Common use of Equity Consideration Clause in Contracts

Equity Consideration. (a) As soon as practicable after the issuance of Shift4 Payments, Inc. Class A common stock in satisfaction of any portion of the Aggregate Consideration and/or Earn-Out Consideration, but subject always to Section 3.15, the Parent Group shall take all reasonable steps to procure that each Participating Equity Holder receives a holding statement from Shift4 Payments, Inc.’s security registrar confirming that the name of such Participating Equity Holder has been entered onto Shift4 Payments, Inc.’s share register, as holding the portion of the applicable equity consideration allocated to such Participating Equity Holder. Shift4 Payments, Inc.’s securities issued in consideration for 102 Shares or 102 Company Options shall be issued to the 102 Trustee under the Parent Equity Plan which shall be filed for approval under the trustee capital gains route of Section 102 of the ITO, all subject to the 102 Israeli Tax Ruling or the Interim 102 Israeli Tax Ruling. (b) On or before the issuance of Shift4 Payments, Inc.’s Class A common stock in satisfaction of any portion of the Aggregate Consideration and/or the Earn-Out Consideration, Parent Group shall execute and lodge, in respect of the applicable equity consideration, a supplemental listing application, in accordance with the applicable NYSE regulations. Parent Group shall have no obligation to register the Closing Consideration Stock under the Securities Act. Closing Consideration Stock and Earn-Out Consideration issued to the Participating Equity Holders shall be subject to lock-in for a period as follows: (i) six months from the Closing Date with respect to one third of the Closing Consideration Stock and Earn-Out Consideration (as applicable); (ii) nine months from the Closing Date with respect to one third of [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. the Closing Consideration Stock and Earn-Out Consideration (as applicable); and (iii) one year from the Closing Date with the remaining third of the Closing Consideration and Earn-Out Consideration (as applicable); provided, however, that the portion of the Closing Consideration Stock and the Earn-Out Consideration issued to each Relevant Holder that delivered a written notice to the Parent Group pursuant to Section 3.16, shall be expressly excluded from the restrictions set forth in each of the foregoing clauses (i)-(iii) above. For the avoidance of doubt, the lock-in period for the Earn-Out Consideration shall not exceed the periods set out hereinabove, even if such equity is issued after the Closing Date, and any issuance of the Earn-Out Consideration due after any of the periods set out in (i)-(iii) above, shall be deemed as fully vested and released at the times mentioned above. (c) Parent Group shall take all required actions in order to file, promptly following each of the issuance dates of the Shift4 Payments, Inc.’s Class A common stock issued as Closing Consideration Stock and/or Earn-Out Consideration pursuant to this Agreement, all notices, reports and other documents required to be filed by the Parent Group with any applicable Governmental Authority with respect to the Shift4 Payments, Inc.’s Class A common stock issued to the Participating Equity Holders, and to submit promptly any additional information requested by the NYSE and any such Governmental Authority or by any applicable Laws and shall file all necessary applications in accordance with the Exchange Act and Securities Act for the listing thereon of the Shift4 Payments, Inc.’s Class A common stock in order to comply with its obligations under this Agreement in a timely manner. (d) No fractional share of Shift4 Payments, Inc.’s Class A common stock shall be issued in connection with the Merger and the consideration due thereunder, and no certificates or scrip for any such fractional shares shall be issued. Any Participating Equity Holder who would otherwise be entitled to receive a fraction of a share of Shift4 Payments, Inc.’s Class A common stock (after aggregating all fractional shares of Shift4 Payments, Inc.’s Class A common stock issuable to such holder) shall, in lieu of such fraction of a share, be paid in cash the dollar amount (rounded to the nearest whole cent). Such cash to be paid in lieu of fractional shares shall be paid by the Parent Group at the Closing (with respect to what would otherwise be fractional Closing Consideration Stock) and, as applicable upon the effect of the Earn-Out Consideration (with respect to what would otherwise be fractional Earn-Out Consideration).

