EVOP EVO Payments Inc

PROPOSAL 1: APPROVAL AND ADOPTION OF THE MERGER AGREEMENT

Merger Proposal

We are asking you adopt the Merger Agreement. If the Merger Agreement is adopted by our stockholders and all other conditions to the closing of the Merger are either satisfied or validly waived, Merger Subsidiary will merge with and into EVO with EVO surviving the Merger as wholly owned subsidiary of Parent. Our Class A common stock is currently traded on the Nasdaq under the symbol “EVOP.” If the Merger is completed, we will cease to be an independent public company and will become a wholly owned subsidiary of Parent. Following the completion of the Merger, the registration of our Class A common stock and our reporting obligations under the Exchange Act will be terminated. In addition, upon the completion of the Merger, our Class A common stock will no longer be listed on any stock exchange or quotation system, including the Nasdaq.

For a summary of and detailed information regarding this proposal, see the information about the Merger Agreement and the Merger throughout this proxy statement, including the information set forth in the sections titled “The Merger” and “The Merger Agreement” below. A copy of the Merger Agreement is attached to this proxy statement as Annex A. You are urged to read the Merger Agreement carefully in its entirety.

We cannot complete the Merger without the affirmative vote of (i) the Required EVO Capital Stock Approval and (ii) the Separate Series A Convertible Preferred Stock Class Approval, in each case regarding the Merger Proposal. If you abstain from voting, fail to cast your vote, in person, online or by proxy, or fail to give voting instructions to your nominee, it will have the same effect as a vote against the proposal to adopt the Merger Agreement.

If you sign, date and return your proxy card (or submit your proxy by telephone or the Internet) without indicating how you wish to vote on a proposal, your proxy will be voted in accordance with our Board’s recommendation.

The Board recommends that stockholders vote “FOR” the Merger Proposal to adopt the Merger Agreement.

Set forth below is a detailed description of the Merger and the Merger Agreement.

THE MERGER

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should read the entire Merger Agreement carefully as it is the legal document that governs the Merger.

Parties to the Merger

EVO Payments, Inc.

EVO is a global merchant acquirer and payment processor that services more than 550,000 merchants and processes approximately 4.2 billion transactions annually. EVO helps to enable electronic commerce globally with local operations in 12 countries and the ability to serve over 50 markets around the world and classifies its business into two segments: the Americas and Europe. EVO offers (i) a highly productive and scaled sales distribution network, including exclusive global financial institution and tech-enabled referral partnerships, (ii) three proprietary, in-house processing platforms that are connected by a single point of integration, and (iii) a comprehensive suite of payment and commerce solutions, including integrated software, at the physical point-of-sale, eCommerce, and business-to-business solutions.

EVO is organized under the laws of the state of Delaware. The address and telephone number of its executive offices are 10 Glenlake Parkway, South Tower, Suite 950, Atlanta, Georgia 30328, and (770) 336-8463.

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Additional information about EVO is contained in its public filings, certain of which we incorporate by reference herein. See “Where Stockholders Can Find More Information” of this proxy statement.

EVO’s Class A common stock is listed on the Nasdaq under the symbol “EVOP.”

Global Payments Inc.

Parent is a leading payments technology company delivering innovative software and services to approximately 4.0 million merchant locations and more than 1,350 financial institutions across more than 170 countries throughout North America, Europe, Asia-Pacific and Latin America. Parent is a member of the S&P 500. Parent’s common stock is traded on the New York Stock Exchange under the symbol “GPN.”

Parent was incorporated in 2000 and spun-off from its former parent company in 2001. Including its time as part of its former parent company, Parent has been in the payment technology services business since 1967. Since its spin-off, Parent has expanded in existing markets and into new markets internationally by pursuing further acquisitions and joint ventures. In 2016, Parent merged with Heartland Payment Systems, Inc., which significantly expanded its small- and medium-sized enterprise distribution, customer base and vertical reach in the United States. In September 2019, Parent consummated its merger with TSYS. Prior to Parent’s merger with TSYS, TSYS was a leading global payments provider, offering seamless, secure and innovative solutions to issuers, merchants and consumers.

Parent is organized under the laws of the state of Georgia. The address and telephone number of its executive offices are 3550 Lenox Road, Atlanta, Georgia 30326, and (770) 829-8000.

Falcon Merger Sub Inc.

Merger Subsidiary is a wholly owned subsidiary of Parent, that was formed on July 29, 2022 for the sole purpose of entering into the Merger Agreement and completing the transactions contemplated by the Merger Agreement, including the Merger. Upon the terms and subject to the conditions of the Merger Agreement, Merger Subsidiary will be merged with and into EVO, with EVO surviving the Merger as a wholly owned subsidiary of Parent. Merger Subsidiary is organized under the laws of the state of Delaware. Merger Subsidiary’s principal executive offices are located at 3550 Lenox Road, Atlanta, Georgia 30326, and its telephone number is (770) 829-8000.

Effects of the Merger

Treatment of Class A Common Stock of EVO and Common Stock of Merger Subsidiary

Upon the terms and subject to the conditions of the Merger Agreement, if the Merger is completed, Merger Subsidiary will merge with and into EVO, and EVO will continue as the surviving corporation and as a wholly owned subsidiary of Parent. As a result of the Merger, our Class A common stock will no longer be publicly traded and will be delisted from the Nasdaq and price quotations in the public market will no longer be available for our Class A common stock. In addition, our Class A common stock will be deregistered under the Exchange Act, and we will no longer file periodic reports with the SEC.

If the Merger is completed, you will not own any shares of the common stock of the surviving corporation. Each share of common stock of Merger Subsidiary issued and outstanding immediately prior to the effective time of the Merger will be converted into and become one newly issued, fully paid and non-assessable share of common stock of the surviving corporation.

If the Merger is completed, each share of our Class A common stock issued and outstanding immediately prior to the effective time of the Merger (other than the excluded shares), will be converted into the right to receive the merger consideration. At or immediately after the effective time of the Merger, Parent will deposit, or cause to be deposited, with the paying agent, for the benefit of the holders of the Class A common stock, cash in an amount sufficient to pay the aggregate merger consideration.

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Exchange of Paired Interests for Class A Common Stock

Prior to the effective time of the Merger, EVO must cause each holder of Paired Interests, other than any holders of Paired Interests that have already exchanged their Paired Interests, to exchange each of their outstanding Paired Interests for one share of Class A common stock, in accordance with Section 2.04 of the Exchange Agreement.

In addition, concurrently with EVO and Parent’s entry into the Merger Agreement, (i) the MDP Entities and (ii) Mr. James G. Kelly, our chief executive officer and director, entered into Voting Agreements. Pursuant to the Voting Agreements, the MDP Entities and Mr. Kelly have agreed to, among other things exchange, in accordance with the terms of the Exchange Agreement, all of the MDP Entities and Mr. Kelly’s Paired Interests, effective immediately prior to and conditioned upon the closing.

Pursuant to the Exchange Agreement and the Voting Agreements, on the closing date of the Merger each Paired Interest outstanding as of immediately prior to the effective time of the Merger will be exchanged for one share of Class A common stock pursuant to the Exchange Agreement which will be converted into the right to receive the merger consideration at the effective time of the Merger pursuant to the Merger Agreement.

For more information, see the section titled “The Merger—Voting Agreements.”

Conversion of Series A Convertible Preferred Stock into Class A Common Stock

Additionally, pursuant to the MDP Entities’ Voting Agreement (and subject to the terms thereof), the MDP Entities each agreed to irrevocably and unconditionally convert all shares of Series A convertible preferred stock held by each MDP Entity into Class A common stock, immediately prior to and contingent and conditioned upon the closing of the Merger (and in accordance with the terms of the Certificate of Designations).

Following the Conversion, each share of Class A common stock that is issued in the Conversion will be converted into the right to receive the merger consideration at the effective time of the Merger pursuant to the Merger Agreement.

For more information, see the section titled “The Merger—Voting Agreements.”

Directors and Officers; Certificate of Incorporation; Bylaws

At the effective time of the Merger, the certificate of incorporation and the EVO bylaws will be amended in their entirety to be in the forms set forth as exhibits to the Merger Agreement until thereafter changed or amended as provided therein or by applicable law. In addition, as of the effective time of the Merger, the directors of Merger Subsidiary immediately prior to the effective time will become the directors of the surviving corporation until their successors have been duly elected and qualified or until their earlier death, resignation or removal in accordance with the bylaws of the surviving corporation. The officers of Merger Subsidiary immediately prior to the effective time will be the initial officers of the surviving corporation until their successors have been duly elected and qualified or until their earlier death, resignation or removal.

Effects on EVO if the Merger is not Completed

If the Merger Agreement is not adopted by our stockholders at the Special Meeting or if the Merger is not completed for any other reason, our stockholders will not receive the merger consideration or any payment for their shares of EVO stock in connection with the Merger. Instead, EVO will remain an independent public company and our Class A common stock will continue to be listed and traded on the Nasdaq. In certain circumstances, we may be required to pay a termination fee in connection with a termination of the Merger Agreement. For more information about the circumstances in which EVO must pay Parent such termination fee, see the section titled “The Merger Agreement—Termination Fee; Effect of Termination” below.

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Treatment of Blueapple’s Common Units

Concurrently with EVO and Parent’s entry into the Merger Agreement, Blueapple entered into the Blueapple Sale Agreement with Parent and EVO, pursuant to which Blueapple agreed to sell all of its common units to EVO in exchange for $1,093,560,292, representing the product of the merger consideration and the number of common units owned by Blueapple, concurrently with, and contingent and conditioned upon, the closing of the transactions contemplated by the Merger Agreement.

Other than (i) the Paired Interests outstanding as of immediately prior to the effective time of the Merger, which will be exchanged for shares of Class A common stock pursuant to the Exchange Agreement that will then be converted into the right to receive the merger consideration at the effective time of the Merger pursuant to the Merger Agreement and (ii) the common units held by EVO, all outstanding common units of OpCo are held by Blueapple and will be held by Blueapple as of immediately prior to the effective time of the Merger.

For further discussion of the Blueapple Sale Agreement, see the section titled “The Merger—Blueapple Sale Agreement” below.

Background of the Merger

EVO’s Board and executive management team regularly review EVO’s independent strategic plans, and consider various strategic alternatives potentially available to EVO, all with the goal of enhancing value for stockholders. James G. Kelly, EVO’s Chief Executive Officer, also periodically engages in discussions with the chief executive officers of other companies in the payments and financial services industries (including Jeffrey S. Sloan, Parent’s Chief Executive Officer) and periodically updates EVO’s Board on relevant discussions. On September 9, 2021, EVO received an unsolicited preliminary non-binding proposal from Party A, a potential strategic acquiror of EVO, whereby Party A proposed to acquire EVO for a purchase price of $36.50 per share via a mix of cash and Party A’s stock, subject to a number of contingencies, including initiating and completing due diligence and the negotiation of definitive transaction documents. On September 9, 2021, the closing sale price of EVO’s Class A common stock was $25.67 and the closing sale price of Party A’s common stock was $80.52.

EVO’s Board held four meetings in September, October, and November 2021 to review Party A’s unsolicited proposal. EVO’s executive management and- representatives of King & Spalding LLP, EVO’s legal advisor and which we refer to as “King & Spalding,” participated in these meetings. Representatives of Citi were also present and participated in the September 29, 2021 and November 2, 2021 meetings. Representatives of Citi were invited to participate in these and certain subsequent EVO Board meetings due to Citi’s longstanding relationship with EVO and Citi’s extensive experience advising companies in the payments and financial services industries, as well as significant experience providing strategic and financial advisory services. In connection with these meetings, the Board reviewed Party A’s unsolicited proposal as well as a range of other strategic alternatives available to EVO, including a transaction involving Parent. EVO did not share confidential information, or enter into a confidentiality agreement, with Party A.

Following these EVO Board meetings, in November 2021 the Board determined that pursuing discussions at that time with Party A regarding its unsolicited proposed transaction was not in the best interests of EVO’s stockholders due to, among other matters, (1) the recent volatility in the stock prices of companies in the payments and financial services industries and specifically in Party A’s stock price, which had declined significantly since the initial proposal, (2) the fact that EVO’s Board did not believe Party A would be likely to finance an all cash acquisition of EVO, (3) the fact that a transaction with Party A would likely involve EVO’s stockholders receiving a significant amount of Party A’s stock and the EVO Board’s concerns regarding the valuation of Party A’s stock and the implied value of the consideration to be received by EVO’s stockholders relative to the standalone value of EVO, (4) the fact that Party A had not completed a comparable transaction of this scale and the Board’s concern regarding Party A’s ability to successfully integrate the two companies, and (5) Party A’s lack of experience in international markets, in payment processing and joint venture arrangements with bank partners.

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EVO subsequently informed Party A of the EVO Board’s determination, and EVO continued to operate its business as a standalone public company following this discussion. On November 2, 2021, the date of the last EVO Board meeting regarding the Party A proposal, the closing sale price of EVO’s Class A common stock was $21.63 and the closing sale price of Party A’s common stock was $59.23, representing a decline of approximately 26% from the closing sale price of Party A’s common stock on the date of its initial proposal.

On November 16, 2021, Bloomberg published an article stating that EVO had rejected Party A’s unsolicited proposal.

On November 17, 2021, Mr. Sloan contacted Mr. Kelly and indicated that if EVO was undertaking a sale process based on what was reported in the Bloomberg story, Parent would be interested in speaking with EVO. Mr. Kelly reported Mr. Sloan’s outreach to members of EVO’s Board but no further discussions between the parties occurred at that time.

On March 14, 2022, Mr. Sloan contacted Mr. Kelly and asked if they could speak on March 18, 2022. Mr. Kelly agreed to this request. On March 18, 2022, Mr. Sloan and Mr. Kelly spoke by telephone and, during the conversation, Mr. Sloan proposed a potential acquisition of EVO by Parent. Mr. Sloan and Mr. Kelly discussed at a high level the potential cost synergies that could be achieved in a transaction. Mr. Sloan indicated that Parent would be willing to evaluate a potential acquisition of EVO in an all cash transaction at a purchase price per share in the high $20.00’s, but that Parent would not be able to offer a purchase price at or above $30.00 per share. Mr. Sloan further indicated that Parent’s indication of interest was subject to customary diligence, including a further evaluation of the cost synergies that could be achieved in a potential transaction. Mr. Sloan noted that Parent’s board of directors was supportive of the potential transaction. Mr. Kelly informed Mr. Sloan that EVO continued to be focused on executing its current strategy and operating as an independent, stand-alone company, but that he would discuss Parent’s interest to acquire EVO with EVO’s Board.

On March 21, 2022, the Investment Committee of EVO’s Board met to review the preliminary indication of interest from Parent. Members of EVO’s executive management and representatives of King & Spalding and Citi participated in the meeting. At the meeting, representatives of King & Spalding discussed with the members of the Investment Committee their fiduciary duties, both in general and in the context of various types of transactions, as well as how the EVO Board might evaluate the potential transaction with Parent. Mr. Kelly and members of EVO’s executive management reviewed EVO’s financial and business performance with the Investment Committee. Representatives of Citi reviewed developments in the payments and financial services industries and Parent’s history of prior merger transactions. After discussion, the Investment Committee determined that Parent’s preliminary indication of interest should be reviewed with the full EVO Board and representatives of Citi and King & Spalding at a meeting to be scheduled in the near term.

On March 28, 2022, EVO’s Board met to review Parent’s preliminary indication of interest. Members of EVO’s executive management and representatives of King & Spalding and Citi participated in the meeting. At the meeting, representatives of King & Spalding discussed with the members of EVO’s Board their fiduciary duties, both in general and in the context of various types of transactions, as well as how the EVO Board might evaluate the potential transaction with Parent. Mr. Kelly and members of EVO’s executive management reviewed EVO’s financial and business performance. Representatives of Citi reviewed, among other matters, developments in the payments and financial services industries and EVO’s financial performance since November 2021. Members of EVO’s executive management and representatives of Citi also discussed with the EVO Board the potential cost synergies that could be achieved in a potential transaction with Parent based on comparable market transactions. After discussion, EVO’s Board determined that Parent’s proposal was not compelling enough to warrant further discussion at that time and directed Mr. Kelly to inform Mr. Sloan of the same.

On March 29, 2022, Mr. Kelly informed Mr. Sloan of the EVO Board’s determination. Mr. Sloan did not propose a revised purchase price range or other transaction terms and indicated that Parent was not interested in pursuing

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a transaction above the proposed range at that time. EVO continued to operate its business as a standalone public company following this discussion.

On June 9, 2022, Messrs. Kelly and Sloan met in person for a social dinner. Over the course of the dinner, Mr. Sloan and Mr. Kelly discussed their prior engagement earlier in the year regarding a potential business combination between Parent and EVO and Mr. Sloan stated that Parent still believed that a combination of the two companies would be beneficial to their respective stockholders and that he estimated that approximately $100 million of cost synergies could be achieved in a potential transaction between Parent and EVO. Mr. Kelly stated that EVO had preliminarily analyzed the cost synergies that could be achieved in a potential transaction with Parent in connection with Parent’s preliminary indication of interest earlier in the year, and EVO believed that such cost synergies were likely greater than $100 million. After discussion, Messrs. Sloan and Kelly agreed to meet again to discuss a potential transaction and cost synergies in further detail. Following the dinner, Mr. Kelly updated members of the EVO Board on his discussions with Mr. Sloan.

On June 12, 2022, Messrs. Kelly and Sloan spoke by telephone. Messrs. Kelly and Sloan discussed in further detail the potential cost synergies that could be achieved in a potential transaction. After discussion, Mr. Sloan acknowledged that the cost synergies that could be achieved in a potential transaction were likely greater than $100 million. Mr. Kelly and Mr. Sloan also generally discussed (1) the status of EVO’s litigation with Grupo Santander and (2) the existence of a tax receivables agreement that EVO entered into in connection with its initial public offering and the corresponding deferred tax asset (a term sometimes used in the negotiations to mean tax benefits). At the conclusion of the discussion, Mr. Sloan stated that Parent would consider submitting a revised proposal to acquire EVO. Mr. Kelly also noted that the purchase price in any potential transaction should reflect Parent’s valuation of all of EVO’s existing and contingent assets.

On June 13, 2022, Mr. Sloan contacted Mr. Kelly by telephone and proposed a potential acquisition of EVO by Parent, which we refer to as the “June Proposal”. During the conversation, Mr. Sloan proposed a potential purchase price range of between $32.00 to $34.00 per share, payable in cash and subject to customary diligence and further evaluation of the cost synergies that could be achieved in a potential transaction. Mr. Sloan noted that because of other strategic priorities, he needed to understand whether EVO was willing to move forward with a potential transaction and that any such transaction would need to be signed and publicly announced by the beginning of August. Mr. Sloan also stated that Parent understood that an “early termination payment” was contractually required to be made to the parties to the TRA in a change of control transaction and that Parent would be willing to make a payment in an amount based on the tax benefit that Parent would expect to receive in a potential acquisition of EVO. Mr. Kelly asked Mr. Sloan to clarify whether Parent was offering an all-cash transaction or would consider issuing equity to EVO’s stockholders as a component of the merger consideration payable in the potential transaction, and Mr. Sloan stated that the offer was for an all-cash transaction. Mr. Kelly informed Mr. Sloan that he would discuss the June Proposal with the EVO Board. On June 13, 2022, the closing sale price of EVO’s Class A common stock was $21.70, which implied a 47%—57% premium under the June Proposal.

The Investment Committee of EVO’s Board met during the evening of June 13, 2022 to review the June Proposal. Members of EVO’s senior management and representatives of King & Spalding and Citi participated in the meeting. During the meeting, Mr. Kelly discussed the terms of the June Proposal with the Investment Committee. After discussion, the Investment Committee determined that the June Proposal should be reviewed with the full EVO Board and representatives of Citi and King & Spalding at a meeting to be scheduled in the near term.

