GOLDMAN, SACHS & CO. EVERTEC, INC. [ ] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • April 9th, 2013 • EVERTEC, Inc. • Services-computer processing & data preparation • New York
EVERTEC, Inc., a Puerto Rico corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [ ] shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company, and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell to the several Underwriters an aggregate of [ ] shares of Common Stock of the Company (collectively, the “Underwritten Shares”). In addition, the Selling Stockholders propose to sell, at the option of the Underwriters, up to an additional [ ] shares of Common Stock of the Company (collectively, the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
EVERTEC, INC. 6,262,293 Shares of Common Stock Underwriting AgreementUnderwriting Agreement • August 11th, 2022 • EVERTEC, Inc. • Services-computer processing & data preparation • New York
Popular, Inc., a Puerto Rico corporation (the “Selling Stockholder”), proposes to sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), an aggregate of 6,262,293 shares (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”), of EVERTEC, Inc., a Puerto Rico corporation (the “Company”). The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”. If there are no Underwriters other than the Representative, the term shall be regarded as singular. On August 8, 2022, the Company and the Selling Stockholder entered into an agreement to repurchase from the Selling Stockholder in a private transaction a number of shares of Common Stock equal to $25.0 million (the “Share Repurchase”). The completion of the Share Repurchase is contingent on the satisfaction of customary closing conditions and cond
CREDIT AGREEMENT Dated as of April 17, 2013 Among EVERTEC INTERMEDIATE HOLDINGS, LLC (formerly known as CARIB HOLDINGS, LLC), as Holdings, EVERTEC GROUP, LLC (formerly known as EVERTEC, LLC), as Borrower, The Several Lenders from Time to Time Parties...Credit Agreement • April 23rd, 2013 • EVERTEC, Inc. • Services-computer processing & data preparation • New York
CREDIT AGREEMENT dated as of April 17, 2013 (this “Agreement”), among EVERTEC INTERMEDIATE HOLDINGS, LLC (formerly known as CARIB HOLDINGS, LLC), a Puerto Rico limited liability company (“Holdings”), EVERTEC GROUP, LLC (formerly known as EVERTEC, LLC), a Puerto Rico limited liability company (“Borrower”), the Lenders party hereto from time to time and JPMORGAN CHASE BANK, N.A., as administrative agent and collateral agent for the Lenders, Swingline Lender and L/C Issuer.
EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2018 • EVERTEC, Inc. • Services-computer processing & data preparation • Puerto Rico
This EMPLOYMENT AGREEMENT is made by and between EVERTEC GROUP, LLC, a Puerto Rico limited liability company (the “Company”), and Luis Rodríguez (“Executive,” and collectively, the “Parties”) as of this 1st day of June 2015 (the “Effective Date”).
EVERTEC, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • August 2nd, 2019 • EVERTEC, Inc. • Services-computer processing & data preparation • Puerto Rico
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of May 30, 2019 (the “Date of Grant”), by and between EVERTEC, Inc. (the “Company”) and you (the “Participant”). Defined terms used but not otherwise defined herein will have the meanings attributed to them in the Plan (defined below).
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • February 24th, 2023 • EVERTEC, Inc. • Services-computer processing & data preparation • Puerto Rico
This Director and Officer Indemnification Agreement (this “Agreement”) is made as of this [•] day of [•], [•] (the “Effective Date”), by and between EVERTEC, Inc., a Puerto Rico corporation (the “Company”), and the indemnitee named on the signature page hereto (the “Indemnitee”).
EVERTEC, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 28th, 2018 • EVERTEC, Inc. • Services-computer processing & data preparation • Puerto Rico
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (together with the Vesting Schedule (defined below), this “Agreement”) is made as of this 19th day of February, 2016 (the “Date of Grant”), by and between EVERTEC, Inc. (the “Company”) and the person whose signature, name and title appear in the signature block hereof (the “Participant”). Defined terms used but not otherwise defined herein will have the meanings attributed to them in the Plan (defined below) and the Participant's Employment Agreement.
