AGREEMENT AND PLAN OF MERGER Among VERIFONE SYSTEMS, INC., VERTEX HOLDCO LLC and VERTEX MERGER SUB LLC Dated as of April 9, 2018Merger Agreement • April 9th, 2018 • Verifone Systems, Inc. • Calculating & accounting machines (no electronic computers) • New York
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 9, 2018, is entered into by and among VeriFone Systems, Inc., a Delaware corporation (the “Company”), Vertex Holdco LLC, a Delaware limited liability company (“Parent”), and Vertex Merger Sub LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent (“Merger Sub” and, together with the Company and Parent, the “Parties” and each, a “Party”).
EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13-d(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect...Joint Filing Agreement • December 21st, 2004 • VeriFone Holdings, Inc. • Services-prepackaged software
In accordance with Rule 13-d(k)(1) promulgated under the Securities Exchange Act of 1934, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Stock of Return on Investment Corporation, and further agree to the filing of this agreement as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement on Schedule 13D.
11,000,000 Shares VERIFONE HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 14th, 2005 • VeriFone Holdings, Inc. • Calculating & accounting machines (no electronic computers) • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 28th, 2005 • VeriFone Holdings, Inc. • Calculating & accounting machines (no electronic computers) • Delaware
THIS INDEMNIFICATION AGREEMENT is made and entered into this 15th day of March, 2005 (“Agreement”), by and between VeriFone Holdings, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
] Shares VERIFONE HOLDINGS, INC. Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • April 21st, 2005 • VeriFone Holdings, Inc. • Calculating & accounting machines (no electronic computers) • New York
AGREEMENT AND PLAN OF MERGER Among HYPERCOM CORPORATION, VERIFONE SYSTEMS, INC. and HONEY ACQUISITION CO. Dated as of November 17, 2010Merger Agreement • November 19th, 2010 • Verifone Systems, Inc. • Calculating & accounting machines (no electronic computers) • Delaware
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of November 17, 2010 among Hypercom Corporation, a Delaware corporation (the “Company”), VeriFone Systems, Inc., a Delaware corporation (“Parent”), and Honey Acquisition Co., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 29th, 2005 • VeriFone Holdings, Inc. • Calculating & accounting machines (no electronic computers) • Delaware
THIS INDEMNIFICATION AGREEMENT is made and entered into this 15th day of March, 2005 (“Agreement”), by and between VeriFone Holdings, Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
CREDIT AGREEMENT dated as of December 28, 2011 among VERIFONE INTERMEDIATE HOLDINGS, INC., VERIFONE, INC., THE LENDERS FROM TIME TO TIME PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender, MERRILL...Credit Agreement • January 4th, 2012 • Verifone Systems, Inc. • Calculating & accounting machines (no electronic computers) • New York
CREDIT AGREEMENT dated as of October 31, 2006 among VERIFONE INTERMEDIATE HOLDINGS, INC., VERIFONE, INC., THE LENDERS FROM TIME TO TIME PARTY HERETO, JPMORGAN CHASE BANK, N.A., as Administrative Agent, an L/C Issuer and Swing Line Lender, BANK LEUMI...Credit Agreement • November 1st, 2006 • VeriFone Holdings, Inc. • Calculating & accounting machines (no electronic computers) • New York
This Credit Agreement is entered into as of October 31, 2006 among VERIFONE INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), VERIFONE, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”), JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Lenders, as Swing Line Lender and as an L/C Issuer, BANK LEUMI USA AND WELLS FARGO BANK, N.A., as Co-Documentation Agents, and LEHMAN COMMERCIAL PAPER INC., as Syndication Agent.
VOTING AGREEMENTVoting Agreement • April 20th, 2006 • VeriFone Holdings, Inc. • Calculating & accounting machines (no electronic computers) • New York
VOTING AGREEMENT (this “Agreement”), dated as of April 10, 2006, among VERIFONE HOLDINGS, INC., a Delaware corporation (“VeriFone”), and the undersigned shareholder (the “Shareholder”) of LIPMAN ELECTRONIC ENGINEERING LTD., an Israeli company (“Lipman”). Except as otherwise provided herein, capitalized terms that are used but not otherwise defined herein shall have the meaning assigned to such terms in the Merger Agreement (as defined below).
