EXHIBIT 4.5 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "Agreement") is made and entered into as of June 6, 2002, by and among NCR Corporation, a Maryland corporation (the "Company"), and Salomon Smith Barney Inc., Banc One...Registration Rights Agreement • August 14th, 2002 • NCR Corp • Calculating & accounting machines (no electronic computers) • New York
June 7, 1996Letter Agreement • October 31st, 1996 • NCR Corp • Services-computer processing & data preparation
1 Exhibit 10.15 CREDIT AGREEMENTNCR Corp • November 22nd, 1996 • Services-computer processing & data preparation • London
andRights Agreement • March 19th, 1997 • NCR Corp • Services-computer processing & data preparation • Maryland
ContractCredit Agreement • October 26th, 2012 • NCR Corp • Calculating & accounting machines (no electronic computers) • New York
SECOND AMENDMENT dated as of August 22, 2012 (this “Amendment”) among NCR CORPORATION (the “Borrower”), the LENDERS party hereto and JPMORGAN CHASE BANK, N.A., in its capacity as Administrative Agent (the “Administrative Agent”) relating to the CREDIT AGREEMENT dated as of August 22, 2011 (as previously amended or amended and restated and in effect prior to the effectiveness of this Agreement, the “Existing Credit Agreement”), among the Borrower, the Lenders from time to time party thereto and the Administrative Agent.
CHANGE-IN-CONTROL AGREEMENTControl Agreement • August 13th, 1997 • NCR Corp • Services-computer processing & data preparation
EXHIBIT 10.1(c) SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 13th, 2001 • NCR Corp • Calculating & accounting machines (no electronic computers)
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 19th, 2013 • NCR Corp • Calculating & accounting machines (no electronic computers) • New York
This REGISTRATION RIGHTS AGREEMENT dated December 19, 2013 (this “Agreement”), is entered into by and among NCR Corporation, a Maryland corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Initial Guarantors”) and J.P. Morgan Securities LLC, as representative (the “Representative”) of the initial purchasers listed in Schedule 1 to the Purchase Agreement (as defined below) (the “Initial Purchasers”).
PURCHASE AND MANUFACTURING SERVICES AGREEMENTAgreement • August 13th, 1998 • NCR Corp • Services-computer processing & data preparation • New York
EXHIBIT 10.1 NCR CORPORATION 7.125% Senior Notes due 2009 Purchase AgreementNCR Corp • August 14th, 2002 • Calculating & accounting machines (no electronic computers) • New York
NCR CORPORATION AND EACH OF THE SUBSIDIARY GUARANTORS PARTY HERETO 5.125% Senior Notes due 2029 INDENTURE Dated as of April 6, 2021 U.S. BANK NATIONAL ASSOCIATION, as TrusteeIndenture • April 7th, 2021 • NCR Corp • Calculating & accounting machines (no electronic computers) • New York
INDENTURE dated as of April 6, 2021, among NCR CORPORATION, a Maryland corporation (the “Company”), each SUBSIDIARY GUARANTOR from time to time party hereto (collectively, the “Subsidiary Guarantors”) and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
RECEIVABLES FINANCING AGREEMENT Dated as of November 21, 2014 by and among NCR RECEIVABLES LLC, as Borrower, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Lenders and as Group Agents, PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent, and NCR...Receivables Financing Agreement • November 25th, 2014 • NCR Corp • Calculating & accounting machines (no electronic computers) • New York
This RECEIVABLES FINANCING AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of November 21, 2014 by and among the following parties:
1 2 GA 3638 CONTRACT NO. G18173DVolume Purchase Agreement • March 19th, 1997 • NCR Corp • Services-computer processing & data preparation
1 EXHIBIT 2 DISTRIBUTION AGREEMENT BY AND BETWEENDistribution Agreement • March 19th, 1997 • NCR Corp • Services-computer processing & data preparation • New York
4 5 termination of employment Employee will be deemed to be, and will be treated as, a retiree under such agreements and/or the applicable Stock Option Plan to which such agreement relates.Employment Agreement • October 31st, 1996 • NCR Corp • Services-computer processing & data preparation • Ohio
Senior Executive Team NCR Corporation 2017 Stock Incentive PlanRestricted Stock Unit Award Agreement • May 5th, 2023 • NCR Corp • Calculating & accounting machines (no electronic computers)
Congratulations on your award of performance-based restricted stock units of NCR Common Stock as part of NCR’s 2023 compensation program. The Compensation and Human Resources Committee of our Board of Directors (the “Committee”) approved your award in anticipation of your future contributions to the success of NCR. The award also recognizes your past performance and upholds our commitment to rewarding our higher performers. This award is an opportunity to celebrate your achievements and to continue to expand your ownership stake in NCR.