EVERTEC, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • May 2nd, 2024 • EVERTEC, Inc. • Services-computer processing & data preparation • Puerto Rico
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (together with the Vesting Schedule (defined below), this “Agreement”) is made as of this 29th day of February, 2024 (the “Date of Grant”), by and between EVERTEC, Inc. (the “Company”) and you (the “Participant”). Defined terms used but not otherwise defined herein will have the meanings attributed to them in the Plan (defined below).
CARIB LATAM HOLDINGS, INC. AMENDED AND RESTATED STOCK OPTION AGREEMENTStock Option Agreement • February 6th, 2013 • EVERTEC, Inc. • Services-computer processing & data preparation • Puerto Rico
THIS AMENDED AND RESTATED STOCK OPTION AGREEMENT, made as of this 9th day of May, 2012, by and between Carib Latam Holdings, Inc. (the “Company”) and the grantee whose name appears on the signature page hereto (the “Participant”).
EVERTEC, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT - EXECUTIVESRestricted Stock Unit Award Agreement • February 29th, 2024 • EVERTEC, Inc. • Services-computer processing & data preparation • Puerto Rico
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (together with the Vesting Schedule (defined below), this “Agreement”) is made as of this 6th day of December, 2023 (the “Date of Grant”), by and between EVERTEC, Inc. (the “Company”) and you (the “Participant”). Defined terms used but not otherwise defined herein will have the meanings attributed to them in the Plan (defined below).
STOCKHOLDER AGREEMENTStockholder Agreement • February 27th, 2020 • EVERTEC, Inc. • Services-computer processing & data preparation • New York
STOCKHOLDER AGREEMENT, dated as of April 17, 2012 (this “Agreement”), among CARIB LATAM HOLDINGS, INC., a corporation organized under the laws of the Commonwealth of Puerto Rico (the “Company”) and each of the Holders of the Company listed on Schedule I attached hereto.
EVERTEC, INC. RESTRICTED STOCK UNITS AWARD AGREEMENT - DIRECTORSRestricted Stock Units Award Agreement • August 1st, 2024 • EVERTEC, Inc. • Services-computer processing & data preparation • Puerto Rico
THIS RESTRICTED STOCK UNITS AWARD AGREEMENT (this “Agreement”) is made as of May 23, 2024 (the “Date of Grant”), by and between EVERTEC, Inc. (the “Company”) and you (the “Participant”). Defined terms used but not otherwise defined herein will have the meanings attributed to them in the Plan (defined below).
EVERTEC, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 28th, 2018 • EVERTEC, Inc. • Services-computer processing & data preparation • Puerto Rico
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (together with the Vesting Schedule (defined below), this “Agreement”) is made as of this 24th day of February, 2017 (the “Date of Grant”), by and between EVERTEC, Inc. (the “Company”) and you (the “Participant”). Defined terms used but not otherwise defined herein will have the meanings attributed to them in the Plan (defined below).
COLLATERAL AGREEMENT Dated and effective as of November 27, 2018 amongCollateral Agreement • February 27th, 2020 • EVERTEC, Inc. • Services-computer processing & data preparation • New York
COLLATERAL AGREEMENT dated as of November 27, 2018 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among EVERTEC, Inc., a Commonwealth of Puerto Rico corporation (“Parent”), EVERTEC GROUP, LLC, a Commonwealth of Puerto Rico limited liability company (the “Borrower”), each Subsidiary of Parent that becomes a party hereto (each, a “Subsidiary Party”) and BANK OF AMERICA, N.A., as Collateral Agent (in such capacity, the “Agent”) for the Secured Parties (as defined below).