Equity Consideration. (a) As soon as practicable after Subject to the issuance of Shift4 Payments, Inc. Class A common stock in satisfaction of any portion representations and warranties of the Aggregate Sellers (and their Permitted Transferees (as defined in the Stockholders’ Rights Agreement) as though they made such representations and warranties directly) in Section 3.32 and Section 3.33 being true and correct in all respects on the applicable Issuance Date, except as otherwise provided in Section 6 of the Stockholders’ Rights Agreement, on each Issuance Date, Parent shall issue to each Seller a number of Parent Shares equal to the product of (i) its Pro Rata Share, multiplied by (ii) the aggregate number of Parent Shares to be issued on such Issuance Date (as determined pursuant to this Section 1.8) in accordance with Schedule 1.8. For purposes of this Agreement, the term “Stock Consideration” shall refer to the Parent Shares, if any, issued pursuant to this Section 1.8 and the term “Equity Consideration” shall refer either to the Stock Consideration and/or Earn-Out Consideration, but subject always or to the payments to be made by Parent pursuant to Section 3.15, the Parent Group shall take all reasonable steps to procure that each Participating Equity Holder receives a holding statement from Shift4 Payments, Inc.’s security registrar confirming that the name of such Participating Equity Holder has been entered onto Shift4 Payments, Inc.’s share register, as holding the portion 6 of the applicable equity consideration allocated to such Participating Equity Holder. Shift4 PaymentsStockholders’ Rights Agreement, Inc.’s securities issued in consideration for 102 Shares or 102 Company Options whichever shall be issued to the 102 Trustee under the Parent Equity Plan which shall be filed for approval under the trustee capital gains route of Section 102 of the ITO, all subject to the 102 Israeli Tax Ruling or the Interim 102 Israeli Tax Rulingapplicable. (b) On or before The term “Issuance Date” shall mean the issuance earliest of Shift4 Payments, Inc.’s Class A common stock in satisfaction of any portion (x)(i) with respect to seventy five percent (75%) of the Aggregate Consideration and/or Parent Shares, the Earn-Out Consideration, Parent Group shall execute and lodge, in respect third (3rd) anniversary of the applicable equity consideration, a supplemental listing application, in accordance with the applicable NYSE regulations. Parent Group shall have no obligation to register the Closing Consideration Stock under the Securities Act. Closing Consideration Stock and Earn-Out Consideration issued to the Participating Equity Holders shall be subject to lock-in for a period as follows: (i) six months from the Closing Date with respect to one third of (the Closing Consideration Stock and Earn-Out Consideration (as applicable“First Issuance Date”); (ii) nine months from the Closing Date with respect to one third of [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) with respect to twenty five percent (25%) of the type that Parent Shares, the Registrant treats as private or confidential. the Closing Consideration Stock and Earn-Out Consideration fourth (as applicable); and (iii4th) one year from anniversary of the Closing Date (the “Second Issuance Date”), (y) with the remaining third of the Closing Consideration and Earnrespect to any then-Out Consideration (as applicable); provided, however, that the unissued portion of the Closing Consideration Stock Consideration, the occurrence of a Parent Change of Control Event and (z) with respect to any then-unissued portion of the EarnStock Consideration, provided that no event described in clauses (a), (b), (c), or (d) of the definition of Eligibility Event has occurred, the date, if any, on which the stockholders of Parent fail to elect or re-Out Consideration issued elect Vxxxx Xxxxxx to each Relevant Holder that delivered a written notice the board of directors of Parent (the “Parent Board”) at any annual or special meeting of the stockholders of Parent (A) at which the election of directors to the Parent Group pursuant Board takes place (unless he is thereafter otherwise elected to Section 3.16the Parent Board within sixty (60) days after such meeting or within seven (7) days after the Initial Board Date) and (B) for which Vxxxx Xxxxxx has been nominated for election to the Parent Board. Notwithstanding the foregoing, if any date described in clauses (x), (y) or (z) of the immediately preceding sentence is not a Business Day, then the applicable Issuance Date shall be expressly excluded from the restrictions set forth in each of the foregoing