NCR Corporation 2017 Stock Incentive PlanRestricted Stock Unit Award Agreement • May 7th, 2019 • NCR Corp • Calculating & accounting machines (no electronic computers)
You have been awarded time-based restricted stock units (“Stock Units”) from NCR Corporation. See www.netbenefits.fidelity.com for your award details, including effective date (“Grant Date”). Your award is subject to the terms of this Agreement, including non-competition and other restrictive covenants. Your award is also subject to the NCR Corporation 2017 Stock Incentive Plan terms, as may be amended from time to time (“Plan”), which defines capitalized terms not defined herein.
SEVENTH AMENDMENT TO THE RECEIVABLES PURCHASE AGREEMENTReceivables Purchase Agreement • October 17th, 2023 • NCR Corp • Calculating & accounting machines (no electronic computers) • New York
This RECEIVABLES PURCHASE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”) is entered into as of September 30, 2021 by and among the following parties:
NONCOMPETITION AGREEMENTNoncompetition Agreement • July 25th, 2011 • NCR Corp • Calculating & accounting machines (no electronic computers) • Georgia
THIS NONCOMPETITION AGREEMENT (this “Agreement”), is made and entered into this 11th day of July 2011, by and between Alon Goren, an individual resident of the State of Georgia (“Shareholder”), Radiant Systems, Inc., a Georgia corporation, (“Company”), and NCR Corporation, a Maryland corporation (“Buyer”).
REGISTRATION RIGHTS AGREEMENT by and among NCR CORPORATION, and EACH OF THE INVESTORS LISTED ON THE SIGNATURE PAGES HERETO Dated as of December 4, 2015Registration Rights Agreement • December 7th, 2015 • NCR Corp • Calculating & accounting machines (no electronic computers) • Maryland
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of December 4, 2015, by and among NCR CORPORATION, a Maryland corporation (the “Company”), and each of the investors listed on the signature pages hereto (collectively, together with their respective successors and assigns, the “Purchasers” and each, a “Purchaser”). Capitalized terms used but not defined elsewhere herein are defined in Exhibit A. The Purchasers and any other party that may become a party hereto pursuant to Section 4.1 are referred to collectively as the “Investors” and individually each as an “Investor”.
Without Prejudice Exhibit 10.1 Subject to Contract May 26, 1999Termination Agreement • August 13th, 1999 • NCR Corp • Services-computer processing & data preparation • Ohio
ContractSecond Supplemental Indenture • November 14th, 2023 • NCR VOYIX Corp • Calculating & accounting machines (no electronic computers) • New York
SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of September 14, 2023, among NCR Corporation (or its successor), a Maryland corporation (the “Company”),NCR Atleos, LLC, a Delaware limited liability company and a subsidiary of the Company (the “New Guarantor”), ATM National, LLC, a Delaware limited liability company (“ATM National”), Cardtronics Holdings, LLC, a Delaware limited liability company (“Cardtronics Holdings”), Cardtronics, Inc., a Delaware corporation (“Cardtronics”), Cardtronics USA, Inc., a Delaware corporation (“Cardtronics USA”), CATM Holdings LLC, a Delaware limited liability company (“CATM Holdings”), NCR International, Inc., a Delaware corporation (collectively with ATM National, Cardtronics Holdings, Cardtronics, Cardtronics USA and CATM Holdings, the “Existing Guarantors”), and COMPUTERSHARE TRUST COMPANY, N.A., as successor trustee to Wells Fargo Bank, National Association (the “Trustee”).