EVERTEC, INC.Restricted Stock Unit Award Agreement • May 2nd, 2024 • EVERTEC, Inc. • Services-computer processing & data preparation • Puerto Rico
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (together with the Vesting Schedule (defined below), this “Agreement”) is made as of this 29th day of February, 2024 (the “Date of Grant”), by and between EVERTEC, Inc. (the “Company”) and you (the “Participant”). Defined terms used but not otherwise defined herein will have the meanings attributed to them in the Plan (defined below).
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • November 3rd, 2016 • EVERTEC, Inc. • Services-computer processing & data preparation • Puerto Rico
THIS SEPARATION AGREEMENT AND GENERAL RELEASE (the “Release”) is made and entered into as of this 9th day of September 2016, by and between EVERTEC GROUP, LLC, a Puerto Rico limited liability company (the “Company”), and Arturo Díaz-Abramo (the “Executive”).
VOTING AGREEMENT AND OTHER COVENANTSVoting Agreement • July 21st, 2023 • EVERTEC, Inc. • Services-computer processing & data preparation
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein contained, and intended to be legally bound hereby, the Parties hereby agree as follows:
TECHNOLOGY AGREEMENTTechnology Agreement • February 27th, 2020 • EVERTEC, Inc. • Services-computer processing & data preparation • Delaware
This TECHNOLOGY AGREEMENT (this “Agreement”) is made and entered into as of September 30, 2010 (the “Effective Date”), by and between Popular, Inc., a Puerto Rico corporation (“Popular”), and EVERTEC, Inc., a Puerto Rico corporation (together with its subsidiaries, “EVERTEC”) (each a “Party” and, collectively, the “Parties”).
GUARANTEE AGREEMENTGuarantee Agreement • December 5th, 2022 • EVERTEC, Inc. • Services-computer processing & data preparation • New York
This GUARANTEE AGREEMENT (this “Guarantee”), dated as of December 1, 2022, by and among the Loan Parties identified on the signature pages hereof and TRUIST BANK, as Administrative Agent and Collateral Agent (in such capacities, the “Agent”).
VENEZUELA TRANSITION SERVICE AGREEMENT Among EVERTEC, INC., EVERTEC de Venezuela, C.A. and Popular, Inc. Dated September 29, 2010Venezuela Transition Service Agreement • April 2nd, 2013 • EVERTEC, Inc. • Services-computer processing & data preparation • Puerto Rico
WHEREAS, EVE-PR and EVE-VEN entered in that certain Agreement and Plan of Reorganization dated as of September 15, 2010, as amended pursuant to that certain First Amendment to Agreement and Plan of Reorganization dated as of September 29, 2010 (as amended, the “Reorganization Agreement,” terms not otherwise defined herein shall have the meaning set forth in the Reorganization Agreement) pursuant to which EVE-PR, EVE-VEN and Popular International Bank, Inc. (“PIBI”) agreed to effect a Corporate Reorganization, all as more particularly set forth in the Reorganization Agreement;
EVERTEC, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • August 7th, 2015 • EVERTEC, Inc. • Services-computer processing & data preparation • Puerto Rico
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”) is made as of this 1st day of June 2015 (the “Date of Grant”), by and between EVERTEC, Inc. (the “Company”) and the person whose signature, name and title appear in the signature block hereof (the “Participant”). Defined terms used but not otherwise defined herein will have the meanings attributed to them in the Plan (defined below) and the Participant’s employment agreement dated as of 25th day of May, 2015 (the “Employment Agreement”).
AMENDED AND RESTATED INDEPENDENT SALES ORGANIZATION SPONSORSHIP AND SERVICES AGREEMENTIndependent Sales Organization Sponsorship and Services Agreement • February 27th, 2020 • EVERTEC, Inc. • Services-computer processing & data preparation • Puerto Rico
This Amended and Restated Independent Sales Organization Sponsorship and Services Agreement (this “Agreement”), effective as of this 30th day of September, 2010 (the “Effective Date”) is entered into by and between EVERTEC, INC., a corporation organized under the laws of the Commonwealth of Puerto Rico (“EVERTEC”) and BANCO POPULAR DE PUERTO RICO, a bank organized under the laws of the Commonwealth of Puerto Rico (“BPPR”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 26th, 2019 • EVERTEC, Inc. • Services-computer processing & data preparation • Puerto Rico
This EMPLOYMENT AGREEMENT (this “Agreement”) is made by and between EVERTEC GROUP, LLC, a Puerto Rico limited liability company (the “Company”), and MORGAN M. SCHUESSLER, JR. (“Executive” and, collectively with the Company, the “Parties”), as of this 8th day of November, 2018 (the “Effective Date”).