clauses (i)-(iii) above. For the avoidance of doubt, the lock-in period for the Earn-Out Consideration shall not exceed the periods set out hereinabove, even if such equity is issued after the Closing Date, and any issuance of the Earn-Out Consideration due after any of the periods set out in (i)-(iii) above, shall be deemed as fully vested and released at the times mentioned abovefirst Business Day thereafter. (c) Parent Group shall take all required actions in order to file, promptly following each of the issuance dates of the Shift4 Payments, Inc.’s Class A common stock issued as Closing Consideration Stock and/or Earn-Out Consideration pursuant to this Agreement, all notices, reports and other documents required to be filed by the Parent Group with any applicable Governmental Authority with respect to the Shift4 Payments, Inc.’s Class A common stock issued to the Participating Equity Holders, and to submit promptly any additional information requested by the NYSE and any such Governmental Authority or by any applicable Laws and shall file all necessary applications in accordance with the Exchange Act and Securities Act for the listing thereon of the Shift4 Payments, Inc.’s Class A common stock in order to comply with its obligations under this Agreement in a timely manner. (d) No fractional share of Shift4 Payments, Inc.’s Class A common stock shall be issued in connection with the Merger and the consideration due thereunder, and no certificates or scrip for any such fractional shares shall be issued. Any Participating Equity Holder who would otherwise be entitled to receive a fraction of a share of Shift4 Payments, Inc.’s Class A common stock (after aggregating all fractional shares of Shift4 Payments, Inc.’s Class A common stock issuable to such holder) shall, in lieu of such fraction of a share, be paid in cash the dollar amount (rounded to the nearest whole cent). Such cash to be paid in lieu of fractional shares shall be paid by the Parent Group at the Closing (with respect to what would otherwise be fractional Closing Consideration Stock) and, as applicable upon the effect of the Earn-Out Consideration (with respect to what would otherwise be fractional Earn-Out Consideration).

Equity Consideration. (a1) As soon as practicable after At the issuance Closing, subject to applicable future adjustments to the Aggregate Consideration (on a “dollar to “dollar basis, which adjustment shall be secondary to any adjustment made to the Cash Consideration pursuant to the terms herein) in consideration for the sale and transfer of Shift4 Paymentstheir Company Shares, Inc. Class A common stock in satisfaction the Purchaser shall pay to the Selling Shareholders, a total amount of any portion up to 42.857143% of the Aggregate Consideration and/or Earn-Out Consideration, but subject always minus the Secondary Sale Consideration (the “Equity Value”) by issuance of such number of Parent ADS equal to Section 3.15a quotient, the numerator of which shall be the Equity Value and the denominator of which the Effective Parent Group shall take all reasonable steps ADS Price, to procure that each Participating Equity Holder receives a holding statement from Shift4 Payments, Inc.’s security registrar confirming that the name of such Participating Equity Holder has been entered onto Shift4 Payments, Inc.’s share register, as holding the portion of the applicable equity consideration allocated to such Participating Equity Holder. Shift4 Payments, Inc.’s securities issued in consideration for 102 Shares or 102 Company Options shall be issued to the 102 Trustee under the Parent Equity Plan which shall be filed for approval under the trustee capital gains route of Section 102 of the ITO, all subject to the 102 Israeli Tax Ruling or the Interim 102 Israeli Tax Ruling. (b) On or before the issuance of Shift4 Payments, Inc.’s Class A common stock in satisfaction of any portion of the Aggregate Consideration and/or the Earn-Out Consideration, Parent Group shall execute and lodge, in respect of the applicable equity consideration, a supplemental listing application, each Selling Shareholder in accordance with the applicable NYSE regulations. Parent Group shall have no obligation to register the Closing Consideration Stock allocation prescribed under the Securities Act. Closing Consideration Stock and EarnAllocation Certificate provided by the Company, subject to the terms hereof (the “Equity Consideration” or “Share Consideration”). (2) The Selling Shareholders (excluding the Founders who are subject to different arrangements with respect to their pro-Out rata share of the Equity Consideration) shall enter into Lock-Up