On June 14, 2022, EVO’s Board met to review the June Proposal. Members of EVO’s executive management and representatives of King & Spalding and Citi participated in the meeting. At the meeting, Mr. Kelly discussed with EVO’s Board the events leading up to, as well as the key terms of, the June Proposal. Representatives of King & Spalding discussed with the members of EVO’s Board their fiduciary duties, both in general and in the context of various types of transactions, as well as how the EVO Board might evaluate the potential transaction

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with Parent. Representatives of Citi discussed with the EVO Board the recent stock price performance of EVO and other companies in the payments and financial services industries, premiums paid by acquirors in transactions involving U.S. publicly traded targets, and potential next steps if EVO were to further evaluate the June Proposal. Representatives of Citi also discussed with EVO’s Board Citi’s illustrative preliminary financial analysis with respect to EVO. After discussion, EVO’s Board authorized EVO’s CEO to continue discussions with Parent regarding a potential transaction if Parent would agree to increase the top end of its purchase price range to $35.00 per share in the transaction.

Also at the meeting, EVO’s executive management and representatives of Citi discussed with EVO’s Board the possible interest that other third parties may have in evaluating a potential transaction with EVO. As part of this discussion, Mr. Kelly noted, among other matters, that Parent was likely to achieve greater cost synergies in a transaction with EVO than other third parties could achieve, which substantially decreased the likelihood that other third parties would pay more to acquire EVO relative to what Parent proposed to pay in the June Proposal. In addition, Mr. Kelly and representatives of Citi discussed certain assumptions regarding the possible strategic priorities of other potential acquirors in the payments and financial services industries and their belief that these other potential acquirors were currently unlikely to be interested in evaluating a potential transaction with EVO. EVO’s Board discussed the potential process of a transaction with Parent, including the EVO Board’s concerns regarding the significant risks to EVO and its business posed by contacting other potential acquirors before announcing a transaction. These potential risks and considerations included (1) concerns about market leaks and rumors regarding a potential transaction disrupting customer relationships, (2) jeopardizing customer transactions currently in the pipeline and risking customer attrition and employee turnover, (3) the impact on pending regulatory approvals in various jurisdictions, including approvals related to EVO’s pending acquisition in Greece, (4) the limited universe of potential strategic acquirors with the financial ability to acquire EVO, (5) the geographic footprint and strategic focus of EVO as compared to other companies in the payments and financial services industries, (6) the risk of not being able to consummate a transaction with other industry participants given potential regulatory risks and (7) the possibility that Parent may be unwilling to pursue an acquisition of EVO in a prolonged and multiparty process. The Board also discussed the September 2021 proposal from Party A, noting that Party A’s stock was approximately 60% lower than at the time of the original proposal, which led the EVO Board to believe that Party A could not feasibly complete a transaction involving a significant portion of Party A’s stock, that Party A had announced other significant acquisitions in 2022 and as a result would likely be unable to pursue other strategic initiatives, and that Party A had publicly announced that it was no longer interested in pursuing a transaction with EVO. As a result of these discussions, EVO’s Board determined that evaluating a potential transaction with Parent without contacting other potential acquirors before announcing a transaction would be critical to minimizing risks to EVO, protecting its business and maximizing stockholder value. The EVO Board also reviewed with representatives of King & Spalding and Citi the range of potential fiduciary out provisions that could be included in any definitive agreement with Parent.

The EVO Board also discussed as a preliminary matter the TRA and the potential implications that a transaction with Parent would have on the TRA. EVO’s executive management noted that, based on its assessment of the TRA and related tax matters, an early termination payment under the TRA would be required to be paid to the parties to the TRA if a transaction with Parent was consummated. EVO’s executive management also noted that any such early termination payment would need to be calculated and assessed by a third party, and proposed that EVO engage Ernst & Young LLP, which we refer to as “EY,” for this purpose. After discussion, the EVO Board also determined to establish an independent committee of the EVO Board, which we refer to as the “TRA Committee,” to review and evaluate the implications of the potential transaction with Parent on the TRA and to consider and recommend any actions concerning the TRA to the EVO Board for its consideration. Mark A. Chancy, Gregory S. Pope, and David W. Leeds, each of whom were determined to be independent of EVO’s management and the other parties to the TRA, were appointed to the TRA Committee. The Board also authorized EVO’s management to engage EY to perform an analysis of the early termination payment that would be required to be paid by EVO under the terms of the TRA in the potential transaction with Parent.

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In addition, the EVO Board reviewed a proposed non-binding indication of interest that EVO would send to Parent that outlined certain key terms of a potential transaction, which we refer to as the “EVO Non-Binding Proposal”. Among other matters, the EVO Non-Binding Proposal contemplated the commencement of confirmatory due diligence on June 20, 2022, with an announcement date of a transaction on August 1, 2022, that holders of EVO’s Class A common stock would receive cash consideration of $35.00 per share in the transaction, that EVO’s indebtedness and change of control related payments (including any early termination payment under the TRA) would be repaid or discharged without reduction or adjustment to the merger consideration paid to holders of EVO’s Class A common stock in the transaction, and a termination fee of 2.5% of EVO’s equity value, including the value of all underlying common units of OpCo (which we refer to as “EVO’s equity value”) payable by EVO in certain circumstances if EVO were to terminate the merger agreement to accept a “superior proposal” from a third party.

On June 18, 2022, Mr. Kelly spoke to Mr. Sloan by telephone. Mr. Kelly informed Mr. Sloan that if Parent increased the high end of its purchase price range to $35.00 per share in the transaction, then EVO’s Board would be supportive of continuing to evaluate the potential transaction. After discussion, Mr. Sloan agreed to increase the high end of Parent’s purchase price range to $35.00, subject to further diligence.

On June 19, 2022, EVO and Parent entered into a nondisclosure agreement, which nondisclosure agreement contained a customary “standstill” provision that permitted Parent to submit confidential proposals to EVO so long as such proposal would not reasonably be expected to require a public announcement. Following the execution of the nondisclosure agreement, Parent commenced its diligence investigation of EVO’s non-public information, which included a series of meetings and presentations by subject matter experts that occurred in late June through the end of July relating to information technology, operations, human resources, finance, sales and product matters.

On June 20, 2022, EVO provided Parent with the EVO Non-Binding Proposal, which included the terms discussed with EVO’s Board above, including an early termination payment required to be paid under the terms of the TRA of approximately $400 million (which amount was based on EVO’s current preliminary analysis of the TRA).

On June 22, 2022, Parent provided its proposed revisions to the EVO Non-Binding Proposal to EVO, which we refer to as the “Parent Non-Binding Proposal.” Among other matters, the Parent Non-Binding Proposal contemplated that holders of EVO’s Class A common stock would receive cash consideration of between $32.00 to $35.00 per share in the transaction and a termination fee of 3.5% of EVO’s equity value payable by EVO in certain circumstances if EVO were to terminate the merger agreement to accept a “superior proposal” from a third party and proposed that certain key shareholders of EVO (including the MDP Entities and EVO’s executive management) would enter into customary voting and support agreements. After discussion between Kelli Sterrett, EVO’s General Counsel, and David Green, Parent’s General Counsel, on June 22, 2022, EVO and Parent agreed to resolve these and other transaction related issues in the negotiation of the definitive transaction agreements.

Also on June 22, 2022, the TRA Committee met with members of EVO’s executive management and representatives of King & Spalding and EY. During the meeting, the TRA Committee reviewed preliminary analysis prepared by EY that calculated the early termination payment that would be required to be paid under the TRA to the TRA holders in connection with a transaction with Parent, which we refer to as the “Preliminary TRA Model.” Representatives of King & Spalding and EY reviewed the terms of the TRA with the TRA Committee, and discussed the fact that the TRA was a binding agreement between EVO and the other parties to the TRA (including the MDP Entities, Blueapple, and Mr. Kelly) that required an “early termination payment” to be made by EVO to the TRA parties in the event of a change of control transaction involving EVO. Representatives of King & Spalding and EY reviewed the Preliminary TRA Model with the TRA Committee and noted that the estimate of the early termination payment set forth in the Preliminary TRA Model ranged from approximately $378 million to $400 million (assuming a transaction price of $35.00 per share), depending upon the discount rate used to value the early termination payments and also the amount of state and local taxes used to calculate the payment.

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Representatives of King & Spalding also discussed with the TRA Committee the fact that the approval of the MDP Entities and Blueapple was necessary to approve any amendment to the TRA. In addition, representatives of King & Spalding discussed the possibility of the TRA Committee engaging independent legal counsel to assist the TRA Committee in its review and evaluation of the implications of the potential transaction with Parent on the TRA, and after discussion, the TRA Committee authorized the engagement of Morris, Nichols, Arsht & Tunnell LLP, which we refer to as “Morris Nichols,” as legal counsel to the TRA Committee based on their reputation and prior work representing other independent committees in connection with tax receivables agreements.

On June 29, 2022, representatives of King & Spalding and EY discussed the Preliminary TRA Model with Kirkland & Ellis LLP, the MDP Entities’ and Blueapple’s legal advisor and which we refer to as “Kirkland”. Kirkland subsequently confirmed that the MDP Entities and Blueapple agreed with the calculation of the early termination payment set forth in the Preliminary TRA Model provided to them.

Also on June 29, 2022, EVO’s Board met with members of EVO’s executive management and representatives of King & Spalding and Citi. At the meeting, members of EVO’s executive management reviewed with the Board certain projected financial information with respect to EVO’s business prepared by EVO’s management, which we refer to as the “Management Projections”. For a detailed discussion of the projections prepared by EVO’s management, see below the section entitled “—Management Projections” beginning on page [●]. EVO’s Board discussed the risks and uncertainties related to achieving the Management Projections, including the potential impact of market, customer and competitive trends on EVO and the inherent uncertainty of achieving the Management Projections. Representatives of King & Spalding also reviewed the key terms of the initial draft of the merger agreement that would be distributed to Parent, including a termination fee of 2.75% of EVO’s equity value payable by EVO in certain circumstances if EVO were to terminate the merger agreement to accept a “superior proposal” from a third party and an amendment to the TRA that would terminate the TRA in exchange for an early termination payment at closing. After discussion, EVO’s Board authorized EVO to provide the initial draft of the merger agreement to Parent.

Also at the meeting, representatives of King & Spalding discussed with EVO’s Board the terms of Citi’s proposed engagement, and also reviewed the relationship disclosures provided by Citi, following which the EVO Board determined that the relationships disclosed would not preclude Citi from serving as EVO’s financial advisor in connection with a potential transaction with Parent. In addition, at the meeting representatives of King & Spalding discussed with the EVO Board a potential approval under Article VIII of EVO’s Amended and Restated Certificate of Incorporation, which we refer to as the “Charter Waiver,” that would apply to any discussions or negotiations, and any agreements, arrangements or understandings resulting from such discussions or negotiations, that the MDP Entities and/or their representatives may have with Parent and/or its representatives regarding a potential acquisition of EVO by Parent, including the terms of a potential voting and support agreement. Representatives of King & Spalding noted that to date, none of the MDP Entities or their representatives had any direct or indirect discussions with Parent or its representatives regarding such a potential transaction or agreement, and that it would be advisable to approve the Charter Waiver in the event that any such direct discussions between the MDP Entities or their representatives became necessary or advisable.

Following these discussions, EVO’s Board approved the engagement of Citi as EVO’s financial advisor and the Charter Waiver, including the engagement letter between EVO and Citi, via a unanimous written consent executed on July 8, 2022.

On June 30, 2022, the executive management teams of EVO and Parent met at King & Spalding’s office in Atlanta, Georgia. At the meeting, the executive management team at EVO provided a business overview of EVO’s markets as well as EVO’s information technology infrastructure and responded to questions in connection with Parent’s due diligence review.

On July 3, 2022, EVO opened its virtual data room to Parent.

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On July 5, 2022, EVO delivered to Parent an initial draft of the merger agreement.

On July 8, 2022, the TRA Committee met with representatives of King & Spalding, Morris Nichols, EY and Citi as well as members of EVO’s executive management. Representatives of Morris Nichols reviewed with the TRA Committee members their fiduciary duties, both generally, and in the context of the matters under the TRA. The advisors then reviewed the Preliminary TRA Model with the TRA Committee. The TRA Committee also reviewed with the advisors, among other things, certain precedent transactions involving tax receivables agreements, including whether a discount to the early termination payment not otherwise required under such tax receivables agreement was taken and the factual context in such scenarios. The TRA Committee discussed the possibility of asking the MDP Entities and Blueapple to agree to a discount to the early termination payment that would otherwise be contractually owed to them under the TRA, which request we refer to as a “TRA Discount Request”. As part of this discussion, the TRA Committee also discussed the possibility of approaching Parent to determine if the MDP Entities and Blueapple’s agreement to a TRA Discount Request would result in an increase in the per share merger consideration payable in the potential transaction.

Following this discussion, the TRA Committee determined that it would revisit whether to make a TRA Discount Request at a later stage of the transaction negotiations after there was further clarity regarding the potential per share price that Parent was willing to pay to acquire EVO. The TRA Committee also authorized EVO to provide to Parent the Preliminary TRA Model, which was based on a $35.00 per share price and contemplated an early termination payment of approximately $378 million using the then-current three-month LIBOR rate.

On July 12, 2022, EVO’s Board met with members of EVO’s executive management and representatives of King & Spalding and Citi. During the meeting, members of EVO’s executive management updated EVO’s Board on the due diligence activities conducted by Parent. Representatives of Citi discussed with EVO’s Board Citi’s illustrative preliminary financial analysis with respect to EVO. Mr. Kelly also informed the EVO Board that Parent’s board of directors was meeting on July 18, 2022 to receive an update on the proposed transaction. In addition, EVO’s Board again discussed with EVO’s executive management and representatives of Citi the possibility of contacting other potential acquirors to gauge their interest in evaluating a potential transaction with EVO. After discussion, EVO’s Board determined, consistent with its prior discussion and determination at the June 14, 2022 meeting of the EVO Board and based on the same considerations discussed at that meeting, that evaluating a potential transaction with Parent without contacting other potential acquirors before announcing a transaction continued to be in the best interest of EVO and its stockholders. On July 12, 2022, the closing sale price of EVO’s Class A common stock was $24.58.

Also on July 12, 2022, King & Spalding sent the MDP Entities an initial draft of a voting agreement to be signed by the MDP Entities, Mr. Kelly, and other entities affiliated with Mr. Kelly, in their capacities as stockholders of EVO, pursuant to which, among other things, such stockholders would agree to vote, at a meeting of EVO’s stockholders, their respective shares in favor of the adoption of the merger agreement. The terms of the voting agreement provided that the voting support provided therein would terminate if the merger agreement were terminated. In addition, the voting agreement required the MDP Entities to convert their Series A Convertible Preferred Stock into Class A common stock immediately prior to the closing of the potential merger, with such conversion being treated as an “optional conversion” under EVO’s certificate of incorporation.

Over the course of the next several weeks through July 31, 2022, representatives of King & Spalding, Wachtell, Lipton, Rosen & Katz, legal advisor to Parent and which we refer to as “Wachtell Lipton,” Kirkland, and EVO’s and Parent’s executive management teams continued to negotiate and finalize the voting agreement.

On July 14, 2022, Wachtell Lipton provided King & Spalding with a revised draft of the merger agreement. Among other matters, the revised draft of the merger agreement proposed a termination fee of 4.00% of EVO’s equity value payable by EVO in certain circumstances if EVO were to terminate the merger agreement to accept a “superior proposal” from a third party.

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On July 15, 2022, SeekingAlpha published an article stating that EVO had attracted interest from a potential acquiror. On July 15, 2022, the closing sale price of EVO’s Class A common stock was $25.95.

On July 18, 2022, Parent’s board of directors met to receive an update on the potential transaction with EVO. Following the meeting, Mr. Sloan contacted Mr. Kelly and stated that, based on Parent’s due diligence activities and market conditions since the initial discussions regarding a potential transaction, Parent was willing to continue to evaluate the potential transaction at the lower end of the $32.00 to $35.00 per share range. Mr. Kelly informed Mr. Sloan that EVO would require a more precise proposal from Parent at this stage of the discussion. After further discussion, Mr. Sloan indicated that Parent was willing to continue to evaluate the potential transaction at a price range of $33.00 to $34.00 per share. Mr. Sloan also stated that Parent had reviewed the Preliminary TRA Model, and that while Parent continued to be willing to make an “early termination payment” to the TRA parties in an amount based on the tax benefit that Parent would receive in a potential acquisition of EVO, Parent believed that the tax benefit that Parent would receive in the transaction was substantially less than the contractual amount required by the Preliminary TRA Model and the TRA and that Parent was not prepared to pay any amount above the tax benefit it expected to receive. Mr. Kelly informed Mr. Sloan that he would discuss these developments with the EVO Board.

Also on July 18, 2022, King & Spalding sent Kirkland an initial draft of the Blueapple Sale Agreement to be entered into by Blueapple, pursuant to which Blueapple would, among other matters, agree to sell its common units in OpCo in exchange for the same per share merger consideration payable to stockholders of EVO generally, with such amount to be paid at the closing of the potential merger. Over the course of the next several weeks through July 31, 2022, representatives of King & Spalding, Wachtell Lipton, and Kirkland continued to negotiate and finalize the Blueapple Sale Agreement.

On July 19, 2022, EVO’s Board met with members of EVO’s executive management and representatives of King & Spalding and Citi. Mr. Kelly reviewed with EVO’s Board the discussion with Mr. Sloan the previous day, including Mr. Sloan’s message that Parent was willing to continue to evaluate the potential transaction at a revised purchase price range of $33.00 to $34.00 per share. EVO’s Board discussed with EVO’s executive management and representatives of Citi and King & Spalding various potential responses to Parent. After discussion, EVO’s Board determined that it was willing to continue to evaluate the potential transaction with Parent if the purchase price was between $34.00 per share and $35.00 per share. EVO’s Board also agreed that if Parent was willing to agree to a per share price within that range, EVO’s executive management and tax advisors should engage in further diligence discussions with Parent’s senior management and tax advisors to assess the value of the tax benefit that Parent would receive in the transaction, with the TRA Committee to continue to consider and recommend actions concerning the TRA to the EVO Board. Also at the meeting, representatives of King & Spalding reviewed the key terms of the revised merger agreement it received from Wachtell Lipton on July 14, 2022, and EVO’s Board provided its input on these terms. On July 19, 2022, the closing sale price of EVO’s Class A common stock was $25.95.

Mr. Kelly met with Mr. Sloan on July 19, 2022 following the EVO Board meeting. Mr. Kelly asked Mr. Sloan to consider a purchase price of $35.00 per share based on the input of the EVO Board from the meeting earlier that day. After discussion, Mr. Sloan stated that Parent was not willing to increase its per share purchase price to $35.00 per share, but that Parent would be willing to agree to a per share purchase price of $34.00 per share, subject to continued diligence and the appropriate resolution of all other material transaction terms. With respect to the TRA, Mr. Sloan reiterated that Parent continued to be willing to make an “early termination payment” to the TRA parties in an amount based on the tax benefit that Parent would receive in a potential acquisition of EVO rather than the contractual amount required by the TRA, but Parent believed that the value of the tax benefit that Parent would receive in the transaction was substantially less than what was contemplated by the Preliminary TRA Model and the TRA. Mr. Sloan did not propose a specific early termination amount that Parent would be willing to pay in lieu of the contractual amount required by the TRA, and he agreed that Parent’s senior management and tax advisors should engage in further discussions with EVO’s executive management and tax advisors to assess the value of the tax benefit.

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On July 20, 2022, King & Spalding sent Wachtell Lipton a revised draft of the merger agreement. The revised draft of the merger agreement proposed, among other matters, a termination fee of 2.75% of EVO’s equity value payable by EVO in certain circumstances if EVO were to terminate the merger agreement to accept a “superior proposal” from a third party.