Executive Leadership Team (with LTI Free Cash Flow Conversion Percentage & LTI Relative Total Shareholder Return Metrics) NCR Corporation 2017 Stock Incentive PlanRestricted Stock Unit Award Agreement • August 6th, 2024 • NCR Voyix Corp • Calculating & accounting machines (no electronic computers)
Congratulations on your award of performance-based restricted stock units of NCR Voyix Common Stock as part of NCR Voyix’s 2024 executive compensation program. The Compensation and Human Resources Committee of our Board of Directors approved your award in anticipation of your future contributions to the success of NCR Voyix. The award also recognizes your past performance and upholds our commitment to rewarding our higher performers. This award is an opportunity to celebrate your achievements and to continue to expand your ownership stake in NCR Voyix.
AGREEMENT AND PLAN OF MERGER among NCR Corporation Moon S.P.V. (Subsidiary) Ltd. and Retalix Ltd. Dated as of November 28, 2012Agreement and Plan of Merger • February 7th, 2013 • NCR Corp • Calculating & accounting machines (no electronic computers) • New York
AGREEMENT AND PLAN OF MERGER, dated as of November 28, 2012 (this “Agreement”), among NCR Corporation, a Maryland corporation (“Parent”), Moon S.P.V. (Subsidiary) Ltd, a private company formed under the laws of the State of Israel and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Retalix Ltd., a public company formed under the laws of the State of Israel (the “Company”). Each of Parent, Merger Sub and the Company is referred to individually as a “party” and collectively as the “parties.” Capitalized terms used in this Agreement are defined in Section 1.
FORM OF AWARD AGREEMENT 2017 Single-Metric Performance-Based Restricted Stock Unit Award Agreement NCR Corporation 2013 Stock Incentive PlanForm of Award Agreement • April 28th, 2017 • NCR Corp • Calculating & accounting machines (no electronic computers)
You have been awarded a number of performance-based restricted stock units (the “Stock Units”) under the NCR Corporation 2013 Stock Incentive Plan as amended from time to time (the “Plan”), which number is described on the restricted stock unit information page on the website (www.netbenefits.fidelity.com) of the third party Plan administrator (the “TPA”) for NCR Corporation (referred to herein as “NCR” or the “Company”), effective as of the date of grant of this award (the “Grant Date”), subject to the terms and conditions of this 2017 Single-Metric Performance-Based Restricted Stock Unit Award Agreement (this “Agreement”), including the non-competition, non-solicitation and non-recruit/hire post-employment restrictive covenants set forth in Section 10, and the Plan. Capitalized terms used but not defined herein are defined in the Plan.
ACQUISITION AGREEMENT AMONG CARDTRONICS PLC, CARDTRONICS USA, INC. AND NCR CORPORATION Dated as of January 25, 2021Acquisition Agreement • January 25th, 2021 • NCR Corp • Calculating & accounting machines (no electronic computers) • New York
This ACQUISITION AGREEMENT, dated as of January 25, 2021 (this “Agreement”), is entered into by and among Cardtronics plc, a public limited company incorporated in England and Wales (registered no. 10057418) (the “Company”), NCR Corporation, a Maryland corporation (“BidCo”) and, solely for purposes of Section 8.2, Section 8.4 and Article IX, Cardtronics USA, Inc., a corporation incorporated in Delaware and a wholly owned subsidiary of the Company (the “Company Sub”, and, together with BidCo and the Company, the “Parties” and each, a “Party”).
July 11, 2011 Mr. Andrew S. Heyman Chief Operating Officer Radiant Systems, Inc.Award Agreement • July 25th, 2011 • NCR Corp • Calculating & accounting machines (no electronic computers) • Georgia
PATENT AND TECHNOLOGY CROSS-LICENSE AGREEMENTPatent and Technology Cross-License Agreement • October 17th, 2023 • NCR Corp • Calculating & accounting machines (no electronic computers) • Maryland
This Patent and Technology Cross-License Agreement (“Agreement”) is made as of October 16, 2023 by and between NCR Voyix Corporation, a Maryland corporation (“NCR”), and NCR Atleos Corporation, a Maryland Corporation (“ATMCo”). (NCR and ATMCo may be referred to hereinafter collectively as the “Parties” and individually as a “Party”.)