Agreements (defined below) with respect to the respective Equity Consideration issued to the Participating each of them, according to which, inter-alia, their respective Equity Holders Consideration shall be subject to a six (6) month lock-in for a period as follows: up period. (i3) six months from The Founders (and if the Closing Date Founder is an entity, also each individual holding equity of such entity) shall enter into respective Lock-Up Agreements with respect to one third of the Closing Consideration Stock and Earn-Out Consideration (as applicable); (ii) nine months from the Closing Date with respect to one third of [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is both (i) not material and (ii) the type that the Registrant treats as private or confidential. the Closing Consideration Stock and Earn-Out Consideration (as applicable); and (iii) one year from the Closing Date with the remaining third of the Closing Consideration and Earn-Out Consideration (as applicable); provided, however, that the portion of the Closing Consideration Stock and the Earn-Out Equity Consideration issued to each Relevant Holder that delivered a written notice of them, according to the Parent Group pursuant to Section 3.16which, inter-alia, their respective Equity Consideration shall be expressly excluded from the restrictions set forth in each of the foregoing clauses subject to a twelve (i)-(iii12) above. For the avoidance of doubt, the month lock-in period for the Earn-Out Consideration shall not exceed the periods set out hereinabove, even if such equity is issued after the Closing Date, and any issuance of the Earn-Out Consideration due after any of the periods set out in (i)-(iii) above, shall be deemed as fully vested and released at the times mentioned aboveup period. (c4) Parent Group Mr. David shall take all required actions in order enter into a Holdback Agreement (as defined below), pursuant to filewhich Mr. David's Holdback Shares (defined below) shall be subject to holdback restrictions for a period of up to thirty-six (36) months, promptly following each and, subject to the provisions of the issuance dates Holdback Agreement, the Holdback Shares shall be released as follows: (i) First Tranche – Thirty-three and forty tenths of a percent (33.4%) of Mr. David's Holdback Shares shall be subject to a twelve (12) months holdback period as of the Shift4 Payments, Inc.’s Class A common stock issued as Closing Consideration Stock and/or Earn-Out Consideration pursuant to this Agreement, all notices, reports the terms of the Holdback Agreement (“Mr. David First Tranche Share Consideration”); (ii) Second Tranche – Thirty-three and other documents required thirty tenths of a percent (33.3%) of Mr. David's Holdback Shares shall be subject to be filed by a twenty-four (24) months holdback period as of the Parent Group with any applicable Governmental Authority with respect Closing pursuant to the Shift4 Payments, Inc.’s Class A common stock issued terms of the Holdback Agreement (“Mr. David Second Tranche Share Consideration”); and (iii) Third Tranche – Thirty-three and thirty tenths of a percent (33.3%) of Mr. David's Holdback Shares shall be subject to a thirty-six (36) months holdback period as of the Closing pursuant to the Participating Equity Holders, and to submit promptly any additional information requested by the NYSE and any such Governmental Authority or by any applicable Laws and shall file all necessary applications in accordance with the Exchange Act and Securities Act for the listing thereon terms of the Shift4 Payments, Inc.’s Class A common stock in order to comply with its obligations under this Holdback Agreement in a timely manner. (d) No fractional share of Shift4 Payments, Inc.’s Class A common stock shall be issued in connection with the Merger and the consideration due thereunder, and no certificates or scrip for any such fractional shares shall be issued. Any Participating Equity Holder who would otherwise be entitled to receive a fraction of a share of Shift4 Payments, Inc.’s Class A common stock (after aggregating all fractional shares of Shift4 Payments, Inc.’s Class A common stock issuable to such holder) shall, in lieu of such fraction of a share, be paid in cash the dollar amount (rounded to the nearest whole cent). Such cash to be paid in lieu of fractional shares shall be paid by the Parent Group at the Closing (with respect to what would otherwise be fractional Closing Consideration Stock) and, as applicable upon the effect of the Earn-Out Consideration (with respect to what would otherwise be fractional Earn-Out “Mr. David Third Tranche Share Consideration”).