On July 21 and July 22, 2022, the TRA Committee met with representatives of Morris Nichols, King & Spalding and EY, representatives of Deloitte Touche Tohmatsu Limited, public accounting firm to EVO, and members of EVO’s executive management. Representatives of Citi also participated in the TRA Committee meeting held on July 22, 2022. During the meetings, EVO’s executive management reviewed with the TRA Committee EVO’s understanding of how Parent was valuing the tax benefit that Parent would receive in the transaction. In addition, EVO’s executive management and representatives of EY noted that, assuming a closing of the potential transaction in or after November 2022, they now estimated the value of the early termination payment required by the terms of the TRA to be approximately $322 million, due primarily to changes in forward interest rates in connection with the Federal Reserve’s expected increase to interest rates later in July and a revised assumed transaction price of $34.00 per share. The TRA Committee also discussed whether to make a TRA Discount Request to the MDP Entities and Blueapple greater than what otherwise may be sought by Parent in order to potentially increase the per share consideration that would be payable in the potential transaction. Among other matters, the participants noted that (1) it was unlikely that the MDP Entities and Blueapple would accept a TRA Discount Request above what may be required by Parent to support merger consideration of $34.00 per share, (2) even if the MDP Entities and Blueapple would accept such a TRA Discount Request, it was unclear that Parent would be willing to increase the merger consideration above $34.00 per share, and (3) attempting to couple a TRA Discount Request with an increase in per share merger consideration could make it less likely that the MDP Entities and Blueapple would accept any TRA Discount Request required by Parent to maintain the $34.00 per share merger consideration. Following discussion, the TRA Committee determined not to seek a TRA Discount Request greater than what otherwise might be sought by Parent. The TRA Committee determined that it would be beneficial to involve the MDP Entities and Blueapple in any discussions with Parent regarding any TRA Discount Request from Parent and any discussion regarding the value of the tax benefit to Parent, but that the MDP Entities, Blueapple, EVO’s executive management and their respective advisors should be instructed that no participant in any such discussion should suggest that merger consideration of less than $34.00 per share was negotiable. Following these meetings, representatives of Morris Nichols issued this instruction as directed by the TRA Committee.

On July 23, 2022, the Compensation Committee of EVO’s Board met with its independent compensation consultant. Members of EVO’s executive management and representatives of King & Spalding also participated in the meeting. At the meeting, the Compensation Committee discussed, among other matters, the perspectives of EVO’s executive management and the Compensation Committee’s independent compensation consultant with respect to certain compensation matters in connection with the potential transaction, including the treatment of bonuses under EVO’s annual incentive plan payable to EVO’s employees in connection with the potential transaction and a customary retention pool to be implemented in connection with a transaction.

On July 24, 2022, members of EVO’s executive management team met with Mr. Dombalagian on behalf of the MDP Entities and Mr. Sidhom on behalf of Blueapple, to discuss Parent’s perspectives on the potential limitations on the tax benefit it would receive from the transaction. After discussion, Mr. Dombalagian and Mr. Sidhom agreed that they would evaluate agreeing to an amendment to the TRA to reduce the contractual amount owed to the TRA beneficiaries under the TRA to reflect a reasonable estimate of the tax benefit that Parent would receive from the transaction.

On July 24, 2022, Wachtell Lipton sent King & Spalding a revised draft of the merger agreement. The revised draft of the merger agreement proposed, among other matters, a termination fee of 3.5% of EVO’s equity value payable by EVO in certain circumstances if EVO were to terminate the merger agreement to accept a “superior proposal” from a third party. The draft merger agreement also noted that the TRA amendment remained under review and discussion between the parties.

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On July 25, 2022, members of EVO’s and Parent’s executive management teams and their respective advisors met to discuss the potential value of the tax benefit that Parent would receive in the transaction and the assumptions that were being utilized to calculate the tax benefit.

On July 26, 2022, King & Spalding sent Wachtell Lipton an initial draft of the disclosure schedules to the merger agreement.

Also on July 26, 2022, King & Spalding sent Wachtell Lipton a revised draft of the merger agreement. The revised draft of the merger agreement proposed, among other matters, a termination fee of 2.75% of EVO’s equity value payable by EVO in certain circumstances if EVO were to terminate the merger agreement to accept a “superior proposal” from a third party.

Between July 27, 2022 and July 29, 2022, Mr. Sloan and Mr. Kelly on the one hand and Mr. Kelly, Mr. Dombalagian on behalf of the MDP Entities and Mr. Sidhom on behalf of Blueapple, on the other, had multiple discussions regarding the TRA early termination payment.

Throughout this period and until execution of the merger agreement, EVO’s and Parent’s executive management along with representatives of King & Spalding and Wachtell Lipton continued to negotiate and finalize the merger agreement, including the disclosure schedules to the merger agreement and other related matters, including the voting agreement, the Blueapple Sale Agreement, and the TRA amendment.

On July 28, 2022, Wachtell Lipton sent King & Spalding a revised draft of the merger agreement. The revised draft of the merger agreement proposed, among other matters, a termination fee of $110 million (or approximately 3.25% of EVO’s equity value) payable by EVO in certain circumstances if EVO were to terminate the merger agreement to accept a “superior proposal” from a third party.

Also on July 28, 2022, EVO’s Board met with members of EVO’s executive management and representatives of King & Spalding and Citi. Representatives of King & Spalding reviewed the key open issues in the merger agreement. Representatives of Citi reviewed the recent increase in price of EVO’s Class A common stock, compared with the share price performance of certain peer companies of EVO. The members of the EVO Board provided feedback to Mr. Kelly, including that the termination fee should be no greater than 3.00% of EVO’s equity value. Mr. Kelly also reviewed the discussions he had with Mr. Sloan, the MDP Entities and Blueapple regarding the TRA, noting that the amount of the early termination payment was still under negotiation.

Following the meeting of the EVO Board, Mr. Kelly met with Mr. Sloan in person and a representative from King & Spalding participated by telephone for a portion of the meeting. During the meeting, based on feedback that Mr. Kelly received earlier in the day from Mr. Dombalagian on behalf of the MDP Entities and Mr. Sidhom on behalf of Blueapple, Mr. Kelly proposed, using reasonable assumptions to calculate the potential tax benefit to Parent, an early termination payment of $250 million in connection with the termination of the TRA in the potential transaction. Mr. Sloan informed Mr. Kelly that Parent would consider this proposal. In addition, the parties also discussed the remaining open points in the merger agreement and related documents, including the size of the termination fee (which was agreed to be $100 million or approximately 3% of EVO’s equity value) payable by EVO in certain circumstances if EVO were to terminate the merger agreement to accept a “superior proposal” from a third party.

On July 30, 2022, Mr. Sloan informed Mr. Kelly that, based on Parent’s assessment regarding the tax benefit that Parent expected to receive in the transaction, Parent was prepared to make an early termination payment of $200 million. Mr. Kelly informed Mr. Sloan that he did not believe the MDP Entities and Blueapple would agree to this proposal. Throughout the remainder of the day, Mr. Kelly had several discussions with the MDP Entities and Blueapple regarding the early termination payment under the TRA. Later in the evening of July 30, 2022, Mr. Kelly suggested to Mr. Sloan that an early termination payment of $225 million may be acceptable to the MDP Entities and Blueapple. Mr. Sloan stated that Parent would agree to an early termination payment at that

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level. Mr. Kelly discussed this proposal with the MDP Entities and Blueapple, each of which stated on the morning of July 31, 2022 that they would be willing to agree to a $225 million early termination payment.

On July 31, 2022, the TRA Committee met with members of EVO’s executive management and representatives of Morris Nichols and King & Spalding present. Representatives of King & Spalding reviewed with the TRA Committee the discussions that had transpired regarding the early termination payment in connection with the termination of the TRA, and the proposed amendment to the TRA to effectuate such early termination payment at the closing of the transaction. After discussion, the TRA Committee unanimously recommended that EVO’s Board approve the TRA amendment.

Also on July 31, 2022, EVO’s Board held a meeting with members of EVO’s executive management and representatives of King & Spalding and Citi present. Prior to the meeting, EVO’s Board had received copies of the merger agreement and related transaction documents and a summary of the terms of the transaction, as well as presentation materials prepared by representatives of Citi. Representatives of Citi reviewed with the Board Citi’s financial analyses relating to the fairness to the holders of shares of EVO’s Class A common stock (solely in their capacity as such and not in their capacity as the TRA Payment Recipients) of the merger consideration to be received in the proposed Merger by such holders and answered questions regarding such financial analysis, and a representative of Citi then rendered to the Board Citi’s oral opinion, subsequently confirmed by delivery of a written opinion, dated July 31, 2022, to the effect that, as of the date of Citi’s written opinion and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Citi as set forth in its written opinion, the merger consideration to be received by the holders of shares of EVO’s Class A common stock (solely in their capacity as such and not in their capacity as the TRA Payment Recipients) was fair, from a financial point of view, to such holders. For more information, see the section in this proxy statement entitled “—Opinion of EVO’s Financial Advisor.” Representatives of Citi also confirmed that there had been no changes to Citi’s relationship disclosures as provided to EVO’s Board at the June 29, 2022 EVO Board meeting. Also at the meeting, representatives of King & Spalding again reviewed with the members of EVO’s Board their fiduciary duties, both in general and in the context of the potential transaction with Parent. Representatives of King & Spalding also reviewed with EVO’s Board the key terms of the draft merger agreement and other transaction documents that had been negotiated between the parties. In addition, representatives of King & Spalding also reviewed with EVO’s Board, including the members of the Compensation Committee, certain compensation matters related to the merger agreement, including the treatment of EVO’s equity awards in the transaction. Following these discussions and the delivery of the presentations, and after careful review and discussion by EVO’s Board, including consideration of the factors described below under the heading “—Reasons for the Merger; Recommendation of EVO’s Board of Directors” beginning on page [●], EVO’s Board unanimously determined that the merger agreement and the transactions contemplated thereby were fair to, advisable and in the best interests of EVO’s stockholders, and approved the merger agreement and the transactions contemplated thereby and related transaction documents.

On the morning of August 1, 2022, EVO and Parent executed and delivered the merger agreement and related transaction documents, and the transaction was announced before the market opened in New York, New York.

Recommendation of the Board and Reasons for the Merger

After careful consideration, as described above in the section entitled “—Background of the Merger,” the Board unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby are fair to, advisable and in the best interests of EVO’s stockholders, (ii) approved and declared advisable the Merger Agreement and the transactions contemplated thereby upon the terms and subject to the conditions set forth therein, (iii) directed that the Merger Agreement be submitted to EVO’s stockholders to be adopted and approved, and (iv) resolved to recommend adoption of the Merger Agreement by EVO’s stockholders.

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The Board unanimously recommends that you vote: (1) “FOR” the Merger Proposal; (2) “FOR” the Advisory Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

In evaluating the Merger Agreement and the transactions contemplated thereby, including the Merger, the Board consulted with EVO’s executive management team, King & Spalding LLP and Citi. In the course of reaching its determination, the Board considered a number of factors and benefits of the Merger, including the following factors weighing in favor of approving the Merger Agreement (not necessarily in order of relative importance):

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The Board also considered a variety of risks and other potentially negative factors concerning the Merger and the Merger Agreement, including the following risks and factors (not necessarily in order of relative importance):

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The foregoing discussion of the factors considered by the Board set forth the principal factors considered by the Board but is not intended to be exhaustive. The Board collectively reached the unanimous conclusion to approve the Merger and the Merger Agreement considering all of the various factors described above and other factors that each member of the Board deemed relevant. In view of the wide variety of factors considered by the members of the Board in connection with their evaluation of the Merger and the complexity of these matters, the Board did not consider it practical, and did not attempt, to quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its decision. The Board made its decision based on the totality of information presented to and considered by it. In considering the factors discussed above, individual directors may have given different weights to different factors.

Opinion of EVO’s Financial Advisor

EVO retained Citi as its financial advisor in connection with a possible transaction involving EVO. In connection with Citi’s engagement, the Board requested that Citi evaluate the fairness, from a financial point of view, to the holders of shares of EVO’s Class A common stock (solely in their capacity as such and not in their capacity as the TRA Payment Recipients) of the merger consideration to be received by such holders pursuant to the terms and subject to the conditions set forth in the Merger Agreement. On July 31, 2022, at a meeting of the Board held to evaluate the proposed Merger, Citi rendered to the Board an oral opinion, subsequently confirmed by delivery of a written opinion, dated July 31, 2022, to the effect that, as of the date of Citi’s written opinion and based on and subject to various assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Citi as set forth in its written opinion, the merger consideration to be received by the holders of shares of EVO’s Class A common stock (solely in their capacity as such and not in their capacity as the TRA Payment Recipients) was fair, from a financial point of view, to such holders.

The full text of Citi’s written opinion, dated July 31, 2022, to the Board, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations and qualifications on the review undertaken by Citi in rendering its opinion, is attached to this proxy statement as Annex B, and is incorporated herein by reference in its entirety. The summary of Citi’s opinion set forth below is qualified in its entirety by reference to the full text of Citi’s opinion. Citi’s opinion was rendered to the Board in connection with its evaluation of the proposed Merger and was limited to the fairness, from a financial point of view, as of the date of Citi’s written opinion, to the holders of shares of EVO’s Class A common stock (solely in their capacity as such and not in their capacity as the TRA Payment Recipients) of the merger consideration. Citi’s opinion did not address any other terms, aspects or implications of the proposed Merger. Citi’s opinion did not address the underlying business decision of EVO to effect the proposed Merger, the relative merits of the proposed Merger as compared to any alternative business strategies that might have existed for EVO or the effect of any other transaction in which EVO might have engaged. Citi’s opinion is not intended to be and does not constitute a recommendation to any stockholder as to how such stockholder should vote or act on any matters relating to the proposed Merger.

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In arriving at its opinion, Citi:

The issuance of Citi’s opinion was authorized by Citi’s fairness opinion committee.

In rendering its opinion, Citi assumed and relied, without independent verification, upon the accuracy and completeness of all financial and other information and data publicly available or provided to or otherwise reviewed by or discussed with Citi and upon the assurances of the management of EVO that they were not aware of any relevant information that was omitted or that remained undisclosed to Citi. With respect to the Management Projections and other information and data relating to EVO provided to or otherwise reviewed by or discussed with Citi, Citi was advised by the management of EVO, and Citi assumed, with the consent of the Board, that the Management Projections and such other information and data were reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of EVO as to, and are a reasonable basis upon which to evaluate, the future financial performance of EVO. In addition, Citi expressed no view or opinion as to the Management Projections and other information or data (or underlying assumptions on which the Management Projections and such other information or data are based) provided to or otherwise reviewed by or discussed with Citi.

Citi assumed, with the consent of the Board, that the Merger would be consummated in accordance with the terms, conditions and agreements set forth in the Merger Agreement, without waiver, modification or amendment of any material term, condition or agreement and that, in the course of obtaining the necessary governmental, regulatory or third party approvals, consents and releases for the Merger, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on EVO or the Merger or that otherwise would be meaningful to its opinion or analysis. Representatives of EVO advised Citi, and Citi further assumed, with the consent of the Board, that the final terms of the Merger Agreement would not vary materially from those set forth in the draft reviewed by Citi. Citi did not make and was not provided with an independent evaluation or appraisal of the assets or liabilities (contingent or otherwise) of EVO nor did Citi make any physical inspection of the properties or assets of EVO. Citi was not requested to, and it did not, solicit third-party indications of interest in the acquisition of all or a part of EVO. Citi did not express any view or opinion with respect to accounting, tax, regulatory, legal or similar matters, including, without limitation, as to tax or other consequences of the Merger or otherwise or changes in, or the impact of, accounting standards or tax and other laws, regulations and governmental and legislative policies affecting EVO or the Merger (including the contemplated benefits thereof), and Citi relied, with the consent of the Board, upon the assessments of representatives of EVO as to such matters.

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Citi’s opinion addresses only the fairness, from a financial point of view and as of the date of its written opinion, of the merger consideration to be received by the holders of EVO’s Class A common stock (solely in their capacity as such and not in their capacity as the TRA Payment Recipients) in the Merger, and did not address any other terms, aspects or implications of the Merger, including, without limitation, the form or structure of the Merger, or any terms, aspects or implications of any agreement, arrangement or understanding to be entered into or amended or modified in connection with or contemplated by the Merger or otherwise, including, among other things, the Tax Receivable Agreement, as amended by the TRA Amendment (both, as defined in the Merger Agreement), the early termination payments contemplated to be made to the TRA Payment Recipients under the TRA, as amended by the TRA Amendment, or the amount thereof relative to the merger consideration or otherwise. Citi’s opinion did not address the underlying business decision of EVO to effect the Merger, the relative merits of the Merger as compared to any alternative business strategies that might have existed for EVO or the effect of any other transaction in which EVO might have engaged. Citi also expressed no view as to, and Citi’s opinion did not address, the fairness (financial or otherwise) of the amount or nature or any other aspect of any compensation to any officers, directors or employees of any parties to the Merger, or any class of such persons, relative to the merger consideration or otherwise. Citi’s opinion was necessarily based upon information available to Citi, and financial, stock market and other conditions and circumstances existing and disclosed to Citi, as of the date of its written opinion. Although subsequent developments may affect Citi’s opinion, Citi has no obligation to update, revise or reaffirm its opinion. The credit, financial and stock markets, the industries in which EVO operates, and the securities of EVO have experienced and may continue to experience volatility and Citi expressed no view or opinion as to any potential effects of such volatility on EVO or the Merger (including the contemplated benefits thereof).

In preparing its opinion, Citi performed a variety of financial and comparative analyses, including those described below. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. Citi arrived at its opinion based on the results of all analyses undertaken by it and factors assessed as a whole, and it did not draw, in isolation, conclusions from or with regard to any one factor or method of analysis for purposes of its opinion.

In its analyses, Citi considered industry performance, general business, economic, market and financial conditions and other matters existing as of the date of its written opinion, many of which are beyond the control of EVO. No company, business or transaction reviewed is identical or directly comparable to EVO or the Merger and an evaluation of these analyses is not entirely mathematical; rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the public trading, acquisition or other values of the companies, businesses or transactions reviewed or the results of any particular analysis.

The estimates used by Citi for purposes of its analyses and the valuation ranges resulting from any particular analysis are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than those suggested by such analyses. In addition, analyses relating to the value of businesses or securities do not purport to be appraisals or to reflect the prices at which businesses or securities actually may be sold or acquired. Accordingly, the estimates used in, and the results derived from, Citi’s analyses are inherently subject to substantial uncertainty.

Citi was not requested to, and it did not, recommend or determine the specific consideration payable in the Merger. The type and amount of consideration payable in the proposed Merger was determined through negotiations between EVO, on the one hand, and Parent and its affiliates, on the other hand, and EVO’s decision to enter into the Merger Agreement was solely that of the Board. Citi’s opinion was only one of many factors considered by the Board in its evaluation of the Merger and should not be viewed as determinative of the views of the Board or the management of EVO with respect to the proposed Merger, merger consideration or any other aspect of the transactions contemplated by the Merger Agreement.

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Financial Analyses

The following is a summary of the material financial analyses prepared for and reviewed with the Board in connection with Citi’s opinion, dated July 31, 2022, to the Board. The summary set forth below does not purport to be a complete description of the financial analyses performed by, and underlying the opinion of, Citi, nor does the order of the financial analyses described represent the relative importance or weight given to those financial analyses by Citi. Certain financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses, the tables must be read together with the text of each summary as the tables alone do not constitute a complete description of the financial analyses. Considering the data in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the financial analyses, could create a misleading or incomplete view of such financial analyses. Future results may be different from those described and such differences may be material. Approximate implied equity value per share reference ranges derived from the financial analyses described below and other per share ranges presented for reference purposes only were rounded to the nearest $0.05, except for data relating to intraday trading share prices. Except as otherwise noted, financial data utilized for EVO in the financial analyses described below were based on the Management Projections as indicated and other information and data relating to EVO provided to or discussed with Citi and approved for Citi’s use by the Board and as further summarized in the section entitled “—Management Projections” beginning on page [●] (the “Management Projections”).

