INDEMNIFICATION AGREEMENTIndemnification Agreement • November 23rd, 2015 • Transfirst Holdings Corp. • Services-business services, nec • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2015 between TransFirst Holdings Corp., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
TRANSFIRST HOLDINGS CORP. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 23rd, 2015 • Transfirst Holdings Corp. • Services-business services, nec • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [ ], 2015, between TransFirst Holdings Corp., a Delaware corporation (the “Company”), and Vista Equity Partners Fund V, L.P. (“Vista V”), Vista Equity Partners Fund V-A, L.P. (“Vista V-A”), Vista Equity Partners Fund V-B, L.P. (“Vista V-B”), Vista Equity Partners Fund V Executive, L.P. (“Vista Executive”), VEPF V FAF, L.P. (“VEPF V”) and Vista Equity Associates V, LLC (“Vista Associates” and, together with Vista V, Vista V-A, Vista V-B, Vista Executive, VEPF and any other investment fund managed by VEP Group, LLC that at any time acquires securities of the Company, “Vista”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Section 1. This Agreement shall become effective (the “Effective Date”) upon the closing of the Company’s initial public offering of shares of its common stock, par value $0.01 per share (the “Common Stock”).
OPTION CANCELLATION AGREEMENTOption Cancellation Agreement • January 5th, 2016 • Transfirst Holdings Corp. • Services-business services, nec • Delaware
THIS OPTION CANCELLATION AGREEMENT (this “Agreement”) is entered into on October 15, 2015 (the “Effective Date”), by and between TransFirst Holdings Corp., f/k/a Tyche Topco, Inc., a Delaware corporation (the “Company”), and Steven Rizzuto (“Employee”).
FIRST AMENDMENT TO SECOND LIEN CREDIT AGREEMENTSecond Lien Credit Agreement • October 16th, 2015 • Transfirst Holdings Corp. • New York
This SECOND LIEN CREDIT AGREEMENT (as amended by the First Amendment to Second Lien Credit Agreement dated as of June 9, 2015, this “Agreement”), dated as of November 12, 2014, is made among Tyche Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and upon consummation of the Closing Date Acquisition, TransFirst Inc., a Delaware corporation (“TransFirst 1”), as the surviving entity after giving effect to the Closing Date Acquisition (the “Lead Borrower”), and co-borrowers, TransFirst Parent Corp., a Delaware corporation (“TransFirst 2”), and TransFirst Holdings, Inc., a Delaware corporation (“TransFirst 3” and, together with the Lead Borrower and TransFirst 2, collectively, the “Borrowers” and each, a “Borrower”), Tyche Holdings, LLC (“Holdings”), a Delaware limited liability company, as Guarantor, each of the other Guarantors (such terms and each other capitalized term used but not defined herein having the meaning given to it in Article I) party hereto upon becoming a party her
NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE TRANSFIRST HOLDINGS CORP. 2016 OMNIBUS INCENTIVE PLANNonqualified Stock Option Agreement • January 5th, 2016 • Transfirst Holdings Corp. • Services-business services, nec • Delaware
THIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between TransFirst Holdings Corp., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the TransFirst Holdings Corp. 2016 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
CLEARING AND SETTLEMENT SERVICES AGREEMENTClearing and Settlement Services Agreement • November 23rd, 2015 • Transfirst Holdings Corp. • Services-business services, nec • Georgia
Bank’s: Initially, and until Company is otherwise notified in writing, Bank’s Authorized Representatives shall include each of the following officers of Synovus Financial Corp. (Bank’s current processing agent):
AMENDED AND RESTATED MERCHANT FINANCIAL SERVICES AGREEMENT BY AND BETWEEN WELLS FARGO BANK, N.A., and TRANSFIRST HOLDINGS, INC. September 16, 2014Merchant Financial Services Agreement • November 23rd, 2015 • Transfirst Holdings Corp. • Services-business services, nec • Texas
This Amended and Restated Merchant Financial Services Agreement, made and entered into on this 16th day of September, 2014 and made effective as of August 8, 2011 (this “Agreement”), is by and between WELLS FARGO BANK, N.A., a national banking association (“WFB” or “Wells Fargo) and TRANSFIRST HOLDINGS, INC., a Delaware corporation, and its present and future subsidiaries (“Company”), and amends and restates in its entirety the Merchant Financial Services Agreement dated August 8, 2011 by and between WFB and Company.