SECOND AMENDED AND RESTATED MASTER SERVICE AGREEMENT AMONG POPULAR, INC., BANCO POPULAR DE PUERTO RICO, AND EVERTEC GROUP, LLC AND ITS SUBSIDIARIES DATED AS OF JULY 1, 2022Master Service Agreement • July 1st, 2022 • EVERTEC, Inc. • Services-computer processing & data preparation • Puerto Rico
This Second Amended and Restated Master Service Agreement (the “Master Agreement”) is made as of July 1, 2022 (the “Effective Date”), among Popular, Inc. (“Popular” or the “COMPANY”), a corporation organized under the laws of the Commonwealth of Puerto Rico, Banco Popular de Puerto Rico (“BPPR” and, together with Popular, the “Popular Parties”), a bank organized under the laws of the Commonwealth of Puerto Rico, and Evertec Group, LLC, a limited liability company organized under the laws of the Commonwealth of Puerto Rico, and its Subsidiaries (hereinafter referred to as “EVERTEC”).
AMENDED AND RESTATED TICKETPOP SERVICES AGREEMENTTicketpop Services Agreement • April 2nd, 2013 • EVERTEC, Inc. • Services-computer processing & data preparation • Puerto Rico
This Amended and Restated TicketPop Services Agreement (this “Agreement”) is entered into as of the 30th day of September, 2010, by and between EVERTEC, INC., a corporation duly organized and existing under the laws of the Commonwealth of Puerto Rico (“EVERTEC”), and BANCO POPULAR DE PUERTO RICO, a bank chartered under the laws of the Commonwealth of Puerto Rico (“BPPR”).
EVERTEC, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 28th, 2018 • EVERTEC, Inc. • Services-computer processing & data preparation • Puerto Rico
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (together with the Vesting Schedule (defined below), this “Agreement”) is made as of this 24th day of February, 2017 (the “Date of Grant”), by and between EVERTEC, Inc. (the “Company”) and you (the “Participant”). Defined terms used but not otherwise defined herein will have the meanings attributed to them in the Plan (defined below) and the Participant's Employment Agreement.
EVERTEC, INC. RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • March 2nd, 2015 • EVERTEC, Inc. • Services-computer processing & data preparation • Puerto Rico
THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (the “Agreement”) is made as of this 1st day of January, 2014 (the “Date of Grant”), by and between EVERTEC, Inc. (the “Company”) and the person whose signature, name and title appear in the signature block hereof (the “Participant”).
MERGER AGREEMENT AND OTHER COVENANTSMerger Agreement • July 21st, 2023 • EVERTEC, Inc. • Services-computer processing & data preparation
Evertec BR and Sinqia are hereinafter jointly referred to as “Parties” and, individually and without distinction, as “Party”,
IP PURCHASE AND SALE AGREEMENTIp Purchase and Sale Agreement • February 27th, 2020 • EVERTEC, Inc. • Services-computer processing & data preparation • Delaware
This IP Purchase and Sale Agreement (this “Agreement”), is entered into on June 30, 2010, by and among Popular, Inc., a Puerto Rico corporation (“Popular”), and any Affiliate(s) and/or Subsidiary(ies) of Popular identified on the signature pages hereto (each of Popular and each such Affiliate/Subsidiary, a “Seller”, and collectively, “Sellers”), and EVERTEC, Inc. a Puerto Rico corporation (“Buyer”).