Selected Public Companies Analysis

Citi reviewed certain financial and stock market information relating to the following five publicly traded companies (such companies collectively, the “selected companies”):

Although none of the selected companies listed above is directly comparable to EVO, the selected companies were chosen because they have operations that, for purposes of Citi’s analysis and based on its experience and professional judgment, may be considered similar to certain operations of EVO based on business sector participation, operational characteristics and financial metrics.

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For each of the selected companies, Citi calculated and reviewed, among other information, (i) firm value (calculated as fully diluted equity value, plus net debt, preferred equity and non-controlling interests, and less unconsolidated investments, as applicable) as a multiple of estimated calendar year 2023 adjusted earnings before interest, taxes, depreciation and amortization, unburdened by stock based compensation and includes, where applicable, the impact of income attributable to non-controlling interest (“adjusted EBITDA”) and (ii) closing share price as a multiple of projected calendar year 2023 adjusted earnings per share, unburdened by stock based compensation (“adjusted EPS”). All calculations in this review were based on closing share prices on July 29, 2022 and, with respect to the selected companies, financial data (pro forma as applicable) were based on publicly available Wall Street research analysts’ estimates, public filings and other publicly available information. The firm value to projected calendar year 2023 adjusted EBITDA multiples and price to projected calendar year 2023 adjusted EPS multiples calculated by Citi for each selected company (as well as the median multiples) are set forth below:

Based on the multiples calculated and observed for the selected companies as described above and its professional judgment and experience, Citi identified and applied selected reference ranges of: (i) firm value to calendar year 2023 adjusted EBITDA multiples of 9.5x to 11.5x to EVO’s estimated calendar year 2023 adjusted EBITDA, reflected in the Management Projections, to derive a range of implied firm values for EVO and (ii) price to calendar year 2023 adjusted EPS multiples of 11.0x to 16.5x to EVO’s 2023 adjusted EPS, reflected in the Management Projections, to derive a range of share prices for EVO. From each of these ranges of implied firm values, Citi subtracted EVO’s net debt (calculated as gross debt including pro forma adjustments for pending acquisitions less available cash) and non-controlling interest in consolidated entities (including pro forma adjustments for pending acquisitions) and added investments in equity securities (in each case, as of June 30, 2022), and divided the results by the number of shares of EVO’s Class A common stock outstanding on a fully diluted basis, calculated using the treasury stock method, based on information provided by EVO management. This analysis indicated the following approximate implied per share equity value reference ranges for EVO (rounded to the nearest $0.05), as compared to the merger consideration of $34.00 per share:

Selected Precedent Transactions Analysis

Using publicly available information, Citi reviewed certain financial data relating to the thirteen transactions listed in the table below involving target companies whose operations, for the purposes of Citi’s analysis and based on its experience and professional judgment, Citi considered generally relevant in evaluating those of EVO, based on business sector participation, operational characteristics and financial metrics (such transactions collectively, the “selected transactions”).

For each of the selected transactions, Citi calculated and reviewed, among other information, the implied firm value for the target company involved in each selected transaction at the time of announcement (calculated based

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on (i) the aggregate consideration paid or to be paid in such selected transaction, or, if and as applicable, (ii) the fully diluted equity value implied by the per share purchase price in such selected transaction, plus net debt, preferred equity and non-controlling interests, and less unconsolidated investments, as applicable) as a multiple of the applicable target company’s publicly available estimated adjusted EBITDA for the last 12 month period (“LTM”) prior to the announcement of the applicable selected transaction (such multiples, “Firm Value / LTM Adjusted EBITDA”).

Based on the multiples calculated and observed for the selected transactions and its professional judgment and experience, Citi identified and applied a selected reference range of Firm Value / LTM Adjusted EBITDA multiples of 12.0x to 23.0x to EVO’s LTM Adjusted EBITDA for the twelve-month period ended June 30, 2022 (pro forma for pending and completed acquisitions per EVO management), to derive a range of implied firm values for EVO. From this range of implied firm values, Citi subtracted EVO’s net debt (calculated as gross debt including pro forma adjustments for pending acquisitions less available cash) and non-controlling interests in consolidated entities (including pro forma adjustments for pending acquisitions) and added investments in equity securities (in each case, as of June 30, 2022), and divided the results by the number of shares of EVO’s Class A common stock outstanding on a fully diluted basis, calculated using the treasury stock method, based on information provided by EVO management. This analysis indicated the following approximate implied per share equity value reference range for EVO (rounded to the nearest $0.05), as compared to the merger consideration of $34.00 per share:

Discounted Cash Flow Analysis

Citi conducted a discounted cash flow analysis of EVO using the Management Projections, in which Citi calculated the estimated present value (as of June 30, 2022) of the standalone unlevered after-tax free cash flows that EVO was forecasted to generate during the last six months of fiscal year 2022 through fiscal year 2028 as reflected in the Management Projections. Based on its professional judgment and experience, Citi calculated terminal values for EVO at the end of the projection period by applying a selected range of perpetuity growth rates of 2.50% to 3.00% (which Citi derived by utilizing its professional judgment and experience and taking into consideration, among other factors, EVO management’s views regarding future growth, as well as long-term growth expectations for the industry and trend in the overall economy generally) to the standalone unlevered after-tax free cash flows of EVO in the terminal year. Citi then discounted to present value (as of June 30, 2022) the standalone unlevered after-tax free cash flows and implied estimated terminal value using discount rates

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ranging from 10.25% to 11.50%, derived from a calculation of the weighted average cost of capital of EVO, which Citi performed utilizing the capital asset pricing model with inputs that Citi determined were relevant based on publicly available data and Citi’s professional judgment, including target capital structure, after-tax cost of debt, unlevered beta for EVO, tax rates, the equity market risk premium and risk-free rate. This analysis indicated an implied firm value reference range for EVO of approximately $3,095 million to $3,882 million. From this range of implied firm values, Citi subtracted EVO’s net debt (calculated as gross debt less available cash) and non-controlling interests in consolidated entities (including pro forma adjustments for pending acquisitions) and added investments in equity securities (in each case, as of June 30, 2022), and divided the results by the number of shares of EVO’s Class A common stock outstanding on a fully diluted basis, calculated using the treasury stock method, based on information provided by EVO management. This analysis indicated the following approximate implied per share equity value reference range for EVO, as compared to the merger consideration of $34.00 per share:

the proposed Merger, for which services Citi and such affiliates have received and expect to receive compensation, including, without limitation, during the two-year period prior to the date of Citi’s written opinion, having acted as co-documentation agent and/or administrative agent and/or joint arranger and/or lender in connection with certain bond issuances, loan and credit facility underwritings for EVO. For the services described above for EVO and its affiliates, Citi and its affiliates received, during the two-year period prior to the date of Citi’s written opinion, aggregate fees of approximately $6.0 million. As the Board was also aware, although Citi and its affiliates have not provided investment banking, commercial banking or other similar financial services to Parent during the past two years for which Citi and its affiliates received compensation, Citi and its affiliates in the future may provide such services to Parent and/or its affiliates, for which services Citi and its affiliates would expect to receive compensation.

In the ordinary course of Citi’s business, Citi and its affiliates may actively trade or hold the securities of EVO and Parent for Citi’s own account or for the account of Citi’s customers and, accordingly, may at any time hold a long or short position in such securities. In addition, Citi and its affiliates (including Citigroup Inc. and its affiliates) may maintain relationships with EVO, Parent and their respective affiliates.

The Board selected Citi as a financial advisor in connection with the Merger based on Citi’s reputation, experience and familiarity with EVO and its business. Citi is an internationally recognized investment banking firm that regularly engages in the valuation of businesses and their securities in connection with mergers and acquisitions and other purposes.

Management Projections

In connection with the evaluation of EVO’s strategic alternatives described in this proxy statement, EVO’s management prepared and provided the Management Projections to the Board in considering, analyzing and evaluating EVO’s strategic alternatives, including the Merger, and to EVO’s financial advisor, Citi for its use and reliance in connection with Citi’s financial analyses and opinion described in the section titled “The Merger—Opinion of EVO’s Financial Advisor” above. Except as noted below, the Management Projections were also provided to Parent in connection with its evaluation of the potential transaction.

The Management Projections described below were not prepared with a view to public disclosure and, other than its quarterly financial guidance, EVO does not as a matter of course publicly disclose forecasts or internal projections as to future performance due to, among other things, the inherent difficulty of accurately predicting financial performance for future periods and the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. The Management Projections are only included in this proxy statement because this information was prepared by EVO’s management and reviewed and approved by the Board for use and reliance by Citi in connection with Citi’s financial analyses and opinion described in the section titled “The Merger—Opinion of EVO’s Financial Advisor” above, and for the purpose of providing stockholders of EVO access to certain information made available to the Board in connection with its evaluation of the Merger. These Management Projections are not being included in this document to influence stockholders’ decisions whether to vote for or against the Merger Proposal, or to influence any other investment decisions.

These Management Projections were also not prepared with a view to comply with generally accepted accounting principles as applied in the United States (which we refer to as “GAAP”), the published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. For example, certain metrics included in the Management Projections are non-GAAP financial measures, and the Management Projections do not include footnote disclosures as may be required by GAAP.

The Management Projections include forecasts provided to Citi and the Board in connection with a business combination transaction, and as such are excluded from the definition of “non-GAAP financial measures” under the rules of the SEC. Therefore such projections are not subject to SEC rules regarding disclosures of non-GAAP

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financial measures, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure. In addition, reconciliations of non-GAAP financial measures were not included in the Management Projections provided to or relied upon by Citi or the Board for purposes of their respective evaluations. Accordingly, we have not provided a reconciliation of the financial measures included in the Management Projections to the relevant GAAP financial measures. The non-GAAP financial measures are not meant to be considered in isolation or as a substitute for comparable GAAP measures. These non-GAAP financial measures are not prepared in accordance with GAAP, are not reported by all of EVO’s competitors and may not be directly comparable to similarly titled measures of EVO’s competitors due to potential differences in the exact method of calculation.

EVO also believes that a quantitative reconciliation of such forward-looking information to the most comparable financial measure calculated and presented in accordance with GAAP cannot be made available without unreasonable efforts. A reconciliation of forward-looking non-GAAP financial measures would require EVO to quantify stock-based compensation expense, acquisition and integration expense, amortization expense associated with acquired intangibles, asset impairment charges, restructuring charges, gains or losses relating to sales of assets, tax-related items and the non-cash portion of the interest expense on EVO’s existing debt. All of these items cannot be reliably quantified due to the combination of variability and volatility of such components and may, depending on the size of the components, have a significant impact on the reconciliation.

Furthermore, our independent registered public accounting firm has not examined, audited, reviewed, compiled or otherwise applied procedures to the Management Projections and, accordingly, assumes no responsibility for, and expresses no opinion on, the Management Projections. The Management Projections included in this proxy statement have been prepared by, and are the responsibility of, our management.

Although presented in the table below with numerical specificity, the Management Projections reflect numerous estimates and assumptions with respect to industry performance, general business, economic, market and financial conditions, foreign exchange rates, changes to our business, financial condition or results of operations, and other matters. Many of these estimates and assumptions are difficult to predict, subject to significant economic and competitive uncertainties, are beyond our control, and may cause the Management Projections or the underlying assumptions to be inaccurate, including the factors described or referenced under the section entitled “—Cautionary Statement Regarding Forward-Looking Statements” beginning on page [●]. The Management Projections also reflect assumptions as to certain business decisions that are subject to change. There can be no assurance that the underlying assumptions would prove to be accurate or that the projected results would be realized, and actual results could differ materially from those reflected in the Management Projections, whether or not the Merger is completed. Since the Management Projections cover multiple years, the information contained therein, and the estimates and assumptions on which such forecasts are based, by their nature become even less reliable with each successive year. The Management Projections also do not take into account any circumstances or events occurring after the date they were prepared; thus, resulting in further reasons why there can be no assurance that the Management Projections will be realized or that our actual results will not be significantly higher or lower than projected. Further, the Management Projections were prepared by EVO’s management and represent their evaluation of expected future financial performance of EVO on a stand-alone basis, without reference to the Merger. The Management Projections reflect numerous variables, expectations and assumptions as to certain business decisions that are subject to change and does not take into account any circumstances or events occurring after the date they were prepared, including the transactions contemplated by the Merger Agreement or the possible financial and other effects on EVO of the Merger, and does not attempt to predict or suggest future results of the surviving corporation or give effect to the Merger, including the effect of negotiating or executing the Merger Agreement, the costs that may be incurred in connection with consummating the Merger, the potential synergies that may be achieved as a result of the Merger, the effect on EVO of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement having been executed, or the effect of any business or strategic decisions or actions which would likely have been taken if the Merger Agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the Merger. Further, the Management Projections

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do not take into account the effect of any possible failure of the Merger to occur. No assurances can be given that if the Management Projections and the underlying assumptions had been prepared as of the date of this proxy statement, similar assumptions would be used.

The Management Projections reflect numerous estimates and assumptions with respect to industry performance, general business, economic, market and financial conditions, foreign exchange rates, changes to our business, financial condition or results of operations, and other matters. In particular, the EVO management team considered the following estimates and hypothetical assumptions with respect to the development of the Management Projections:

For the foregoing reasons, as well as the bases and assumptions on which the Management Projections were compiled, the inclusion of specific portions of the Management Projections in this proxy statement should not be regarded as an indication that such forecasts will be an accurate prediction of future events, and they should not be relied on as such. EVO, its respective affiliates, officers, directors, advisors or other representatives cannot provide any assurance that actual results will not differ from the Management Projections. Except as may be required by applicable securities laws, we do not intend to update or otherwise revise the Management Projections or the specific portions presented to reflect circumstances existing after the date when made or to reflect the occurrence of future events.

These Management Projections are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. For information on factors that may cause our future financial results to materially vary, see the section titled “Cautionary Statement Concerning Forward-Looking Information” above.

The Management Projections set forth in the following table were prepared by EVO’s management to help develop a framework for evaluating the potential future value and financial outlook of EVO for the fiscal years ending December 31, 2022, 2023, 2024, 2025, 2026, 2027 and 2028.

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Financing of the Merger

The Merger Agreement does not contain a financing condition. The total amount of funds necessary for Parent to complete the Merger and the related transactions, and to pay the fees and expenses required to be paid at the closing of the Merger by Parent and Merger Subsidiary under the Merger Agreement, includes the funds needed to pay the Payment Amounts.

In connection with the Merger Agreement, Parent entered into the Bridge Commitment Letter, with the Bridge Commitment Parties, pursuant to which the Bridge Commitment Parties committed to provide, subject to the satisfaction of customary closing conditions, Parent with the Bridge Financing. On August 19, 2022, Parent entered into the Revolving Credit Facility. Borrowings under the Revolving Credit Facility on the closing date for purposes of funding Parent’s obligations under the Merger Agreement will be subject to limited conditionality. On August 22, 2022, Parent issued the Senior Notes and subsequently reduced the commitments related to the Bridge Financing to zero and terminated in full the commitments thereunder. Parent expects to pay the Payment Amounts with cash on hand, including with net proceeds from the Senior Notes offering and borrowings on the closing date under the Revolving Credit Facility. As of August 22, 2022, Parent had approximately $5.75 billion of undrawn commitments under the Revolving Credit Facility.

For more information, see the sections titled “The Merger Agreement—Conditions to Completion of the Merger,” “The Merger Agreement—Termination Fee; Effect of Termination,” “The Merger—Blueapple Sale Agreement.”

Closing and Effective Time of the Merger

The closing of the Merger will occur at 8:00 a.m. Eastern time on the date that is three business days following the date the conditions set forth in the Merger Agreement (other than those conditions that by their nature are to be satisfied at or immediately prior to the closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the closing, and other than certain other conditions that must be satisfied immediately prior to or concurrently with the closing) have been satisfied or, to the extent permissible, waived, or at such other time or on such other date as EVO and Parent may mutually agree.

On the closing date, EVO and Parent will cause a certificate of merger relating to the Merger to be executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger will become effective at such time of the filing of the certificate of merger, or at such later time that EVO, Parent and Merger Subsidiary may agree and designate in the certificate of merger in accordance with Delaware law.

Payment of Merger Consideration and Surrender of Stock Certificates

Promptly after the effective time of the Merger (but in no event later than three business days thereafter), each holder of record of Class A common stock (other than holders who solely hold excluded shares) will be sent a

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letter of transmittal and instructions describing how such record holder may surrender his, her or its shares of our Class A common stock (or affidavits of loss in lieu thereof) in exchange for the merger consideration. If the Merger is completed and your shares of EVO stock are held in book-entry through DTC or in “street name” by a broker or other nominee, EVO and Parent will cooperate to establish procedures to transmit the applicable cash proceeds to you.

Interests of Certain Persons in the Merger

In considering the Board recommendation that you vote to approve the proposal to adopt the Merger Agreement, you should be aware that EVO’s directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of EVO’s stockholders generally. The Board is aware of the different or additional interests set forth in this proxy statement and considered such interests along with other matters in approving the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger. The transactions contemplated by the Merger Agreement will be a “change in control” for purposes of our executive compensation and benefit plans and agreements described below. These potential interests are described below.

Treatment of EVO Equity Awards

As further described in the section entitled “The Merger Agreement—Treatment of EVO Equity Awards,” outstanding EVO equity awards held by EVO’s directors and executive officers will be subject to the following treatment at the effective time of the Merger:

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Parent has acknowledged and agreed that the EVO named executive officers and three of the four EVO executive officers who are not named executive officers will experience a material change or diminution in position and responsibilities as a result of the merger, which will entitle them to terminate their employment at the effective time for “good reason.” Pursuant to the Merger Agreement, and notwithstanding the foregoing, if any of such EVO executive officers is terminated without “cause” or resigns for “good reason,” in each case effective at the effective time of the Merger, all EVO equity awards held by such executive officer will vest and be canceled in exchange for a cash payment equal to the merger consideration multiplied by the number of shares of Class A common stock underlying the award (less the applicable exercise price in the case of EVO Options).

For an estimate of the amounts that would be realized by each of EVO’s named executive officers upon a termination without “cause” or for “good reason” (each as defined in the applicable award agreement, and each of which we refer to as a “qualifying termination”) at the effective time of the Merger in respect of their unvested EVO equity awards, see the section entitled “The Merger—Quantification of Potential Payments and Benefits to Our Named Executive Officers.”

The estimated aggregate amount that would be realized by the four executive officers who are not named executive officers in settlement of their unvested EVO equity awards that were outstanding on August 26, 2022 if

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the Merger was completed on March 15, 2023 and each executive officer experienced a qualifying termination on that date is $6,165,263. In addition, seven of EVO’s non-employee directors receive an annual award of RSUs that cliff vest on the first anniversary of the date of grant. The estimated aggregate amount that would be realized by seven of EVO’s non-employee directors who hold outstanding EVO RSUs as of August 26, 2022 if the effective time of the Merger occurs prior to the vesting date of such awards (which is March 1, 2023 for Ms. Harland and February 24, 2023 for the other non-employee directors), and such directors’ services were terminated without “cause” on the effective date of the Merger is $1,520,004. These amounts are calculated using a price per share of EVO common stock equal to the merger consideration of $34.00 per share and, in the case of EVO PSUs held by our executive officers, assumed target performance. These amounts do not attempt to forecast any additional equity grants, issuances or forfeitures that may occur prior to the closing. As a result of the foregoing assumptions, which may or may not be accurate on the relevant date, the actual amounts, if any, to be realized by EVO’s executive officers who are not named executive officers and directors may materially differ from the amounts set forth above.