DIRECTOR NOMINATION AGREEMENTDirector Nomination Agreement • November 23rd, 2015 • Transfirst Holdings Corp. • Services-business services, nec • Delaware
THIS DIRECTOR NOMINATION AGREEMENT (this “Agreement”) is made and entered into as of [●], 2015 by and among TransFirst Holdings Corp., a Delaware corporation (the “Company”), Vista Equity Partners Fund V, L.P., Vista Equity Partners Fund V-A, L.P., Vista Equity Partners Fund V-B, L.P., Vista Equity Partners Fund V Executive, L.P., VEPF V FAF, L.P. and Vista Equity Associates V, LLC (collectively referred to herein as the “Vista Funds”) and VEP Group, LLC (“VEP Group”) and, together with the Vista Funds and their Affiliates (as defined herein), “Vista”). This Agreement shall become effective (the “Effective Date”) upon the closing of the Company’s initial public offering of shares of its common stock, par value $0.01 per share (the “Common Stock”).
MANAGEMENT AGREEMENTManagement Agreement • November 23rd, 2015 • Transfirst Holdings Corp. • Services-business services, nec • New York
This MANAGEMENT AGREEMENT (this “Agreement”) is made as of November 12, 2014, by and among Vista Equity Partners III, LLC (“VEP”), Tyche Topco, Inc., a Delaware corporation (“Topco”), Tyche Finance, LLC, a Delaware limited liability company (“Midco”), Tyche Holdings, LLC, a Delaware limited liability company (“Buyer”), and TransFirst, Inc., a Delaware corporation (“TransFirst” and together with Buyer, Midco and Topco, as any such company’s name or corporate form may change from time to time and such company’s successors and assigns, the “Company”).
PROCESSING SERVICES AGREEMENT BETWEEN TRANSFIRST HOLDINGS, INC. 5400 LBJ Freeway Suite 900 Dallas, TX 75240 and TSYS ACQUIRING SOLUTIONS, L.L.C. 8320 South Hardy Drive Tempe, Arizona 85284Processing Services Agreement • October 16th, 2015 • Transfirst Holdings Corp. • Delaware
[***] Indicates that text has been omitted which is the subject of a confidential treatment request. The text has been separately filed with the Securities and Exchange Commission.
FIRST AMENDMENT TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • October 16th, 2015 • Transfirst Holdings Corp. • New York
This FIRST LIEN CREDIT AGREEMENT (as amended by the First Amendment to First Lien Credit Agreement dated as of June 9, 2015, this “Agreement”), dated as of November 12, 2014, is made among Tyche Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and upon consummation of the Closing Date Acquisition, TransFirst Inc., a Delaware corporation (“TransFirst 1”), as the surviving entity after giving effect to the Closing Date Acquisition (the “Lead Borrower”), and co-borrowers, TransFirst Parent Corp., a Delaware corporation (“TransFirst 2”), and TransFirst Holdings, Inc., a Delaware corporation (“TransFirst 3” and, together with the Lead Borrower and TransFirst 2, collectively, the “Borrowers” and each, a “Borrower”), Tyche Holdings, LLC (“Holdings”), a Delaware limited liability company, as Guarantor, each of the other Guarantors (such terms and each other capitalized term used but not defined herein having the meaning given to it in Article I) party hereto upon becoming a party heret
SPECIAL BONUS AGREEMENTSpecial Bonus Agreement • November 23rd, 2015 • Transfirst Holdings Corp. • Services-business services, nec • Delaware
THIS SPECIAL BONUS AGREEMENT (this “Agreement”) is entered into on November , 2015 (the “Effective Date”), by and between TransFirst Holdings Corp., a Delaware corporation (the “Company”), and [RECIPIENT] (“Employee”).