CREDIT AGREEMENT dated as of June 30, 2004 among VERIFONE INTERMEDIATE HOLDINGS, INC., VERIFONE, INC., THE LENDERS FROM TIME TO TIME PARTY HERETO, BANK OF AMERICA, N.A., as Administrative Agent, Senior Collateral Agent, Second Lien Collateral Agent,...Credit Agreement • February 23rd, 2005 • VeriFone Holdings, Inc. • Calculating & accounting machines (no electronic computers) • New York
This Credit Agreement is entered into as of June 30, 2004 among VERIFONE INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), VERIFONE, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), BANK OF AMERICA, N.A., as Administrative Agent for the Lenders, Collateral Agent for the Senior Lenders, Swing Line Lender and L/C Issuer, BANK OF AMERICA, N.A., as Collateral Agent for the Second Lien Lenders, CREDIT SUISSE FIRST BOSTON, CAYMAN ISLANDS BRANCH, as Syndication Agent, and WELLS FARGO BANK, N.A., as Documentation Agent.
Re: Separation Agreement Dear Bob:Separation Agreement • February 4th, 2013 • Verifone Systems, Inc. • Calculating & accounting machines (no electronic computers) • California
This confidential Separation Agreement is made and entered into as of the date indicated below between VeriFone, Inc., a Delaware corporation, including all of its officers, directors, subsidiaries, affiliates and related entities (collectively “VeriFone”) and Robert Dykes (“You”).
AMENDMENT NO. 1 TO PURCHASE AGREEMENTPurchase Agreement • April 21st, 2005 • VeriFone Holdings, Inc. • Calculating & accounting machines (no electronic computers) • Delaware
THIS AMENDMENT NO. 1 TO PURCHASE AGREEMENT (this “Agreement”) is made as of April , 2005, by and among (i) VeriFone Holdings, Inc., a Delaware corporation (the “Company”), (ii) GTCR Fund VII, L.P., a Delaware limited partnership (“GTCR Fund VII”) and GTCR Co-Invest, L.P., a Delaware limited partnership (“Co-Invest” and together with GTCR Fund VII, each a “GTCR Purchaser” and collectively the “GTCR Purchasers”) and (iii) TCW/Crescent Mezzanine Partners III, L.P., a Delaware limited partnership, TCW/Crescent Mezzanine Trust III, a Delaware business trust, TCW/Crescent Mezzanine Partners III Netherlands, L.P., a Delaware limited partnership and TCW Leveraged Income Trust IV, L.P., a Delaware limited partnership (such four TCW entities collectively the “TCW/Crescent Purchasers”). The GTCR Purchasers and the TCW/Crescent Purchasers are collectively referred to herein as the “Purchasers” and individually as a “Purchaser”.
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • February 23rd, 2005 • VeriFone Holdings, Inc. • Calculating & accounting machines (no electronic computers) • California
THIS AGREEMENT is entered into with effect from July 1, 2004, by and between VeriFone Holdings, Inc., a Delaware corporation (“VeriFone”), and the executive named on such signature page (“Executive”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 15th, 2017 • Verifone Systems, Inc. • Calculating & accounting machines (no electronic computers) • Delaware
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement” is made as of December 15, 2017, by and among VeriFone Systems, Inc., a Delaware corporation (the “Company”), VeriFone, Inc., a Delaware corporation (“Employer”), and Paul Galant (“you” or “Executive”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 29th, 2008 • VeriFone Holdings, Inc. • Calculating & accounting machines (no electronic computers) • New York
FIRST AMENDMENT dated as of January 25, 2008 (this “First Amendment”) among VERIFONE INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), VERIFONE, INC., a Delaware corporation (the “Borrower”), the Lenders party or consenting hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) to the Credit Agreement (as defined below).
GUARANTY dated as of December [28], 2011 among VERIFONE INTERMEDIATE HOLDINGS, INC., THE SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO and JPMORGAN CHASE BANK, N.A., as Administrative AgentGuaranty • January 4th, 2012 • Verifone Systems, Inc. • Calculating & accounting machines (no electronic computers) • New York
GUARANTY dated as of December [28], 2011 (as amended, restated, modified or supplemented from time to time, this “Agreement”) among VERIFONE INTERMEDIATE HOLDINGS, INC., the SUBSIDIARY GUARANTORS from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent for the benefit of the Finance Parties referred to herein.
INVESTMENT AGREEMENTInvestment Agreement • April 20th, 2006 • VeriFone Holdings, Inc. • Calculating & accounting machines (no electronic computers) • New York
This Investment Agreement (this “Agreement”), dated as of April 10, 2006, among VERIFONE HOLDINGS, INC., a Delaware corporation (“VeriFone”), and the undersigned shareholder (the “Shareholder”) of LIPMAN ELECTRONIC ENGINEERING LTD., an Israeli company (“Lipman”). Except as otherwise provided herein, capitalized terms that are used but not otherwise defined herein shall have the meaning assigned to such terms in the Merger Agreement (as defined below).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • July 31st, 2008 • VeriFone Holdings, Inc. • Calculating & accounting machines (no electronic computers) • New York
THIRD AMENDMENT dated as of July 31, 2008 (this “Third Amendment”) among VERIFONE INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), VERIFONE, INC., a Delaware corporation (the “Borrower”), the Lenders party or consenting hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”) to the Credit Agreement (as defined below).