EVO Employment Agreements with Executive Officers

Each of EVO’s named executive officers and certain of its executive officers who are not named executive officers are entitled to separation benefits under their individual employment agreements in the event that the executive officer is terminated by EVO without “cause,” or the executive officer resigns for “good reason,” including after the Merger. None of the executive officers is entitled to a tax gross-up in connection with Section 280G of the Code and none is entitled to enhanced severance protection upon or following a change in control.

Under each of the executive officer employment agreements, “good reason” generally means the occurrence of any of the following events without such officer’s prior written consent (and in each case subject to customary notice and cure provisions): (i) a material change in or diminution of the position, responsibilities or working conditions of the named executive officer’s employment as of the effective date, including any change in EVO’s reporting structure in which the executive officer no longer reports directly to the Chief Executive Officer (or, in the case of Mr. Kelly, the chairman of our board of directors), (ii) a relocation of the executive officer’s principal office or location, or (iii) any reduction in the executive officer’s base salary or target percentage under the short-term incentive plan. Parent has acknowledged that each of EVO’s named executive officers and three of the four EVO executive officers who are not named executive officers are entitled to terminate their employment effective as of the effective time of the Merger for “good reason,” as such individuals will incur a material change in or diminution of their position and responsibilities at the effective time of the Merger.

Under each of the executive officer employment agreements, “cause” generally means the occurrence of (i) a material breach of any of the executive officer’s obligations under such employment agreement which the executive officer fails to cure within thirty days, (ii) any material act of fraud, misappropriation, embezzlement or similar dishonest or wrongful act in performing such executive officer’s duties for EVO, (iii) use of illegal drugs or alcohol to an extent which interferes with the performance of the executive officer’s duties, (iv) repeated failure (other than any such failure resulting from incapacity due to physical or mental disability) to devote proper time and attention to our business as required under the terms of such employment agreement after a written demand for proper time and attention is delivered to such named executive officer by the board of directors, (v) material and repeated failure (other than any such failure resulting from incapacity due to physical or mental disability) to carry out the directions, instructions, policies, rules, regulations or decisions of the board of directors after a written notice of such failure is delivered to the executive officer by the board of directors which specifically identifies the failure, or (vi) conviction of a felony or any crime involving moral turpitude.

Mr. Kelly’s Employment Agreement

EVO originally entered into a written employment agreement with Mr. Kelly on December 15, 2012, which was subsequently amended and restated effective as of April 1, 2018 and further amended effective February 18,

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2022. The agreement provides for the following severance benefits in the event of Mr. Kelly’s termination by EVO without “cause” or a termination by Mr. Kelly for “good reason,” in addition to any accrued and unpaid compensation through the date of termination, subject to Mr. Kelly’s compliance with certain confidentiality, non-compete, non-solicitation and non-disparagement obligations and the execution of a general release of claims: (i) a severance benefit consisting of $3.5 million payable in monthly installments over 24 months and (ii) a one-time payment of $100,000, which is intended to approximate the cost of health care coverage under EVO’s then-existing plans.

Pursuant to the February 18, 2022 amendment, Mr. Kelly’s employment agreement also provides that if he has attained the age of 60 and has completed at least ten years of service with the Company and he provides six months’ advance notice of retirement, is terminated by the Company without “cause,” or terminates his employment with “good reason,” then all of his time-vesting equity awards will fully vest, any performance-vesting equity awards for completed performance periods will vest to the extent that performance was achieved, and any performance-vesting equity awards for which the applicable performance period is incomplete will vest (x) at the discretion of the compensation committee if the termination is other than for “cause” or if Mr. Kelly terminates his employment other than for “good reason,” or (y) at the target level of performance if the termination is for “good reason.”

For an estimate of the amounts that would be payable to Mr. Kelly upon a qualifying termination under his employment agreement, see the section entitled “The Merger—Quantification of Potential Payments and Benefits to Our Named Executive Officers.”

Mr. Panther’s Employment Agreement

EVO entered into an employment agreement with Mr. Panther on November 18, 2019, as amended effective February 18, 2022. The agreement provides for the following severance benefits in the event of Mr. Panther’s termination by EVO without “cause” or a termination by Mr. Panther for “good reason,” in addition to any accrued and unpaid compensation through the date of termination, subject to Mr. Panther’s compliance with certain confidentiality, non-compete, non-solicitation and non-disparagement obligations and the execution of a general release of claims: (i) a severance benefit consisting of two times Mr. Panther’s base salary payable in monthly installments over 12 months and (ii) a one-time payment of $50,000, which is intended to approximate the cost of health care coverage under EVO’s then-existing plans.

Pursuant to the February 18, 2022 amendment, Mr. Panther’s employment agreement also provides that if he has attained the age of 60 and has completed at least ten years of service with the Company and he provides six months’ advance notice of retirement, is terminated by the Company without “cause,” or terminates his employment with “good reason,” then all of his time-vesting equity awards will fully vest, any performance-vesting equity awards for completed performance periods will vest to the extent that performance was achieved, and any performance-vesting equity awards for which the applicable performance period is incomplete will vest (x) at the discretion of the compensation committee if the termination is other than for “cause” or if Mr. Panther terminates his employment other than for “good reason,” or (y) at the target level of performance if the termination is for “good reason.”

For an estimate of the amounts that would be payable to Mr. Panther upon a qualifying termination under his employment agreement, see the section entitled “The Merger—Quantification of Potential Payments and Benefits to Our Named Executive Officers.”

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Mr. Reidenbach’s Employment Agreement

EVO originally entered into a written employment agreement with Mr. Reidenbach on June 18, 2012, which was subsequently amended and restated effective as of April 1, 2018 and further amended effective February 24, 2021. The agreement provides for the following severance benefits in the event of Mr. Reidenbach’s termination by EVO without “cause” or a termination by Mr. Reidenbach for “good reason,” in addition to any accrued and unpaid compensation through the date of termination, subject to Mr. Reidenbach’s compliance with certain confidentiality, non-compete, non-solicitation and non-disparagement obligations and the execution of a general release of claims: (i) a severance benefit consisting of three time Mr. Reidenbach’s base salary and self-employment tax gross up payable in monthly installments over 18 months and (ii) a one-time payment of $75,000, which is intended to approximate the cost of health care coverage under EVO’s then-existing plans.

As a result of the February 24, 2021 amendment, Mr. Reidenbach’s employment agreement also provides for accelerated vesting of Mr. Reidenbach’s unvested equity in the event he voluntarily terminates employment without “good reason,” provided that the sum of his age and his length of service with the Company is equal to or greater than 70, so long as he has provided proper notice.

For an estimate of the amounts that would be payable to Mr. Reidenbach upon a qualifying termination under his employment agreement, see the section entitled “The Merger—Quantification of Potential Payments and Benefits to Our Named Executive Officers.”

Mr. Tansill’s Employment Agreement

EVO originally entered into a written employment agreement with Mr. Tansill on December 1, 2012, which was subsequently amended and restated effective as of April 1, 2018 and further amended effective February 18, 2022. The agreement provides for the following severance benefits in the event of Mr. Tansill’s termination by EVO without “cause” or a termination by Mr. Tansill for “good reason,” in addition to any accrued and unpaid compensation through the date of termination, subject to Mr. Tansill’s compliance with certain confidentiality, non-compete, non-solicitation and non-disparagement obligations and the execution of a general release of claims: (i) a severance benefit consisting of one times Mr. Tansill’s base salary and self-employment tax gross up payable in monthly installments over 12 months and (ii) a one-time payment of $50,000, which is intended to approximate the cost of health care coverage under EVO’s then-existing plans.

As a result of the February 18, 2022 amendment, Mr. Tansill’s employment agreement also provides that if he has attained the age of 60 and has completed at least ten years of service with the Company and he provides six months’ advance notice of retirement, is terminated by the Company without “cause,” or terminates his employment with “good reason,” then all of his time-vesting equity awards will fully vest, any performance-vesting equity awards for completed performance periods will vest to the extent that performance was achieved, and any performance-vesting equity awards for which the applicable performance period is incomplete will vest (x) at the discretion of the compensation committee if the termination is other than for “cause” or if Mr. Tansill terminates his employment other than for “good reason,” or (y) at the target level of performance if the termination is for “good reason.”

For an estimate of the amounts that would be payable to Mr. Tansill upon a qualifying termination under his employment agreement, see the section entitled “The Merger—Quantification of Potential Payments and Benefits to Our Named Executive Officers.”

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Mr. Wilson’s Employment Agreement

EVO entered into an employment agreement with Mr. Wilson on January 1, 2015, which was amended and restated effective February 23, 2022. The agreement provides for the following severance benefits in the event of Mr. Wilson’s termination by EVO without “cause” or a termination by Mr. Wilson for “good reason,” in addition to any accrued and unpaid compensation through the date of termination, subject to Mr. Wilson’s compliance with certain confidentiality, non-compete, non-solicitation and non-disparagement obligations and the execution of a general release of claims: (i) a severance benefit consisting of one times Mr. Wilson’s base salary payable in monthly installments over 12 months and (ii) a one-time payment of £36,000 approximating the cost of health care coverage under EVO’s then-existing plans. In addition, if Mr. Wilson’s employment is terminated by EVO on less than 90 days’ prior notice or Mr. Wilson terminates his employment for “good reason,” Mr. Wilson is entitled to receive an amount equal to his base salary for the part of the 90 day notice period not worked.

As a result of the February 23, 2022 amendment and restatement, Mr. Wilson’s employment agreement also provides that if he has attained the age of 60 and has completed at least ten years of service with the Company and he provides six months’ advance notice of retirement, is terminated by the Company without “cause,” or terminates his employment with “good reason,” then all of his time-vesting equity awards will fully vest, any performance-vesting equity awards for completed performance periods will vest to the extent that performance was achieved, and any performance-vesting equity awards for which the applicable performance period is incomplete will vest (x) at the discretion of the compensation committee if the termination is other than for “cause” or if Mr. Wilson terminates his employment other than for “good reason,” or (y) at the target level of performance if the termination is for “good reason.”

For an estimate of the amounts that would be payable to Mr. Wilson upon a qualifying termination under his employment agreement, see the section entitled “The Merger—Quantification of Potential Payments and Benefits to Our Named Executive Officers.”

EVO Employment Agreements with Other Executive Officers

Four of EVO’s executive officers who are not named executive officers (Messrs. Goldman and Radesca and Mmes. Lafiandra and Sterrett) are entitled to separation benefits under their individual employment agreements, or, in the case of Mr. Radesca, under an individual offer letter. For each executive officer, in the event that the executive is terminated by EVO without “cause,” or the executive terminates for “good reason,” including after the Merger, the executive officer will be entitled to the following in addition to any accrued and unpaid compensation through the date of termination, subject to compliance with certain confidentiality, non-compete, non-solicitation and non-disparagement obligations (as applicable) and the execution of a general release of claims:

In addition, the employment agreements of Mr. Goldman and Mmes. Lafiandra and Sterrett provide that, if the executive officer has attained the age of 60 and has completed at least ten years of service with the Company (age 62 with no service requirement for Ms. Lafiandra) and the executive officer provides six months’ advance notice of retirement, is terminated by the Company without “cause,” or terminates employment with “good reason,” then all of the executive officer’s time-vesting equity awards will fully vest, any performance-vesting equity awards for completed performance periods will vest to the extent that performance was achieved, and any

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performance-vesting equity awards for which the applicable performance period is incomplete will vest (x) at the discretion of the compensation committee if the termination is other than for “cause” or the executive terminates employment other than for “good reason,” or (y) at the target level of performance if the termination is for “good reason.” Mr. Radesca’s offer letter provides for the accelerated vesting of Mr. Radesca’s unvested equity in the event that his employment is terminated without “cause” within 12 months following a change in control.

The estimated aggregate value of the severance and other benefits described above (other than the equity award vesting, which is quantified above in “—Treatment of EVO Equity Awards”) that would be payable to EVO’s four executive officers who are not named executive officers under their employment agreements with EVO if the Merger were to be completed and each executive officer experienced a qualifying termination on March 15, 2023 is $2,370,788.

Chairman and Consulting Agreement

In connection with EVO’s initial public offering, EVO entered into a chairman and consulting agreement with Rafik R. Sidhom (the “Chairman and Consulting Agreement”) that requires EVO to, among other things, provide Mr. Sidhom with annual compensation of $250,000 and health and welfare benefits for a period ending three years after Mr. Sidhom’s departure as chairman of the Board. The Chairman and Consulting Agreement has not been, and will not be, terminated or amended in connection with the Merger.

For more information, see the section titled “The Merger—Tax Receivable Agreement Amendment.”

Annual Incentive Payments

Under the merger agreement, EVO will continue to accrue amounts with respect to annual bonuses for the 2022 fiscal year and, if the closing has not occurred by January 1, 2023, for the 2023 fiscal year. If the closing occurs prior to the date on which EVO ordinarily would have paid 2022 annual bonuses, EVO may, on the business day immediately preceding the closing date of the Merger, pay bonuses for the 2022 fiscal year based on such

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accruals (extrapolated through the end of the year if the closing date occurs in the 2022 fiscal year), up to the target level of performance. If the closing date of the Merger occurs in the 2023 fiscal year, EVO may, on the business day immediately preceding the closing date, pay a bonus based on the accrued amounts through the closing date and prorated to reflect the number of days in the 2023 fiscal year elapsed prior to the closing date, up to the target level of performance.

For an estimate of the annual incentive amounts that would be payable at the effective time of the Merger to Messrs. Kelly, Panther, Reidenbach, Tansill and Wilson, see the section entitled “The Merger—Quantification of Potential Payments and Benefits to Our Named Executive Officers.” The estimated aggregate value of the pro-rated annual incentive awards (based on the target level of performance) that would be payable to EVO’s four executive officers who are not named executive officers with EVO if the Merger were to be completed on March 15, 2023 is $292,700.

Tax Planning Strategies

Under the Merger Agreement, EVO, with Parent’s consent, may implement tax planning strategies for the purpose of mitigating the impact of Sections 280G and 4999 of the Internal Revenue Code and thereby preserve certain compensation-related tax deductions that might otherwise be disallowed. Any such tax planning strategies will not include a gross up of any excise taxes under Section 4999 of the Internal Revenue Code, but may include vesting certain compensation or equity awards in December 2022 that are scheduled to vest in the first and second quarters of 2023. As of the date of this proxy statement, no such tax planning strategies have yet been finalized or implemented.

Indemnification and Insurance

As further described in the section entitled “The Merger Agreement— Directors’ and Officers’ Indemnification and Insurance,” the Merger Agreement provides that from and after the effective time of the Merger, Parent will cause the surviving corporation and each of its subsidiaries to honor and fulfill all rights to indemnification and exculpation from liabilities for acts or omissions occurring at or prior to the effective time of the Merger and rights to advancement of expenses in favor of any Indemnified Person (as defined below and which includes directors and officers) as provided in EVO’s certificate of incorporation and bylaws, the organizational documents of any subsidiary of EVO or certain indemnification agreements between such Indemnified Person and EVO or any of its subsidiaries in effect as of the effective time of the Merger. The Merger Agreement also provides that EVO will, or Parent will and will cause the surviving corporation to, purchase a six-year prepaid “tail” policy with respect to the directors’ and officers’ liability coverage of EVO’s existing directors’ and officers’ insurance policies and EVO’s existing fiduciary liability insurance policies or maintain in effect the directors’ and officers’ liability coverage of EVO’s existing directors’ and officers’ insurance policies and EVO’s existing fiduciary liability insurance policies, in each case for a claims reporting or discovery period of six years from and after the effective time of the Merger with respect to any claim related to any period of time at or prior to the effective time of the Merger, subject to the terms of the Merger Agreement.

Quantification of Potential Payments and Benefits to Our Named Executive Officers

In accordance with Item 402(t) of Regulation S-K promulgated under the Securities Act of 1933, as amended, the table below sets forth the amount of payments and benefits that each of our named executive officers would or may receive in connection with the Merger. The amounts reported below are based on various assumptions that may or may not actually occur or be accurate on the relevant date, including assumptions described in the footnotes to the table and the below:

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The calculations in the table do not include amounts that EVO’s named executive officers were already entitled to receive or vested in as of the date of this proxy statement. In addition, these amounts do not attempt to forecast any additional equity award grants, issuances or forfeitures that may occur, or future dividends or dividend equivalents that may be accrued, prior to the completion of the Merger and do not reflect any EVO equity or other incentive awards that are expected to vest in accordance with their terms prior to March 15, 2023. As a result of the foregoing assumptions, which may or may not actually occur or be accurate on the relevant date, including the assumptions described in the footnotes to the table, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below.

For purposes of this disclosure, “single trigger” refers to benefits that arise solely as a result of the closing and “double trigger” refers to benefits that arise as a result of the closing accompanied by a qualifying termination on or following the closing.

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The severance and one-time health care payments are subject to the named executive officer executing a release of claims in our favor and continuing to comply with all applicable restrictive covenants contained in the employment agreement. The severance, one-time health care payments and payment in lieu of notice are not single or double trigger as they are paid based on a qualifying termination without respect to a change in control, while the pro-rated annual incentive payments are “single-trigger.”

The following table quantifies each separate form of cash payment included in the aggregate total reported in the “Cash” column.

Litigation Related to the Merger

Lawsuits may be filed against EVO, the Board or EVO’s officers in connection with the Merger, which could prevent or delay completion of the Merger and result in substantial costs to EVO, including any costs associated with indemnification.

Regulatory Matters

As further described in the section entitled “The Merger Agreement—Consents, Approvals and Filings,” in the United States the Merger is subject to the expiration or termination of the applicable waiting period under the HSR Act. Notification under the HSR Act was filed on August 15, 2022.

Outside of the United States, the Merger is subject to the approval of certain other regulatory authorities, including (i) the competition authorities in Ireland, Mexico, Poland and Spain, (ii) the foreign investment

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authority of Spain and (iii) the financial regulatory authorities of Germany and Poland. The parties have agreed to cooperate with each other and use their reasonable best efforts to make the required filings as promptly as reasonably practicable.

Material U.S. Federal Income Tax Consequences of the Merger

The following is a discussion of the material U.S. federal income tax consequences of the Merger to U.S. Holders (as defined below) of our Class A common stock whose shares are exchanged for cash pursuant to the Merger. This discussion does not address U.S. federal income tax consequences with respect to holders other than U.S. Holders. This discussion is based on the provisions of the Internal Revenue Code (which we refer to as the “Code”), applicable U.S. Treasury regulations (which we refer to as “Treasury Regulations”), judicial authorities, and administrative interpretations, each as in effect as of the date of this proxy statement. These authorities are subject to change and differing interpretation, possibly on a retroactive basis, and any such change or interpretation could affect the accuracy of the statements and conclusions set forth in this discussion. We cannot assure you that the Internal Revenue Service (which we refer to as the “IRS”) will not challenge one or more of the tax consequences described in this discussion or that a court would not sustain such challenge.