ATH SUPPORT AGREEMENTAth Support Agreement • February 27th, 2020 • EVERTEC, Inc. • Services-computer processing & data preparation • Puerto Rico
ATH SUPPORT AGREEMENT, dated as of September 30, 2010 (this “Agreement”), by and between Banco Popular de Puerto Rico (“BPPR”), a bank organized and existing under the laws of the Commonwealth of Puerto Rico, and EVERTEC, Inc., a Puerto Rico corporation organized and existing under the laws of the Commonwealth of Puerto Rico (the “EVERTEC”).
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 2nd, 2023 • EVERTEC, Inc. • Services-computer processing & data preparation • New York
CREDIT AGREEMENT dated as of December 1, 2022 (this “Agreement”), among EVERTEC, INC., a Puerto Rico corporation (“Parent”), EVERTEC GROUP, LLC, a Puerto Rico limited liability company (the “Borrower”), the Lenders and L/C Issuers party hereto from time to time and TRUIST BANK, as Administrative Agent, Collateral Agent, Swingline Lender and an L/C Issuer.
AMENDED AND RESTATED ATH NETWORK PARTICIPATION AGREEMENTAth Network Participation Agreement • February 6th, 2013 • EVERTEC, Inc. • Services-computer processing & data preparation • Puerto Rico
This Amended and Restated ATH Network Participation Agreement (the “Agreement”) is dated as of this September 30, 2010 (the “Effective Date”), by and between BANCO POPULAR DE PUERTO RICO, a bank organized and existing under the laws of the Commonwealth of Puerto Rico (“BPPR”) and EVERTEC, Inc. (“EVERTEC”), a corporation organized and existing under the laws of the Commonwealth of Puerto Rico.
EVERTEC, INC. RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • May 11th, 2015 • EVERTEC, Inc. • Services-computer processing & data preparation • Puerto Rico
THIS RESTRICTED STOCK AGREEMENT (this “Agreement”) is made as of this 6th day of March, 2015 (the “Date of Grant”), by and between EVERTEC, Inc. (the “Company”) and the person whose signature, name and title appear in the signature block hereof (the “Participant”). Defined terms used but not otherwise defined herein will have the meanings attributed to them in the Plan (defined below).
CREDIT AGREEMENTCredit Agreement • February 27th, 2020 • EVERTEC, Inc. • Services-computer processing & data preparation • New York
CREDIT AGREEMENT dated as of November 27, 2018 (this “Agreement”), among EVERTEC, Inc., a Puerto Rico corporation (“Parent”), EVERTEC Group, LLC, a Puerto Rico limited liability company (the “Borrower”), the Lenders party hereto from time to time and BANK OF AMERICA, N.A., as Administrative Agent, Collateral Agent, Swingline Lender and L/C Issuer.
COLLATERAL AGREEMENT Dated and effective as of April 17, 2013 among EVERTEC INTERMEDIATE HOLDINGS, LLC (formerly known as CARIB HOLDINGS, LLC), as Holdings, EVERTEC GROUP, LLC (formerly known as EVERTEC, LLC), as Borrower, each Subsidiary of EVERTEC...Collateral Agreement • April 23rd, 2013 • EVERTEC, Inc. • Services-computer processing & data preparation • New York
COLLATERAL AGREEMENT dated as of April 17, 2013 (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), among EVERTEC INTERMEDIATE HOLDINGS, LLC (formerly known as CARIB HOLDINGS, LLC), a Commonwealth of Puerto Rico limited liability company (“Holdings”), EVERTEC GROUP, LLC (formerly known as EVERTEC, LLC), a Commonwealth of Puerto Rico limited liability company (the “Borrower”), each Subsidiary of the Borrower listed on Schedule I hereto and each Subsidiary of the Borrower that becomes a party hereto (each, a “Subsidiary Party”) and JPMORGAN CHASE BANK, N.A., as Collateral Agent (in such capacity, the “Agent”) for the Secured Parties (as defined below).