AMENDMENT TO SENIOR MANAGEMENT AGREEMENTSenior Management Agreement • March 28th, 2005 • VeriFone Holdings, Inc. • Calculating & accounting machines (no electronic computers)
This AMENDMENT TO SENIOR MANAGEMENT AGREEMENT is dated as of June 29, 2004 (this “Amendment”), by and among VeriFone Holdings, Inc., a Delaware corporation (the “Company”), VeriFone, Inc., a Delaware corporation (the “Employer”) and Douglas G. Bergeron (the “Executive”).
SUPPORT AGREEMENTSupport Agreement • November 19th, 2010 • Verifone Systems, Inc. • Calculating & accounting machines (no electronic computers) • Delaware
SUPPORT AGREEMENT (this “Agreement”), dated as of November 17, 2010, by and among FP Hypercom Holdco, LLC (“FP”), VeriFone Systems, Inc., a Delaware corporation (“VeriFone”) and Francisco Partners II, L.P., a Delaware limited partnership (“FP LP”). Except as otherwise provided herein, capitalized terms that are used but not otherwise defined herein shall have the meaning assigned to such terms in the Merger Agreement (as defined below).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 28th, 2005 • VeriFone Holdings, Inc. • Calculating & accounting machines (no electronic computers) • New York
FIRST AMENDMENT dated as of March 23, 2005 (this “First Amendment”) among VERIFONE INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), VERIFONE, INC., a Delaware corporation (the “Borrower”), the Lenders signatory hereto, BANK OF AMERICA, N.A., as Administrative Agent for the Lenders (in such capacity, the “Administrative Agent”).
AMENDMENT TO SENIOR MANAGEMENT AGREEMENTSenior Management Agreement • February 23rd, 2005 • VeriFone Holdings, Inc. • Calculating & accounting machines (no electronic computers)
This AMENDMENT TO SENIOR MANAGEMENT AGREEMENT is dated as of December 27, 2004 (this “Amendment”), by and among VeriFone Holdings, Inc., a Delaware corporation (the “Company”), VeriFone, Inc., a Delaware corporation (the “Employer”) and Douglas G. Bergeron (the “Executive”).
RECITALSCredit Agreement • July 10th, 2014 • Verifone Systems, Inc. • Calculating & accounting machines (no electronic computers) • New York
This Amended and Restated Credit Agreement is entered into as of July 8, 2014 among VERIFONE INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), VERIFONE, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”) and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Administrative Agent for the Lenders, as Swing Line Lender and as an L/C Issuer.
NON-QUALIFIED STOCK OPTION NOTICE & AGREEMENT FOR GRANTEES OUTSIDE THE U.S. VeriFone Holdings, Inc. OPTION_DATE-Non-Qualified Stock Option Agreement • October 8th, 2009 • VeriFone Holdings, Inc. • Calculating & accounting machines (no electronic computers) • Delaware
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • April 9th, 2009 • VeriFone Holdings, Inc. • Calculating & accounting machines (no electronic computers)
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this "Agreement") is made as of April 8, 2009, by and among VeriFone Holdings, Inc., a Delaware corporation (the "Company"), VeriFone, Inc., a Delaware corporation ("Employer"), and Douglas G. Bergeron ("Executive").
RECITALSCredit Agreement • February 7th, 2018 • Verifone Systems, Inc. • Calculating & accounting machines (no electronic computers) • New York
This Second Amended and Restated Credit Agreement is entered into as of February 2, 2018 among VERIFONE INTERMEDIATE HOLDINGS, INC., a Delaware corporation (“Holdings”), VERIFONE, INC., a Delaware corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and, individually, a “Lender”) and JPMORGAN CHASE BANK, N.A. (“JPMCB”), as Administrative Agent for the Lenders, as Swing Line Lender and as an L/C Issuer.
SALE AND PURCHASE AGREEMENT between POINT LUXEMBOURG HOLDING S.À. R.L and ELECTRONIC TRANSACTIONS GROUP LIMITED as Sellers and VeriFone Nordic AB, as Purchaser Dated as of November 12, 2011Sale and Purchase Agreement • March 12th, 2012 • Verifone Systems, Inc. • Calculating & accounting machines (no electronic computers)
This Sale and Purchase Agreement (this “Agreement”) is entered into as of this November 12, 2011 by and between the following parties:
AGREEMENT AND PLAN OF MERGER Among VERIFONE HOLDINGS, INC., LION ACQUISITIONS LTD. and LIPMAN ELECTRONIC ENGINEERING LTD. Dated as of April 10, 2006Merger Agreement • April 10th, 2006 • VeriFone Holdings, Inc. • Calculating & accounting machines (no electronic computers) • New York
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of April 10, 2006, among LIPMAN ELECTRONIC ENGINEERING LTD., an Israeli company (“Lipman”), VERIFONE HOLDINGS, INC., a Delaware corporation (“VeriFone”), and LION ACQUISITIONS LTD., an Israeli company and a wholly-owned subsidiary of VeriFone (“Merger Sub,” Lipman and Merger Sub sometimes being hereinafter collectively referred to as the “Constituent Corporations”).