This discussion applies only to U.S. Holders who hold their shares of our Class A common stock as a “capital asset” within the meaning of Section 1221 of the Code (generally, property held for investment). Further, this discussion does not purport to consider all aspects of U.S. federal income taxation that may be relevant to U.S. Holders in light of such U.S. Holders’ particular circumstances, or that may apply to U.S. Holders subject to special treatment under the U.S. federal income tax laws (including, for example, insurance companies, dealers or brokers in securities or foreign currencies, traders in securities who elect the mark-to-market method of accounting, holders that have a functional currency other than the U.S. dollar, persons who are required to recognize income or gain with respect to the Merger no later than such income or gain is required to be reported on an applicable financial statement, holders subject to any alternative minimum tax, tax-exempt organizations, retirement plans, individual retirement accounts or other tax-deferred or advantaged accounts (or persons holding Class A common stock through such plans or accounts), cooperatives, banks and other financial institutions, real estate investment trusts, regulated investment companies, certain former citizens or former long-term residents of the United States, expatriated entities, entities all of the interests in which are held by a “qualified foreign pension funds” (within the meaning of section 897(l)(2) of the Code), partnerships (including entities or arrangements classified as partnerships for U.S. federal income tax purposes), S corporations, or other pass-through entities or investors in partnerships (including entities or arrangements classified as partnerships for U.S. federal income tax purposes) or such other entities, holders who hold shares of our Class A common stock as part of a hedge, straddle, constructive sale, conversion or other integrated or risk reduction transaction, holders who hold or who held at any time during the five-year period ending on the date of the Merger (directly, indirectly or constructively) more than 5% of the shares of Class A common stock, holders who acquired their shares of Class A common stock through the exercise of employee stock options or other compensation arrangements and holders of dissenting shares). Moreover, this discussion does not address the tax consequences of the Merger arising under any applicable state, local, or foreign tax laws or the application of other U.S. federal taxes, such as the federal estate tax, the federal gift tax, the “Medicare” tax on certain net investment income, the alternative minimum tax, or any withholding considerations under FATCA (defined for this purpose as sections 1471 through 1474 of the Code, the Treasury Regulations and administrative guidance thereunder and the intergovernmental agreements entered into, and laws and regulations promulgated, pursuant thereto or in connection therewith).

If a partnership (including for this purpose any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds shares of our Class A common stock, the tax treatment of a partner in such partnership will generally depend on the status of the partners and the activities of the partnership. If you are a partner of a partnership holding shares of our Class A common stock, you should consult your tax advisor.

For purposes of this discussion, the term “U.S. Holder” means a beneficial owner of our Class A common stock that is for U.S. federal income tax purposes:

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Holders of our Class A common stock are urged to consult their own tax advisors regarding the application of the U.S. federal tax laws to their particular situation and the applicability and effect of state, local or foreign tax laws and tax treaties.

Consequences to U.S. Holders

The receipt of cash by U.S. Holders in exchange for shares of our Class A common stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. Holder who receives cash in exchange for shares of our Class A common stock pursuant to the Merger will recognize gain or loss in an amount equal to the difference, if any, between (i) the amount of cash received and (ii) the U.S. Holder’s adjusted tax basis in such shares of our Class A common stock. A U.S. Holder’s adjusted tax basis will generally equal the price the U.S. Holder paid for such share.

Any such gain or loss recognized by a U.S. Holder upon the exchange of shares of our Class A common stock pursuant to the Merger generally will be capital gain or loss and will be long-term capital gain or loss if the U.S. Holder’s holding period in its shares of Class A common stock is more than one year on the closing date of the Merger. Long-term capital gains of non-corporate U.S. Holders generally are eligible for preferential U.S. federal income tax rates under current law. The deductibility of capital losses is subject to limitations. If a U.S. Holder acquired different blocks of our Class A common stock at different times and different prices, such U.S. Holder must determine its adjusted tax basis and holding period separately with respect to each block of Class A common stock.

Information Reporting and Backup Withholding

Payments made in exchange for shares of our Class A common stock pursuant to the Merger may be subject, under certain circumstances, to information reporting and backup withholding (currently at a rate of 24%). To avoid backup withholding, a U.S. Holder that does not otherwise establish an exemption should complete and return IRS Form W-9, certifying that such U.S. Holder is a U.S. person, the taxpayer identification number provided is correct, and such U.S. Holder is not subject to backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against a holder’s U.S. federal income tax liability, if any, provided that such holder furnishes the required information to the IRS in a timely manner.

This summary of the material U.S. federal income tax consequences of the Merger to U.S. Holders is for general information purposes only and is not tax advice. Holders of our Class A common stock should consult their own tax advisors regarding the application of the U.S. federal tax laws to their particular situation and the applicability and effect of state, local or foreign tax laws and tax treaties.

Voting Agreements

The following summary describes certain relevant provisions of the Voting Agreements. The descriptions of the Voting Agreements in this summary and elsewhere in this proxy statement are not complete and are qualified in their entirety by reference to the Voting Agreements, each of which is incorporated into this proxy statement by reference. We encourage you to read the Voting Agreements carefully and in their entirety because this summary may not contain all the information about the Voting Agreements that is important to you. The rights and obligations of the parties are governed by the express terms of the Voting Agreements and not by this summary

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or any other information contained in this proxy statement. Copies of the MDP Entities’ Voting Agreement and Mr. Kelly’s Voting Agreement are attached to this proxy statement as Annex D and Annex E, respectively.

Voting Provisions and the Exchange

Under the Voting Agreements, each of the MDP Entities and Mr. Kelly, among other things and subject to the terms and conditions of the respective Voting Agreement, agreed to vote its shares of EVO stock and common units owned as of August 1, 2022, and any additional shares of EVO stock or common units of which it acquired record or beneficial ownership following the date of its Voting Agreement (which we refer to as the “Subject Securities”) until the Support Termination Date, (i) in favor of the proposals set forth in this proxy statement and any other matters contemplated by the Merger Agreement that are submitted to EVO’s stockholders and (ii) against (x) any action, proposal, transaction or agreement that could reasonably be expected to impede, interfere with, delay, discourage, adversely affect or inhibit the adoption of the Merger Agreement or the timely consummation of transactions contemplated by the Merger, the fulfillment of the conditions to closing or result in a breach of specified covenants, representations or warranties or any obligations, (y) any Acquisition Proposal or any action with the intention to further any Acquisition Proposal and (z) any reorganization, dissolution, liquidation, winding up or similar extraordinary transaction involving EVO or OpCo, subject to the terms and conditions set forth in its Voting Agreement. In addition, each of the MDP Entities and Mr. Kelly agreed to consummate the Exchange with respect to all of their Paired Interests, effective immediately prior to and conditioned upon the closing. Following the Exchange, at the effective time of the Merger the shares of Class A common stock issued upon such exchange will be converted into the right to receive the merger consideration pursuant to, and in accordance with the terms of, the Merger Agreement.

Conversion

Pursuant to the MDP Entities’ Voting Agreement (and subject to the terms thereof), the MDP Entities each agreed to irrevocably and unconditionally consummate the Conversion, pursuant to which all shares of Series A convertible preferred stock held by each MDP Entity will be converted into Class A common stock immediately prior to and contingent and conditioned upon the closing of the Merger (and in accordance with the terms of the Certificate of Designations). Following the Conversion, at the effective time of the Merger each share of Class A common stock that is issued in the Conversion will be converted into the right to receive the merger consideration pursuant to, and in accordance with the terms of, the Merger Agreement. The MDP Entities have also agreed not to take any action prior to the Support Termination Date that would reasonably be expected to impede, interfere with, delay, discourage, adversely affect, or inhibit the conversion of the Series A convertible preferred stock for Class A common stock as contemplated by its Voting Agreement.

Termination

The obligations and rights under the Voting Agreements will automatically terminate upon the earliest to occur (which we refer to as the “Support Termination Date”) of (i) the effective time of the Merger; (ii) the date the Merger Agreement is terminated in accordance with its terms; (iii) with respect to any Voting Agreement, the termination of the Voting Agreement by mutual consent of the parties to such Voting Agreement, or (iv) the date of any modification, waiver or amendment to any provision of the Merger Agreement effected without the consent of the MDP Entities and Mr. Kelly that (x) decreases the amount or changes the form of the merger consideration or (y) extends the End Date (other than in accordance with Section 10.01(b)(i) of the Merger Agreement (as described in the section of this proxy statement titled “The Merger Agreement—Termination of the Merger Agreement”)).

Restrictions on Transfer

Pursuant to the Voting Agreements, each of the MDP Entities and Mr. Kelly has agreed that until the Support Termination Date, it will not (i) sell, pledge, encumber, create a lien (other than a permitted lien) with respect to, assign, exchange, grant an option with respect to, transfer, gift, distribute, dividend or otherwise dispose of, or

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enter into any derivative, swap, understanding, commitment, option or hedging arrangement with respect to, any Subject Security or any interest therein, (ii) deposit (or permit the deposit of) a Subject Security in a voting trust, or grant any proxy or power of attorney or enter into any voting agreement, arrangement, understanding or commitment with respect to any Subject Security or (iii) agree or commit to take any of the actions referred to in clauses (i) or (ii) above (each a “Transfer”). Notwithstanding the foregoing, each of the MDP Entities and Mr. Kelly may (i) Transfer Subject Securities by will or for bona fide estate planning purposes so long as it or the trustee of its trust maintains full voting power of such Subject Securities, (ii) Transfer certain EVO option awards to EVO or cancel the underlying shares of EVO stock to pay the exercise price of its EVO option awards or satisfy tax obligations that relate to the exercise of such EVO option awards, (iii) Transfer certain EVO RSU awards or EVO PSU awards to EVO or cancel the underlying shares of EVO stock for net settlement purposes in order to satisfy tax withholding obligations, (iv) Transfer Subject Securities to any of its controlled affiliates so long as it maintains full voting power of such Subject Securities or any private equity fund advised by Madison Dearborn Partners that owns equity interests in it and (v) pledge Subject Securities as security pursuant to a margin loan, swap or hedge in the ordinary course of business so long as it retains its right to vote such Subject Securities in accordance with its Voting Agreement, in each case subject to certain conditions set forth in the Voting Agreements.

Blueapple Sale Agreement

The following summary describes certain relevant provisions of the Blueapple Sale Agreement. The descriptions of the Blueapple Sale Agreement in this summary and elsewhere in this proxy statement are not complete and are qualified in their entirety by reference to the Blueapple Sale Agreement, which is incorporated into this proxy statement by reference. We encourage you to read the Blueapple Sale Agreement carefully and in its entirety because this summary may not contain all the information about the Blueapple Sale Agreement that is important to you. The rights and obligations of the parties thereto are governed by the express terms of the Blueapple Sale Agreement and not by this summary or any other information contained in this proxy statement. The Blueapple Sale Agreement is attached as Exhibit No. 10.3 to EVO’s Current Report on Form 8-K filed on August 2, 2022, which is incorporated by reference into this proxy statement.

Sale of Common Units

Concurrently with EVO and Parent’s entry into the Merger Agreement, Blueapple entered into the Blueapple Sale Agreement with Parent and EVO, pursuant to which Blueapple agreed to sell all of its common units to EVO in exchange for $1,093,560,292, representing the product of the merger consideration and the number of common units owned by Blueapple, concurrently with, and contingent and conditioned upon, the closing of the transactions contemplated by the Merger Agreement. As of August 1, 2022, Blueapple was the beneficial owner and holder of record of 32,163,538 common units.

Termination

The obligations and rights under the Blueapple Sale Agreement will automatically terminate upon the earliest to occur of (i) the effective time of the Merger; (ii) the date the Merger Agreement is terminated in accordance with its terms; (iii) the termination of the Blueapple Sale Agreement by mutual consent of the parties thereto, or (iv) the date of any modification, waiver or amendment to any provision of the Merger Agreement effected without Blueapple’s consent that (x) decreases the amount or changes the form of the merger consideration or (y) has a disproportionate impact on the consideration for each common unit that Blueapple is entitled to receive relative to the consideration per share of Class A common stock that will be received by holders of shares of Class A common stock in connection with the Merger.

Restrictions on Transfer

Pursuant to the Blueapple Sale Agreement, Blueapple has agreed that until the termination of the Blueapple Sale Agreement it will not (i) sell, pledge, encumber, create a lien (other than a permitted lien) with respect to, assign, exchange, grant an option with respect to, transfer, gift, distribute, dividend or otherwise dispose of, or enter into

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any derivative, swap, understanding, commitment, option or hedging arrangement with respect to, any common units to any person, (ii) deposit (or permit the deposit of) a common unit in a voting trust, or grant any proxy or power of attorney or enter into any voting agreement, arrangement, understanding or commitment with respect to any common unit or (iii) agree or commit to take any of the actions referred to in clauses (i) or (ii) above (each such action a “Unit Transfer”).

In addition, Blueapple has agreed that until the termination of the Blueapple Sale Agreement, it will not (i) deliver any Sale Notice or exercise any Piggyback Sale Right (in each case as defined in that certain Second Amended and Restated Limited Liability Company Agreement of OpCo, dated as of May 22, 2018, as amended on April 21, 2020 (which we refer to as the “OpCo LLC Agreement”)) under the OpCo LLC Agreement or exercise any registration rights under that certain Registration Rights Agreement, dated as of May 22, 2018, by and among EVO Payments, Inc., Blueapple and the other parties thereto, as amended by the First Amendment, dated April 21, 2020 (which we refer to as the “Registration Rights Agreement”) or (ii) knowingly take or cause the taking of any other action that would materially restrict or prevent the performance of Blueapple’s obligations under the Blueapple Sale Agreement, excluding any involuntary bankruptcy filing.

Notwithstanding the foregoing, Blueapple may make Unit Transfers (i) by will or for bona fide estate planning purposes, (ii) to any of its controlled affiliates, in each case so long the transferee agrees in writing to be bound by and comply with the Blueapple Sale Agreement prior to any such Unit Transfer and the Unit Transfer is otherwise permitted by the terms of the OpCo LLC Agreement.

Tax Receivable Agreement Amendment

The following summary describes certain relevant provisions of the TRA and the material provisions of the TRA amendment. The descriptions of the TRA and the TRA amendment in this summary and elsewhere in this proxy statement are not complete and are qualified in their entirety by reference to the TRA and the TRA amendment, each of which is incorporated into this proxy statement by reference. We encourage you to read the TRA and the TRA amendment carefully and in their entirety because this summary may not contain all the information about the TRA and the TRA amendment that is important to you. The rights and obligations of the parties are governed by the express terms of the TRA and the TRA amendment and not by this summary or any other information contained in this proxy statement. The TRA Amendment is attached as Exhibit No. 10.4 to EVO’s Current Report on Form 8-K filed on August 2, 2022, which is incorporated by reference into this proxy statement.

Tax Receivable Agreement

In connection with the initial public offering of its shares of Class A common stock and related reorganization transactions undertaken in connection with the initial public offering, EVO entered into the TRA on May 25, 2018 with OpCo and certain members of OpCo who retained common units after the initial public offering. At the time of the initial public offering, direct or indirect acquisitions of common units by EVO were expected to produce favorable tax attributes for EVO. When EVO acquires common units from members of OpCo through exchanges or redemptions, it results in anticipated tax basis adjustments that increase (for U.S. federal and certain state or local tax purposes) EVO’s depreciation and amortization deductions, thereby reducing the amount of income tax that EVO otherwise would be required to pay. This increased tax basis also could decrease the gain (or increase the loss) on future dispositions of the affected assets. Under the terms of the TRA, absent a change of control of EVO, EVO generally is required to pay to the TRA Payment Recipients 85% of such tax benefits, if any, realized by EVO.

In addition, the TRA provides that if certain mergers, asset sales, other forms of business combinations, or other changes of control were to occur, the TRA would terminate and EVO’s payment obligations to TRA Payment Recipients would accelerate, resulting in an early termination payment by EVO. The consummation of the Merger will constitute a change of control under the TRA that would cause the payment obligations to accelerate and become due and payable. Absent the TRA amendment, the amount of the early termination payment would have been calculated based upon specified assumptions set forth in the TRA including, in effect, an assumption that EVO in the future would fully utilize all potential future tax benefits that are subject to the TRA.

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For more information with respect to the TRA, please see our other filings with the SEC, including the section in our 2021 Proxy Statement captioned “Certain Relationships and Related Party Transactions—Tax Receivable Agreement.” A copy of the TRA is included as Exhibit 10.1 to EVO’s Annual Report for the year ended December 31, 2021 on Form 10-K filed with the SEC.

Final TRA Payments

On August 1, 2022, in connection with the execution of the merger agreement, EVO, OpCo and certain other parties to the TRA entered into the TRA amendment in accordance with the terms of the TRA, pursuant to which such parties agreed to terminate the TRA immediately after the effective time of the Merger on the terms set forth in the TRA amendment. In connection with the termination, EVO has agreed to pay the TRA Payment Recipients an aggregate termination payment equal to $225 million minus any payments made under the TRA to the TRA Payment Recipients between August 1, 2022 and the effective time of the Merger, because of the change of control under the TRA that will result from the Merger. Such aggregate termination payment is expected to be less than the aggregate payment that would have been payable under the TRA absent the TRA amendment (based on certain facts and assumptions, including as to interest rates at closing, the reduction was estimated to be approximately $97 million, constituting an approximate 30.1% discount to the estimated aggregate payment of approximately $322 million that would have otherwise been payable to the TRA Payment Recipients under the terms of the TRA).

Amendments

The TRA amendment may not be amended or modified unless such amendment or modification is approved in writing by (i) Parent, (ii) EVO and (iii) the TRA Payment Recipients (including, in all circumstances, the TRA Payment Recipients controlled by MDP LLC and Blueapple) who would be entitled to receive more than 50% of the aggregate amount of the Early Termination Payments (as defined in the TRA) payable to all TRA Payment Recipients under the TRA if EVO had exercised its termination rights under Section 4.1(a) of the TRA on the date of the most recent exchange prior to such amendment or modification, subject to certain exclusions (which we refer to as the “Requisite TRA Payment Recipients”).

Termination

The TRA amendment terminates upon the earliest to occur of (i) the termination of the Merger Agreement in accordance with its terms, (ii) an amendment to the Merger Agreement effected without the consent of the Requisite TRA Payment Recipients that decreases the amount of or changes the form of merger consideration or extends the End Date other than in accordance with Section 10.01(b)(i) of the Merger Agreement (as described in the section of this proxy statement titled “The Merger Agreement—Termination of the Merger Agreement”) and (iii) the occurrence of a change of control of EVO other than the transactions contemplated by the Merger Agreement. Any termination of the TRA amendment would not, by itself, constitute a termination of the TRA.

THE MERGER AGREEMENT

Explanatory Note Regarding the Merger Agreement

The summary of the material provisions of the Merger Agreement set forth below and elsewhere in this proxy statement is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A, and incorporated into this proxy statement by reference. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. We encourage you to read the Merger Agreement carefully and in its entirety. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement.

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The Merger Agreement is described in this proxy statement and included as Annex A only to provide investors and security holders with information regarding its terms and conditions and is not intended to provide any factual information about EVO, Merger Subsidiary or Parent or their respective businesses. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone. Such information can be found elsewhere in this proxy statement or, in the case of EVO, in the public filings that EVO makes with the SEC, which are available without charge through the SEC’s website at www.sec.gov. See the section of this proxy statement titled “Where Stockholders Can Find More Information.”

The representations, warranties, covenants and other agreements in the Merger Agreement and described below were made only for the purposes of the Merger Agreement and solely for the benefit of the parties to the Merger Agreement as of specific dates. Such representations, warranties, covenants and other agreements were negotiated with the principal purposes of establishing the circumstances in which a party to the Merger Agreement may have the right not to close the Merger. Such representations, warranties, covenants and other agreements may have also been made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts, may or may not be accurate as of any specific date, may be subject to important limitations and qualifications (including exceptions thereto set forth in the disclosure letter agreed to by the contracting parties (which we refer to as the “Company Disclosure Letter”)) and may therefore not be complete. The representations, warranties, covenants and other agreements in the Merger Agreement may also be subject to a contractual standard of materiality applicable to the contracting parties that may differ from those applicable to stockholders and reports and documents filed with the SEC, and in some cases were qualified by the Company Disclosure Letter, which such disclosures are not reflected in the text of the Merger Agreement. Investors should not rely on the representations, warranties, covenants and other agreements or any descriptions thereof as characterizations of the actual state of facts or condition of the parties to the Merger Agreement or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this proxy statement, may have changed since the date of the Merger Agreement, and subsequent developments or new information qualifying a representation and warranty may not have been included in this proxy statement.

Structure of the Merger

At the effective time of the Merger, on the terms and subject to the conditions of the Merger Agreement, Merger Subsidiary will merge with and into EVO, with EVO surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger, the certificate of incorporation and the EVO bylaws will be amended in their entirety to be in the forms set forth as exhibits to the Merger Agreement and will be the certificate of incorporation and bylaws of the surviving corporation until thereafter changed or amended as provided therein or by applicable law.

