagian	 	
	 	Name: Vahe A. Dombalagian	 	 
	 	Its: Managing Director	 	 




 





[Signature
Page to First Amendment to Registration Rights Agreement]







 






     


     


    

 


	MDCP VI-C CARDSERVICES SPLITTER, L.P.	 	 
	 	 	 
	By:	Madison Dearborn Partners VI-B, L.P.	 	 
	Its:	General Partner	 	 
	 	 	 
	By:	Madison Dearborn Partners, LLC	 	 
	Its:	General Partner	 	 
	 	 	 
	By:	/s/ Vahe A. Dombalagian	 	
	 	Name: Vahe A. Dombalagian	 	 
	 	Its: Managing Director	 	 
	 	 	 
	MDCP CARDSERVICES, LLC	 	 
	 	 	 
	By:	Madison Dearborn Capital Partners VI-B, L.P.	 	 
	Its:	Controlling Member	 	 
	 	 	 
	By:	Madison Dearborn Partners VI-B, L.P.	 	 
	Its:	General Partner	 	 
	 	 	 
	By:	Madison Dearborn Partners, LLC	 	 
	Its:	General Partner	 	 
	 	 	 
	By:	/s/ Vahe A. Dombalagian	 	 
	 	Name: Vahe A. Dombalagian	 	 
	 	Its: Managing Director	 	 
	 	 	 
	MADISON DEARBORN CAPITAL PARTNERS
    VI-C, L.P.	 	 
	 	 	 
	By:	Madison Dearborn Partners VI-A&C, L.P.	 	 
	Its:	General Partner	 	 
	 	 	 
	By:	Madison Dearborn Partners, LLC	 	 
	Its:	General Partner	 	 
	 	 	 
	By:	/s/ Vahe A. Dombalagian	 	 
	 	Name: Vahe A. Dombalagian	 	 
	 	Its: Managing Director	 	 




 





[Signature
Page to First Amendment to Registration Rights Agreement]




 






     


     


    

	 	 
	 	BLUEAPPLE, INC.
	 	 
	 	By:	/s/ Rafik R. Sidhom
	 	Name: Rafik R. Sidhom
	 	Title: Director
	 	 




[Signature
Page to First Amendment to Registration Rights Agreement]


 






     


     


    

 


	 	 
	AGREED AND ACKNOWLEDGED:	 
	 	 
	EVO PAYMENTS, INC.	 
	 	 
	By:	/s/ Steven J. de Groot	 
	Name: Steven J. de Groot	 
	Title: Executive Vice President, General Counsel and Secretary	 




 


[Signature
Page to First Amendment to Registration Rights Agreement]


 






     


     


    

 


Schedule I


 


	Madison Dearborn Partners VI-B, L.P.
	 
	Madison Dearborn Capital Partners VI-B, L.P.
	 
	Madison Dearborn Capital Partners VI Executive-B, L.P.
	 
	MDCP VI-C Cardservices Splitter, L.P.
	 
	MDCP Cardservices, LLC
	 
	Madison Dearborn Capital Partners VI-C, L.P.
	 
	MDCP Cardservices II, LLC