CREDIT AGREEMENT AMENDMENTCredit Agreement • July 19th, 2013 • Verifone Systems, Inc. • Calculating & accounting machines (no electronic computers)
THIS CREDIT AGREEMENT AMENDMENT, dated as of July 19, 2013 (this “Amendment”), by and among VeriFone, Inc., a Delaware corporation (“Borrower”), VeriFone Intermediate Holdings, Inc., a Delaware corporation (“Holdings”), the Lenders party hereto, and JPMorgan Chase Bank, N.A. (“Administrative Agent”), as Administrative Agent, relating to the CREDIT AGREEMENT dated as of December 28, 2011 and as amended on October 15, 2012 (as it may be amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; the capitalized terms herein that are not otherwise defined being used herein as defined in the Credit Agreement), by and among the Borrower, Holdings, the Lenders party thereto from time to time, the Administrative Agent, and the other agents thereto.
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • January 4th, 2007 • VeriFone Holdings, Inc. • Calculating & accounting machines (no electronic computers) • Delaware
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is made as of January 4, 2007, by and among VeriFone Holdings, Inc., a Delaware corporation (the “Company”), VeriFone, Inc., a Delaware corporation (“Employer”), and Douglas G. Bergeron (“Executive”).
SECURITY AGREEMENT dated as of December 28, 2011 among VERIFONE INTERMEDIATE HOLDINGS, INC., VERIFONE, INC., THE SUBSIDIARY GUARANTORS FROM TIME TO TIME PARTY HERETO and JPMORGAN CHASE BANK, N.A., as Collateral AgentSecurity Agreement • January 4th, 2012 • Verifone Systems, Inc. • Calculating & accounting machines (no electronic computers) • New York
SECURITY AGREEMENT dated as of December 28, 2011 (as amended, restated, modified or supplemented from time to time, this “Agreement”) among VERIFONE INTERMEDIATE HOLDINGS, INC., VERIFONE, INC., the SUBSIDIARY GUARANTORS from time to time party hereto and JPMORGAN CHASE BANK, N.A., as Collateral Agent for the benefit of the Finance Parties referred to herein.
VERIFONE SYSTEMS, INC. San Jose, CA 95110 September 15, 2013Offer Letter • September 23rd, 2013 • Verifone Systems, Inc. • Calculating & accounting machines (no electronic computers) • Delaware
The purpose of this letter (this “Agreement”) is to set forth the terms of your offer of employment with VeriFone Systems, Inc., a Delaware corporation (the “Company”) and VeriFone, Inc., a Delaware corporation (the “Employer”).
LA_LAN01:327561.28 Section 3.16 Material Contracts ............................ .....................................................17 Section 3.17 Licenses . ..................................................................................Asset Purchase Agreement • December 15th, 2017 • Verifone Systems, Inc. • Calculating & accounting machines (no electronic computers) • Delaware
AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 23rd, 2005 • VeriFone Holdings, Inc. • Calculating & accounting machines (no electronic computers)
This AMENDMENT TO REGISTRATION RIGHTS AGREEMENT is dated as of November 30, 2004 (this “Amendment”), by and among VeriFone Holdings, Inc., a Delaware corporation (the “Company”), GTCR Fund VII, L.P., a Delaware limited partnership (“GTCR Fund VII”), Douglas G. Bergeron and JPMorgan Trust Company of Delaware as co-trustees of The Douglas G. Bergeron Family Annuity Trust uta dtd 10/15/04 (the “DGB Annuity Trust”), Sandra E. Bergeron and JPMorgan Trust Company of Delaware as co-trustees of The Sandra E. Bergeron Family Annuity Trust uta dtd 10/15/04 (the “SEB Annuity Trust”), Douglas G. Bergeron and Sandra E. Bergeron, Trustees or their successors in interest under the terms of the Bergeron Family Trust, dated October 15, 2004 (the “DGB/SEB Family Trust”, and together with the DGB Annuity Trust and the SEB Annuity Trust, the “Trusts”), Douglas G. Bergeron (“Executive”) and DGB Investments, Inc., a Delaware corporation (“DGBI”).