When the Merger Becomes Effective

The closing of the Merger will occur at 8:00 a.m. Eastern time, on the date that is three business days following the date the conditions set forth in the Merger Agreement (other than those conditions that by their nature are to be satisfied at or immediately prior to the closing, but subject to the satisfaction or, to the extent permissible, waiver of those conditions at the closing, and other than certain other conditions that must be satisfied immediately prior to or concurrently with the closing) have been satisfied or, to the extent permissible, waived, or at such other time or on such other date as EVO and Parent may mutually agree.

On the closing date, EVO, Parent and Merger Subsidiary will cause a certificate of merger relating to the Merger to be executed and filed with the Secretary of State of the State of Delaware as provided in Section 251 of the DGCL. The Merger will become effective at such time of the filing of the certificate of merger, or at such later time that EVO, Parent and Merger Subsidiary may agree and designate in the certificate of merger in accordance with Delaware law.

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Treatment of EVO Stock, Paired Interests and Blueapple’s Common Units

Treatment of Class A Common Stock

At the effective time of the Merger, each share of our Class A common stock issued and outstanding immediately prior to the effective time of the Merger (including each share of Class A common stock issued upon the Exchange and the Conversion), but excluding the shares described in the following paragraph and any Dissenting Shares (as defined below), will be converted into the right to receive $34.00 in cash, without interest and less any applicable withholding taxes.

At the effective time of the Merger, (i) each share of EVO stock owned by EVO as treasury stock or otherwise or owned by Parent or Merger Subsidiary, in each case immediately prior to the effective time of the Merger, will be canceled without payment and (ii) any shares of EVO stock that are owned by a wholly owned subsidiary of Parent (other than Merger Subsidiary) or EVO (in each case, other than any shares held in a fiduciary, representative or other capacity on behalf of third parties), will be converted into the number of shares of common stock of the surviving corporation such that the ownership percentage of such person in the surviving corporation will be the same as that person’s ownership percentage of EVO immediately before the effective time of the Merger.

Exchange of Paired Interests for Class A Common Stock

Within ten business days of August 1, 2022, EVO was required to send, and sent, a written notice complying with the requirements of Section 2.04(c) of the Exchange Agreement to each Holder (as defined in the Exchange Agreement), which includes all holders of Paired Interests. Prior to the closing, EVO must cause each holder of Paired Interests, other than any holders of Paired Interests that have exchanged their Paired Interests prior to the closing, to exchange each of their Paired Interests that are outstanding as of immediately prior to the effective time of the Merger in accordance with Section 2.04 of the Exchange Agreement. Pursuant to the Exchange Agreement and the Voting Agreements, at the effective time of the Merger such Paired Interests will be exchanged for merger consideration as follows: (i) each Paired Interest will be exchanged for one share of Class A common stock which will be converted into the right to receive the merger consideration, (ii) each share of Class D common stock will be canceled and cease to exist (without payment thereon), and (iii) each common unit corresponding to such Paired Interest will be deemed transferred from its holder to EVO and EVO will cause such transfer to be registered in the books and records of OpCo.

For more information, see the sections of this proxy statement titled “The Merger—Voting Agreements” and “The Merger—Effects of the Merger.”

Treatment of Blueapple’s Common Units

Pursuant to the Blueapple Sale Agreement, Blueapple will sell all of its common units to EVO in exchange for $1,093,560,292, representing the product of the merger consideration and the number of common units owned by Blueapple, concurrently with, and contingent and conditioned upon, the closing of the transactions contemplated by the Merger Agreement.

For more information, see the sections of this proxy statement titled “The Merger—Treatment of Blueapple’s Common Units” and “The Merger—Blueapple Sale Agreement.”

Dissenting Shares

Shares of our Class A common stock that are issued and outstanding immediately prior to the effective time of the Merger and which are held by stockholders who have properly demanded appraisal for such shares in accordance with Section 262 of the DGCL and, as of the effective time of the Merger, have complied in all respects with Section 262 of the DGCL with respect to such shares and have not have waived, effectively

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withdrawn or lost their rights to appraisal under the DGCL with respect to such shares (collectively, we refer to these as the “Dissenting Shares”) will not be converted into or represent the right to receive the merger consideration at the effective time of the Merger.

Following the effective time of the Merger holders of Dissenting Shares will only be entitled to receive the fair value of such Dissenting Shares held by them in accordance with Section 262 of the DGCL. Each Dissenting Share held by stockholders who fail to perfect or who effectively have waived, withdrawn, or otherwise lost the right to appraisal of such shares under Section 262 of the DGCL will be deemed to have been converted into, as of the effective time of the Merger, the right to receive the merger consideration. For more information, see the section of this proxy statement titled “Appraisal Rights.”

Treatment of Merger Subsidiary Interests

At the effective time of the Merger, each share of common stock of Merger Subsidiary issued and outstanding immediately prior to the effective time of the Merger will be converted into and become one newly issued, fully paid and non-assessable share of common stock of the surviving corporation.

Treatment of EVO Equity Awards

At or immediately prior to the effective time of the Merger, each EVO RSU that is outstanding immediately prior to the effective time of the Merger will, automatically and without any action required on the part of the holder of such EVO RSU, be converted into a Parent RSU in respect of that number of shares of Parent common stock (rounded to the nearest whole share) equal to the product of (i) the number of shares of Class A common stock subject to such EVO RSU immediately prior to the effective time of the Merger and (ii) the equity award exchange ratio. Except as expressly provided in the Merger Agreement, each Parent RSU will be subject to the same terms and conditions (including vesting and treatment upon termination terms) as applied to the corresponding EVO RSU immediately prior to the effective time of the Merger. Notwithstanding the foregoing, certain EVO RSUs granted after the date of the Merger Agreement will be converted on a prorated basis into Parent RSUs as described in this paragraph, based on the total number of shares of Class A common stock subject to such EVO RSU multiplied by a fraction equal to (x) the number of full months that have elapsed since the grant date of such award divided by (y) 36.

At or immediately prior to the effective time of the Merger, each EVO PSU that is outstanding immediately prior to the effective time of the Merger which remains subject to vesting based on adjusted earnings per share and adjusted revenue growth will, automatically and without any action required on the part of the holder of such EVO PSU, be converted into a Parent RSU in respect of that number of shares of Parent common stock (rounded to the nearest whole share) equal to the product of (i) the number of shares of Class A common stock subject to such EVO PSU immediately prior to the effective time of the Merger and (ii) the equity award exchange ratio. The number of shares of Class A common stock subject to an EVO PSU subject to vesting based on adjusted earnings per share and adjusted revenue growth will be based on deemed achievement of the performance metrics as follows: (A) with respect to any completed Performance Year, as defined in the EVO PSU award agreement, based on actual achievement of the performance goals for such Performance Year, with respect to one third of the target number of EVO PSUs, (B) with respect to any partially completed Performance Year, based on the greater of (1) target performance and (2) actual performance for such partially completed Performance Year through the effective time of the Merger, but extrapolated through to the end of the Performance Year on the assumption that performance will continue at the same rate through to the end of the Performance Year, with respect to one third of the target number of EVO PSUs, and (C) for any Performance Year that has not commenced, based on target performance with respect to one third of the target number of EVO PSUs. Except as expressly provided in the Merger Agreement, each such Parent RSU will be subject to the same terms and conditions (including vesting and treatment upon termination terms) as applied to the corresponding EVO PSU immediately prior to the effective time of the Merger.

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At or immediately prior to the effective time of the Merger, each EVO PSU that is outstanding immediately prior to the effective time of the Merger which remains subject to vesting based on the price per share of Class A common stock will, automatically and without any action required on the part of the holder of such EVO PSU, be converted into a Parent RSU in respect of that number of shares of Parent common stock (rounded to the nearest whole share) equal to the product of (i) the number of shares of Class A common stock subject to such EVO PSU immediately prior to the effective time of the Merger and (ii) the equity award exchange ratio. The number of shares of Class A common stock subject to an EVO PSU subject to vesting based on the price per share of the Class A common stock will be based on deemed achievement of the performance metrics at the greater of actual or target performance, with actual performance determined by reference to the merger consideration. Except as expressly provided in the Merger Agreement, each such Parent RSU will be subject to the same terms and conditions (including vesting and treatment upon termination terms) as applied to the corresponding EVO PSU immediately prior to the effective time of the Merger.

At or immediately prior to the effective time of the Merger, each EVO Option that is outstanding, unvested and unexercised immediately prior to the effective time of the Merger will, automatically and without any action required on the part of the holder of such EVO Option, be converted into a Parent Option to purchase (i) that number of shares of Parent common stock (rounded down to the nearest whole share) equal to the product of (A) the total number of shares of Class A common stock subject to such EVO Option immediately prior to the effective time of the Merger and (B) the equity award exchange ratio, (ii) at an exercise price per share of Parent common stock (rounded up to the nearest whole cent) equal to the quotient of (A) the exercise price per share of Class A common stock of such EVO Option immediately prior to the effective time of the Merger divided by (B) the equity award exchange ratio; provided, however, that the exercise price and the number of shares of Parent common stock will be determined in a manner consistent with the requirements of Section 409A of the Code and Treas. Reg. Section 1.409A-1(b)(v)(4)(D). Except as expressly provided in the Merger Agreement, each such Parent Option will be subject to the same terms and conditions (including vesting, exercisability and treatment upon termination terms) as applied to the corresponding EVO Option immediately prior to the effective time of the Merger.

At or immediately prior to the effective time of the Merger, each EVO Option with a per share exercise price that is less than the merger consideration that is outstanding, vested and unexercised immediately prior to the effective time of the Merger will, automatically and without any action required on the part of the holder of such EVO Option, be canceled in exchange for cash in an amount equal to (i) the total number of shares of Class A common stock for which such EVO Option is exercisable, multiplied by (ii) the excess of the merger consideration over the per share exercise price of such EVO Option, without interest and less applicable tax withholding. At the effective time of the Merger, each EVO Option with a per share exercise price that is equal to or greater than the merger consideration that is outstanding, vested and unexercised immediately prior to the effective time of the Merger will be canceled without consideration and will be of no further force and effect.

Notwithstanding the foregoing, if certain of EVO’s executive officers are terminated without “cause” or resign for “good reason,” in each case effective at the effective time of the Merger, any EVO RSUs, EVO PSUs or EVO Options that are outstanding and unvested and held by such terminated individual at the effective time of the Merger will vest in full (other than any EVO RSU granted in 2023, which will vest to the extent provided for in the applicable award agreement for such EVO RSU) effective as of immediately prior to the effective time of the Merger (with the number of shares of Class A common stock subject to any EVO PSU determined as set forth in the Merger Agreement) and, rather than being converted into Parent RSUs or Parent Options, will, automatically and without any additional action required on the part of the holder of such EVO RSU, EVO PSU or EVO Option, be canceled in exchange for an amount in cash equal to (i) the number of shares of Class A common stock subject to such EVO RSU, EVO PSU or EVO Option, multiplied by (ii) the merger consideration (less, in the case of EVO Options, the per share exercise price of such EVO Option), without interest and less applicable tax withholding.

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Payment for EVO’s Class A Common Stock

Prior to the effective time of the Merger, Parent must appoint an agent reasonably acceptable to EVO (which we refer to as the “Paying Agent”) for the purpose of paying the merger consideration to each holder of shares of Class A common stock that have been converted into the right to receive the merger consideration (other than holders of excluded shares) in respect of (i) certificates representing shares of Class A common stock (which we refer to as the “Certificates”) or (ii) uncertificated shares of Class A common stock represented in book entry, including through Cede & Co., the nominee of the Depository Trust Company (which we refer to as the “Uncertificated Shares”). Promptly after the effective time of the Merger (but in no event later than three business days thereafter), Parent must send, or cause the Paying Agent to send, to each holder of record of shares of Class A common stock at the effective time of the Merger a letter of transmittal (in a form that was reasonably acceptable to EVO prior to the effective time of the Merger) and instructions (which will specify that the delivery will be effected, and risk of loss and title will pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Paying Agent) for use in such exchange.

Each holder of shares of Class A common stock that have been converted into the right to receive the merger consideration will be entitled to receive, upon (i) surrender to the Paying Agent of a Certificate, together with a properly completed letter of transmittal (or affidavit in lieu of lost, stolen or destroyed Certificates), or (ii) receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer that the Paying Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the merger consideration in respect of each share of Class A common stock represented by a Certificate or Uncertificated Share. Any such Certificates that are surrendered or Uncertificated Shares that are transferred will be canceled.

If any Certificate representing Class A common stock has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the surviving corporation, the posting by such person of a bond, in such reasonable amount as the surviving corporation or the paying agent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the merger consideration to be paid in respect of the shares of Class A common stock represented by such Certificate, as contemplated in the Merger Agreement.

At or prior to the effective time of the Merger, Parent must deposit, or cause to be deposited, with the Paying Agent, for the benefit of the holders of Class A common stock, cash in an amount sufficient to pay the merger consideration (which we refer to as the “Payment Fund”). The Payment Fund will, pending its disbursement to the holders of Class A common stock, be invested by the Paying Agent as directed by Parent or, after the effective time of the Merger, the surviving corporation in certain short-term obligations; provided that no investment or losses will affect the amounts payable to the holders of Class A common stock and Parent will promptly replace or cause to be replaced any lost funds so as to ensure that the Payment Fund is at all times maintained at a level sufficient for the paying agent to pay the merger consideration. Earnings from investments, subject to the immediately preceding proviso, will be paid to and will be the sole and exclusive property of Parent and the surviving corporation.

Representations and Warranties

EVO, on the one hand, and Parent and Merger Subsidiary, on the other hand, have each made representations and warranties in the Merger Agreement.

The representations and warranties contained in the Merger Agreement will not survive the effective time of the Merger.

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Representations and Warranties of EVO

EVO has made customary representations and warranties to Parent in the Merger Agreement regarding aspects of EVO’s business and various other matters pertinent to the Merger, which are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. Some of the representations and warranties in the Merger Agreement made by EVO are qualified by “materiality” or “Material Adverse Effect” standards. For purposes of the Merger Agreement, “Material Adverse Effect” means, with respect to EVO or any of its subsidiaries, any change, effect, event, circumstance, development, condition or occurrence that, individually or in the aggregate, (i) has had, or would reasonably be expected to have, a material adverse effect on the financial condition, business, assets, liabilities or results of operations of EVO and its subsidiaries, taken as a whole, or (ii) prevents or materially impedes or materially delays or would reasonably be expected to prevent or materially impede or materially delay the consummation of the Merger or any of the other transactions contemplated by the Merger Agreement on a timely basis or the compliance by EVO with its obligations under the Merger Agreement or any other transaction document in any material respect; excluding, in the case of clause (i) (and, in the case of clause (ii), bullets three, four, five and nine), any change, effect, event, circumstance, development, condition or occurrence to the extent resulting from or arising in connection with:

provided, that to the extent that any change, effect, event, circumstance, development, condition or occurrence in the first five bullets has a disproportionate adverse impact on EVO and its subsidiaries compared to other participants in the industry in which EVO operates, the incremental disproportionate adverse impact on EVO and its subsidiaries may be taken into account in determining whether there has been a Material Adverse Effect.

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The topics covered by EVO’s representations and warranties relate to, among other things, the following:

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Representations and Warranties of Parent and Merger Subsidiary

Parent and Merger Subsidiary have made customary representations and warranties to EVO in the Merger Agreement regarding themselves and matters pertinent to the Merger, which are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement.

The topics covered by Parent’s and Merger Subsidiary’s representations and warranties include the following:

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Covenants Regarding Conduct of Business by EVO Pending the Merger

EVO has agreed to certain covenants in the Merger Agreement restricting the conduct of its business between the date of the Merger Agreement and the effective time of the Merger or, if applicable, the date on which the Merger Agreement is terminated. In general, EVO has agreed that, except for matters set forth in the Company Disclosure Letter, certain measures in response to COVID-19, as expressly contemplated by the Merger Agreement (including pursuant to the TRA amendment, the Blueapple Sale Agreement or any Voting Agreement), as required by law or with the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed), from and after the date of the Merger Agreement until the effective time of the Merger, EVO will, and will cause each of its subsidiaries, to conduct its business in the ordinary course consistent with past practice in all material respects and use reasonable best efforts to preserve intact its present business organization in all material respects, keep available the services of its directors, officers and key service providers (including employees and contractors) and maintain satisfactory relationships with its customers, lenders, suppliers, bank sponsors, Card Schemes (as such term is defined in the Merger Agreement), governmental authorities and others having material business relationships with it. No action by EVO or any of its subsidiaries with respect to the matters specifically listed below will be deemed to be a breach of the first paragraph of Section 6.01 of the Merger Agreement unless such action would constitute a breach of the applicable subsection of Section 6.01 of the Merger Agreement.

Without limiting the generality of the preceding paragraph, EVO has agreed that, except for matters set forth in the Company Disclosure Letter, as expressly contemplated by the Merger Agreement (including pursuant to the TRA amendment, the Blueapple Sale Agreement, or any Voting Agreement), as required by law (including certain measures in response to COVID-19) or with the prior written consent of Parent (not to be unreasonably withheld, conditioned or delayed), between the date of the Merger Agreement and the effective time of the Merger, EVO will not and will not permit any of its subsidiaries to:

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No Solicitation of Acquisition Proposals; Changes in Board Recommendation

Except as expressly permitted by Section 6.03 of the Merger Agreement, EVO has agreed that it will not, will cause its subsidiaries and its and its subsidiaries’ directors, officers, and employees not to, and will direct and use reasonable best efforts to cause its and its subsidiaries’ other respective representatives not to, directly or indirectly:

We refer to any action described in the foregoing as an “Adverse Recommendation Change.”

Except as expressly permitted by Section 6.03 of the Merger Agreement, EVO has agreed that it will not, will cause its subsidiaries and its and its subsidiaries’ directors, officers, and employees not to, and will direct and use reasonable best efforts to cause its and its subsidiaries’ other respective representatives not to, directly or indirectly:

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EVO will enforce, and not waive, terminate or modify any confidentiality, standstill or similar provision in any contract; provided, that, if the Board determines in good faith after consultation with EVO’s outside legal counsel that the failure to waive a particular standstill provision in response to a request from a person party to such standstill would be inconsistent with the directors’ fiduciary duties under applicable law, EVO may, with prior written notice to Parent, waive such standstill solely to the extent necessary to permit the applicable Person to make, on a confidential basis to the Board, an Acquisition Proposal, conditioned upon such person agreeing to disclosure of such Acquisition Proposal to Parent.

Notwithstanding the foregoing, if at any time prior to obtaining the required stockholder approval, the Board receives an unsolicited bona fide written Acquisition Proposal made after the date of the Merger Agreement which has not resulted from a material breach of the foregoing, subject to compliance with the terms of the Merger Agreement and prior to obtaining the required stockholder approval, if the Board determines in good faith, after consultation with EVO’s outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law, the Board may:

EVO has agreed to promptly (but in no event later than 48 hours) notify Parent after the receipt by EVO (or any of its representatives) of any Inquiry or Acquisition Proposal made after the date of the Merger Agreement or any written request made after the date of the Merger Agreement for information relating to EVO or any of its subsidiaries or for access to the business, properties, assets, books or records of EVO or any of its subsidiaries by any third party in connection with or that, to the knowledge of EVO or any member of the Board, is considering making, or is reasonably likely to make after the date of the Merger Agreement, an Acquisition Proposal. Such notice will be provided in writing and identify the relevant third party, provide (to the extent known or available) a summary of the material terms and conditions of any such Acquisition Proposal or Inquiry (including any material changes or proposed changes thereto), any written requests made (or, if oral, the nature of the

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information requested) pursuant to such Acquisition Proposal or Inquiry. EVO will provide unredacted copies of all proposals or offers, including proposed agreements received by EVO relating to any Acquisition Proposal or Inquiry (subject to customary redactions with respect to any fee letters if such letters are received by EVO in a redacted form). EVO will keep Parent reasonably informed, on a reasonably prompt and timely basis, of the status and details of any such Acquisition Proposal or Inquiry (including any material changes or proposed changes thereto). EVO and its subsidiaries will provide Parent any nonpublic information or data that is furnished or provided to any person or its representatives that was not previously made available to Parent or Merger Subsidiary prior to or promptly (and in any event within 24 hours) following the time it is provided to such person or its representatives.