NCR Management Stock PlanRestricted Stock Agreement • February 18th, 2005 • NCR Corp • Calculating & accounting machines (no electronic computers)
You have been awarded a number of restricted shares of NCR common stock (the “Restricted Shares”) under the NCR Management Stock Plan (the “Plan”) of NCR Corporation (“NCR”) as listed on the Certificate of Restricted Stock Grant on the restricted stock website (“Certificate”), subject to the terms and conditions of this agreement and the Plan.
SEPARATION AND DISTRIBUTION AGREEMENT by and between NCR VOYIX CORPORATION and NCR ATLEOS CORPORATION Dated as of October 16, 2023Separation and Distribution Agreement • October 17th, 2023 • NCR Corp • Calculating & accounting machines (no electronic computers) • Maryland
THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), is entered into as of October 16, 2023, by and between NCR Voyix Corporation (f/k/a/ NCR Corporation), a Maryland corporation (“NCR”), and NCR Atleos Corporation, a Maryland corporation (“ATMCo”) (each a “Party” and together, the “Parties”).
TRADEMARK LICENSE AND USE AGREEMENTTrademark License and Use Agreement • October 17th, 2023 • NCR Corp • Calculating & accounting machines (no electronic computers) • Maryland
This Trademark License and Use Agreement (“Agreement”) is made and effective as of October 16, 2023 by and between NCR Voyix Corporation, a Maryland corporation (“NCR”), and NCR Atleos Corporation, a Maryland Corporation (“ATMCo”). (NCR and ATMCo may be referred to hereinafter collectively as the “Parties” and individually as a “Party”.)
ASSET PURCHASE AGREEMENT by and among REDBOX AUTOMATED RETAIL, LLC and NCR CORPORATION dated as of February 3, 2012Asset Purchase Agreement • March 4th, 2013 • NCR Corp • Calculating & accounting machines (no electronic computers) • Delaware
This ASSET PURCHASE AGREEMENT (this "Agreement") is made and entered into as of February 3, 2012, by and among NCR Corporation, a Maryland corporation ("Seller") and Redbox Automated Retail, LLC, a Delaware limited liability company ("Buyer").
CANADIAN PURCHASE AND SALE AGREEMENT Dated as of September 30, 2021 among VARIOUS ENTITIES LISTED ON SCHEDULE I HERETO, as Originators, and NCR CANADA RECEIVABLES LP, as Buyer, and NCR CANADA CORP., as Canadian Servicer, and PNC BANK, NATIONAL...Canadian Purchase and Sale Agreement • October 5th, 2021 • NCR Corp • Calculating & accounting machines (no electronic computers) • Ontario
This CANADIAN PURCHASE AND SALE AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Agreement”), dated as of September 30, 2021 is entered into among the various entities listed on Schedule I hereto or that become parties hereto from time to time pursuant to Section 4.3 hereof (the “Originators” and each, an “Originator”), NCR CANADA RECEIVABLES LP, an Ontario limited partnership (the “Limited Partnership”), by its sole general partner NCR CANADA RECEIVABLES GP CORP., an Ontario corporation (the “Canadian GP” and, together with the Limited Partnership, the “Buyer”), NCR CANADA CORP., a Nova Scotia unlimited company, as initial servicer (the “Canadian Servicer”), and PNC Bank, National Association, in its capacity as contractual representative for the Purchaser Parties (the “Administrative Agent”).
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • July 31st, 2012 • NCR Corp • Calculating & accounting machines (no electronic computers)
This First Amendment to Asset Purchase Agreement (“First Amendment”) is entered into on June 22, 2012 by and among Redbox Automated Retail, LLC, a Delaware limited liability company (“Buyer”), and NCR Corporation, a Maryland corporation (“Seller”).
AGREEMENT AND PLAN OF MERGER Among RADIANT SYSTEMS, INC., NCR CORPORATION and RANGER ACQUISITION CORPORATION Dated as of July 11, 2011Agreement and Plan of Merger • July 12th, 2011 • NCR Corp • Calculating & accounting machines (no electronic computers) • Georgia
AGREEMENT AND PLAN OF MERGER (hereinafter called this “Agreement”), dated as of July 11, 2011 among Radiant Systems, Inc., a Georgia corporation (the “Company”), NCR Corporation, a Maryland corporation (“Buyer”), and Ranger Acquisition Corporation, a Georgia corporation (“Merger Sub”) and a wholly-owned subsidiary of Buyer.