Notwithstanding anything to the contrary in the Merger Agreement, prior to obtaining the required stockholder approval, if, in response to an Intervening Event (as defined below), the Board determines in good faith, after consultation with EVO’s outside legal counsel, that the failure to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law, the Board may make an Adverse Recommendation Change if:

After delivery of any written notice pursuant to the preceding paragraph and its three bullets and until the termination of the Merger Agreement in accordance with its terms, EVO must promptly (and in any event within 24 hours of any material development) keep Parent informed of all material developments affecting any such Intervening Event or Adverse Recommendation Change. Notwithstanding anything to the contrary in the Merger Agreement, neither EVO nor any of its subsidiaries will enter into any Company Acquisition Agreement (as defined in the Merger Agreement) unless the Merger Agreement has been validly terminated in accordance with the Merger Agreement.

An “Intervening Event” means an event, fact, circumstance, development or occurrence that is material to EVO and its subsidiaries, taken as a whole, that (a) is not known to or reasonably foreseeable by the Board as of the date of the Merger Agreement, (b) becomes known to or by the Board prior to obtaining the required stockholder approval, (c) does not relate to an Acquisition Proposal or any matter relating thereto or consequence thereof, (d) does not relate to the fact, in and of itself, that EVO meets or exceeds any internal or published projections, forecasts, budgets, guidance, estimates or predictions in respect of revenues, earnings or other financial or operating metrics or other matters or changes or prospective changes in the market price or trading volume of the securities of EVO (it being understood that the underlying facts or causes giving rise or contributing to the foregoing may be taken into account (to the extent not otherwise falling within any of the exceptions in this

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definition)), (e) does not relate to any of the consents or approvals required to be obtained in connection with the Merger Agreement or the timing thereof, and (f) does not relate to performance of or any action required to be taken or refrained from being taken by the Merger Agreement.

EVO is also not permitted to make an Adverse Recommendation Change and/or effect a termination of the Merger Agreement involving or relating to a Superior Proposal unless EVO has complied with its obligations in respect of Section 6.03 of the Merger Agreement and receives an unsolicited bona fide written Acquisition Proposal made after the date of the Merger Agreement which has not resulted from a material breach of the foregoing, and the Board determines in good faith, after consultation with EVO’s outside legal counsel and financial advisors, constitutes a Superior Proposal and that the failure of the Board to take such action would reasonably be expected to be inconsistent with the directors’ fiduciary duties under applicable law, and:

After delivery of written notice, EVO will promptly (and in any event within 24 hours of any material development) keep Parent informed of all material developments affecting the terms of any such Superior Proposal.

EVO and its subsidiaries will, and will cause their respective representatives to, cease immediately and cause to be terminated any and all existing activities, solicitations, discussions or negotiations, if any, with any third party conducted prior to the date of the Merger Agreement with respect to any Acquisition Proposal or Inquiry. EVO also agreed that promptly request that each third party that had executed a confidentiality agreement prior to the date of the Merger Agreement in connection with its consideration of acquiring EVO or any of its subsidiaries to return or destroy all confidential information furnished to such third party prior to the date of the Merger Agreement, by or on behalf of EVO or any of its subsidiaries.

Nothing contained in Section 6.03 of the Merger Agreement will prevent EVO or the Board from (i) taking and disclosing to our stockholders a position contemplated by Rule 14e-2(a) and Rule 14d-9 promulgated under the

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Exchange Act or (ii) making any “stop, look and listen” communication to our stockholders pursuant to Rule 14d-9(f) promulgated under the Exchange Act or other similar communications to our stockholders in response to an Acquisition Proposal that is not a tender offer, so long as any such disclosure (x) includes an express reaffirmation of the Board recommendation, without any amendment, withdrawal, alteration, modification or qualification thereof and (y) does not include any statement that constitutes, and does not otherwise constitute, an Adverse Recommendation Change.

For the purposes of the Merger Agreement an “Acquisition Proposal” means, other than the transactions contemplated by the Merger Agreement, any inquiry, offer or proposal of any third party relating to (in each case, whether in a single transaction or a series of related transactions) (i) any acquisition, issuance or purchase (including through any lease, exchange, exclusive license, transfer or disposition), direct or indirect, of assets having a fair market value equal to 20% or more of the fair market value of the consolidated assets of EVO or OpCo, or to which 20% or more of the consolidated revenues or earnings of EVO or OpCo are attributable, or of 20% or more of any class of equity or voting securities of EVO or 20% or more of the common units or equity or voting securities of OpCo, (ii) any tender offer or exchange offer that, if consummated, would result in such third party beneficially owning 20% or more of any class of equity or voting securities of EVO or 20% or more of the common units or equity or voting securities of OpCo, or (iii) a merger, consolidation, business combination, liquidation, dissolution or other similar extraordinary transaction (x) involving EVO or any of its subsidiaries whose assets, individually or in the aggregate, have a fair market value equal to 20% or more of the fair market value of the consolidated assets of EVO or OpCo, or to which 20% or more of the consolidated revenues or earnings of EVO and its subsidiaries, taken as a whole, are attributable or (y) pursuant to which the stockholders of EVO or equityholders of OpCo immediately prior to the consummation of such transaction would, as a result of such transaction, hold less than 80% of the equity or voting securities of EVO or common units or equity or voting securities of OpCo, as applicable.

For the purposes of the Merger Agreement a “Superior Proposal” means a bona fide, unsolicited written Acquisition Proposal (with references to “20% or more” and “80%” being deemed to be replaced with a reference to “a majority”) by a third party, which the Board determines in good faith after consultation with EVO’s outside legal and financial advisors to be more favorable to EVO and its stockholders from a financial point of view than the Merger, taking into account all financial, legal, financing (including availability thereof), regulatory and other aspects of such proposal, and risks, conditions, likelihood and timing of consummation of such proposal, such other matters that the Board deems relevant and any changes to the terms of the Merger Agreement proposed by Parent in accordance with Section 6.03 of the Merger Agreement.

Stockholder Meeting

Unless there has been an Adverse Recommendation Change, EVO has agreed that the Board will make the Board recommendation, include such recommendation in this proxy statement, and that EVO will use its reasonable best efforts to obtain the EVO stockholder approval. EVO will cause the Special Meeting of the stockholders to be duly called, noticed, convened and held as soon as reasonably practicable following the date on which this proxy statement is cleared by the SEC.

Notwithstanding the foregoing, EVO may adjourn or postpone the Special Meeting:

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however, if the Special Meeting is postponed, the Special Meeting may not be adjourned or postponed by EVO on more than two occasions, with any such adjournment to not (i) exceed 30 days after the previously scheduled or rescheduled date of the Special Meeting and (ii) be adjourned or postponed to a date on or after three business days before the End Date (as defined in the Merger Agreement).

Consents, Approvals and Filings

EVO and Parent have agreed to cooperate with each other and use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable law to consummate the Merger as promptly as practicable. These actions include (i) preparing and filing with any governmental authority as promptly as practicable after the date of the Merger Agreement all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents, (ii) using reasonable best efforts to obtain and maintain all permits, waivers and other confirmations required to be obtained from any governmental authority to consummate the Merger, (iii) using reasonable best efforts to defend or contest any action, suit or proceeding challenging the Merger Agreement or the transactions contemplated by the Merger Agreement and (iv) using reasonable best efforts to execute and deliver any additional instruments necessary to consummate the Merger; provided that in no event will EVO or Parent be required to waive any right or condition in the Merger Agreement or any other transaction document.

U.S. Antitrust Clearance

Under the HSR Act and related rules, the Merger may not be completed until HSR Act notification and report forms have been filed with the Antitrust Division of the United States Department of Justice and the Federal Trade Commission (which we refer to as the “FTC”) and the statutory waiting period applicable to the Merger has been expired or been terminated.

At any time before the effective time of the Merger, notwithstanding the expiration or termination of the waiting period under the HSR Act, the FTC or the Antitrust Division of the Department of Justice, or any state could take such action under antitrust laws as it deems necessary or desirable in the public interest with respect to the Merger, including seeking to enjoin the completion of the Merger, to rescind the Merger or to conditionally approve the Merger upon the divestiture of assets, or to impose restrictions on the operations of EVO or Parent following the completion of the Merger. Private parties may also seek to take legal action under the antitrust laws under certain circumstances. There can be no assurance that the Merger will not be challenged on antitrust grounds or, if such a challenge is made, that the challenge will not be successful.

Other Antitrust and Foreign Direct Investment Clearances

Outside of the United States, the Merger is subject to the approval of certain other regulatory authorities, including (i) the competition authorities in Ireland, Mexico, Poland and Spain and (ii) the foreign investment authority of Spain.

In each case, the Merger cannot be completed until the parties obtain clearance or approval to consummate the Merger or the applicable waiting periods have expired or been terminated.

The parties have agreed to cooperate with each other and use their reasonable best efforts to make the required filings as promptly as reasonably practicable. The relevant regulatory authorities could take such actions under the applicable regulatory laws as they deem necessary or desirable, including enjoin the completion of the Merger, to rescind the Merger or to conditionally approve the Merger upon the divestiture of assets, or to impose restrictions on the operations of EVO or Parent following the completion of the Merger.

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Financial Regulatory Approvals

Outside of the United States, the Merger is subject to the approval of certain financial regulatory authorities, including those in Germany and Poland. The Merger cannot be completed until the parties obtain the requisite clearance or approval or non-objection (as the case may be) from each relevant financial regulatory authority.

The parties have agreed to cooperate with each other and use their reasonable best efforts to make the required filings as promptly as reasonably practicable. The relevant financial regulatory authorities could take such actions under relevant applicable laws as they deem necessary or desirable, including to provide or refuse the necessary clearance, or to provide such clearance subject to conditions, or to impose restrictions (for example, on the operations of EVO or Parent) following the completion of the Merger.

Other Employee Benefits Matters

With respect to employees of EVO or its subsidiaries immediately before the effective time of the Merger (each, an “EVO employee”), for a period of twelve (12) months following the closing (or, if earlier, the termination of the applicable EVO employee’s employment with Parent, the surviving corporation and their affiliates) (which we refer to as the “continuation period”), Parent will, or will cause the surviving corporation to, provide to each EVO employee (i) a total target annual compensation opportunity (consisting of annual base salary, target annual cash incentive opportunity (including with respect to the fiscal year that includes the effective time of the Merger) and target long-term incentive opportunity, as applicable) that is no less favorable in the aggregate than that provided to such EVO employee immediately prior to the effective time of the Merger, provided that during the continuation period, such EVO employee’s annual base salary or base wage rate, as applicable, will be no less favorable than that provided to such EVO employee immediately prior to the effective time of the Merger and (ii) employee benefits (excluding equity-based compensation, retiree health and welfare benefits, retention benefits and severance benefits) that are no less favorable in the aggregate than those provided to the EVO employee immediately prior to the effective time of the Merger.

Without limiting the generality of the above, if, during the continuation period, if the employment of any EVO employee is terminated other than for “cause,” Parent will, or will cause the surviving corporation to, provide cash severance benefits to any such terminated EVO employee (who is not party to an individual agreement providing for severance benefits) that are no less favorable than (i) for any EVO employee employed in the United States, the greater of (x) the cash severance benefits described in the Company Disclosure Letter, and (y) the cash severance benefits to which similarly situated employees of Parent or its affiliates would be eligible to receive under Parent’s or its affiliates’ severance policies, plans or arrangements; and (ii) for any EVO employee employed outside the United States, the greater of (x) the cash severance benefits required under applicable law, and (y) the cash severance benefits provided under any employee plan under which the EVO employee was covered immediately prior to the effective time of the Merger, in each case subject to such EVO employee’s execution and non-revocation of a release of claims in a form reasonably acceptable to Parent.

With respect to any employee benefit plan, including any funded or unfunded and qualified or nonqualified employee benefit plan or program, maintained by Parent, the surviving corporation or any of their affiliates, for purposes of determining eligibility to participate, level of benefits and vesting, each EVO employee’s service with EVO or any of its subsidiaries prior to the effective time of the Merger (as well as service with any predecessor employer of EVO or any such subsidiary, to the extent service with the predecessor employer is recognized by EVO or such subsidiary under the comparable employee plans) will be treated as service with Parent, the surviving corporation or their affiliates; provided, however, that such service need not be recognized to the extent that such recognition would result in any duplication of benefits or coverage for the same period of services, for purposes of benefit accrual under any defined benefit pension plan, for purposes of any benefit plan that provides retiree welfare benefits, or to any benefit plan that is a frozen plan or provides grandfathered benefits.

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Parent has further agreed to waive, or to cause the surviving corporation or any of its affiliates to waive, any pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods under any welfare benefit plan maintained by Parent, the surviving corporation or any of their affiliates in which any EVO employee (or the dependents of any eligible employee) will be eligible to participate from and after the effective time of the Merger, except to the extent such pre-existing condition limitations, exclusions, actively-at-work requirements and waiting periods would apply and have not been satisfied by such EVO employee or his or her dependents under the analogous employee plan. Parent will use commercially reasonable efforts to recognize, or to cause the surviving corporation or any of its affiliates to recognize, the dollar amount of all co-payments, deductibles and similar expenses incurred by each EVO employee (and his or her eligible dependents) under the applicable employee plan during the calendar year in which the effective time of the Merger occurs for purposes of satisfying such year’s deductible, co-payment and out-of-pocket limitations under the relevant welfare benefit plans in which such EVO employee will be eligible to participate from and after the effective time of the Merger.

If requested by Parent in writing delivered to EVO not less than ten business days before the closing date, the Board (or the appropriate committee thereof) will adopt resolutions and take such corporate action as is necessary or appropriate to terminate any 401(k) plan sponsored or maintained by EVO (which we refer to as the “EVO 401(k) plan”), effective as of the day immediately prior to the closing date and contingent upon the occurrence of the effective time of the Merger. If Parent requests that the EVO 401(k) plan be terminated, (i) EVO will provide Parent with evidence that such plan has been terminated, contingent upon the occurrence of the effective time of the Merger (the form and substance of which shall be subject to reasonable review and comment by Parent), not later than two days immediately preceding the closing date and (ii) the EVO employees shall be eligible to participate, effective as of the effective time of the Merger (or as soon as reasonably administratively practicable thereafter), in a 401(k) plan sponsored or maintained by Parent or one of its Subsidiaries (a “Parent 401(k) plan”). EVO and Parent will use reasonable best efforts to take any and all actions as may be required, including amendments to the EVO 401(k) plan and/or the Parent 401(k) plan, to permit the continuing employees of EVO and its subsidiaries who are then actively employed to make rollover contributions to the Parent 401(k) plan of “eligible rollover distributions” (within the meaning of Section 401(a)(31) of the Code) in the form of cash or notes (in the case of loans) in an amount equal to the full account balance distributed to such employee from the EVO  401(k) plan.

Directors’ and Officers’ Indemnification and Insurance

Parent has agreed to cause the surviving corporation, and the surviving corporation has agreed to, provide certain indemnification and insurance to the Indemnified Persons (as such term is defined below), including the following:

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Other Covenants and Agreements

The Merger Agreement contains certain other covenants and agreements, including, but not limited to, covenants relating to:

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Conditions to Completion of the Merger

The respective obligations of each of the parties to the Merger Agreement to effect the Merger is subject to the satisfaction or waiver (if permissible under applicable law) at or prior to the closing of the following conditions:

In addition, Parent’s and Merger Subsidiary’s obligations to effect the Merger are subject to the fulfillment (or waiver in writing by Parent, if permissible under applicable law) of the following additional conditions:

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In addition, EVO’s obligation to effect the Merger is subject to the fulfillment (or waiver in writing by EVO, if permissible under applicable law) of the following additional conditions:

The Merger is not subject to a financing condition.

Termination of the Merger Agreement

The Merger Agreement may be terminated, and the Merger may be abandoned at any time prior to the effective time of the Merger (notwithstanding any adoption and approval by Parent as sole stockholder of Merger Subsidiary or receipt of the required stockholder approval other than (x) with respect to the Parent’s termination of the Merger Agreement because an Adverse Recommendation Change has occurred prior to obtaining the required stockholder approval or (y) with respect to EVO’s termination of the Merger Agreement to enter into a definitive merger or purchase agreement to effect a Superior Proposal) by either EVO or Parent, if:

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In addition, Parent may terminate the Merger Agreement if:

In addition, EVO may terminate the Merger Agreement if:

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Termination Fee; Effect of Termination

Under the Merger Agreement, EVO will be required to pay Parent a termination fee of $100 million if:

If EVO fails to promptly pay the termination fee when due and, in order to obtain such payment, Parent commences a claim, suit, action or proceeding that results in a judgment against EVO for such termination fee or any portion thereof, EVO will pay to Parent its out-of-pocket fees, costs and expenses (including reasonable attorneys’ fees) in connection with such claim, suit, action or proceeding, together with interest on the amount due at the annual rate of 5% plus the prime rate as published in the Wall Street Journal in effect on the date that such payment was required to be made through the date that such payment was actually received, or a lesser rate that is the maximum permitted by applicable law.

Fees and Expenses

All fees and expenses incurred in connection with the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement will be paid by the party incurring such fees or expenses, whether or not the Merger or any of the other transactions contemplated by the Merger Agreement are completed, with certain exceptions expressly set forth in the Merger Agreement. These exceptions include reimbursement by Parent of reasonable out-of-pocket expenses incurred by EVO or its subsidiaries in connection with EVO’s or its subsidiaries’ cooperation with Parent obtaining financing.

Specific Performance

The Merger Agreement generally provides that the parties will be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of the Merger Agreement and to enforce specifically the terms and provisions contained in the Merger Agreement, including the consummation of the Merger and the payment of the merger consideration.

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Amendments; Waivers

Any provision of the Merger Agreement may be amended or waived prior to the effective time of the Merger if such amendment or waiver is in writing and is signed, in the case of an amendment, by each party to the Merger Agreement, or, in the case of a waiver, by each party against whom the waiver is to be effective. After the required stockholder approval has been obtained there will be no amendment or waiver that by applicable law or a stock exchange would require the further approval of the holders of EVO stock without such approval having first been obtained.

Governing Law and Venue; Waiver of Jury Trial

The Merger Agreement and all claims, suits, actions, proceedings or investigations and causes of action thereunder are governed by and will be construed in accordance with Delaware law, without regard to the conflicts of law rules of Delaware. Each party to the Merger Agreement has agreed to irrevocably consent to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, for the purposes of any suit, action or other proceeding, arising out of or related to the Merger Agreement, the other agreements contemplated by the Merger Agreement or any transaction contemplated by the Merger Agreement (or, solely if the Court of Chancery of the State of Delaware declines to accept jurisdiction over any such suit, action or other proceeding, any state or federal court within the State of Delaware). Notwithstanding the foregoing, actions against Parent’s financing sources must generally be brought exclusively in any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available, and any appellate court thereof and each party hereto irrevocably submits itself and its property with respect to any such proceeding to the exclusive jurisdiction of such court, and agrees that any such proceeding will be governed by the laws of the State of New York (without giving effect to any conflicts of law principles that would result in the application of the laws of another state), except as otherwise provided in any definitive document or agreement relating to Parent’s financing. Each party to the Merger Agreement has further irrevocably waived any and all right to trial by jury in any legal suit, action or proceeding arising out of or related to the Merger Agreement, the Merger, or the transactions contemplated by the Merger Agreement.

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